Representations of the Companies. The Companies represent and warrant that (a) the execution, delivery and performance of this Agreement by the Companies has been fully and validly authorized by all necessary corporate action, (b) the officer(s) signing this Agreement on behalf of the Companies is duly authorized to do so, (c) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Companies are a party or by which they are bound, and (d) upon execution and delivery of this Agreement by the parties hereto, it will be a valid and binding obligation of the Companies enforceable against the Companies and their successors and assigns in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
Representations of the Companies. Each Company represents and warrants to the Custodian that:
Representations of the Companies. 15 ss.3. Representations of the Company.......................... 15 ss.3.1
Representations of the Companies. The representations and warranties contained in Sections 3.3(b), 3.5(i), 3.12, 3.15, the first three sentences of Section 3.3(a), the last sentence of Section 3.9(b), the last sentence of Section 3.9(c) and the second sentence of Section 3.10 are referred to herein as the "Company Excluded Representations." (i) All representations and warranties made by either Company in this Agreement or any document or certificate delivered pursuant hereto by either Company, other than the Company Excluded Representations, shall survive the Closing for a period ending twenty (20) months after the Closing Date, (ii) the Company Excluded Representations shall survive the Closing for a period ending on the third anniversary of the Closing Date and (iii) any claim for indemnification related to a breach of representation and warranty which constitutes fraud or involves intentional tortious conduct shall survive until the period ending on the third anniversary of the Closing. The right of any Parent Indemnified Person to recover Losses on any claim for a breach of representation and warranty shall not be affected by the termination of any representations and warranties as set forth above provided that notice of the existence of such claim has been given by the Parent Indemnified Person to the MOAC Stockholders prior to such termination.
Representations of the Companies. The Companies hereby represent and warrant to the Xxxxxxx Xxxxx Parties that (i) this Agreement and each other agreement, document and instrument executed by each Company pursuant to or in connection with this Agreement constitutes, or when executed and delivered will constitute, the valid and binding obligation of each such Company, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other rights affecting creditors' rights generally, and general equitable principles; and (ii) the lenders under the REIT's senior credit facility have consented to the use of the proceeds from the sale of the Santa Xxxxx Racetrack to pay the NonRecourse Note and Mortgage in full and to reduce the Reference Amount under the Restated Adjustment Agreements by an equivalent amount of such payment (inclusive of both $80 million payment of the NonRecourse Note and Mortgage and the excess proceeds (if any)) and no other consents of the lenders in connection with the grant of the NonRecourse Note and Mortgage, the payment of the net proceeds from the sale of the Santa Xxxxx Racetrack to the Xxxxxxx Xxxxx Parties, the preferred stock offering contemplated by Section 8 hereof and the other transactions contemplated by this Agreement and the other Forward Equity Transaction Documents is necessary.
Representations of the Companies. The Companies (individually and jointly) hereby represent and warrant to Executive, and the Companies (individually and jointly) acknowledge that Executive has relied on such representations and warranties in entering into this Agreement, as follows:
