REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Buyer hereby represents, warrants and acknowledges to Seller as follows:
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Except as disclosed in the schedules to this Agreement (each section of which qualifies the correspondingly numbered representation and warranty to the extent specified therein and such other representations and warranties to the extent a matter in such section is disclosed in such a way as to make its relevance to such other representation or warranty reasonably apparent), Buyer represents and warrants to Seller as of the Agreement Date as follows:
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Buyer hereby represents and warrants to Sellers, the Company and the Manager, as of the date hereof, as follows:
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. 29 5.1 Representations and Warranties of Buyer 30 5.2 No Further Representations 33 ARTICLE 6
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Section 4.1 Organization; Power of Authority 10 Section 4.2 Binding Obligation 11 Section 4.3 No Litigation 11 Section 4.4 Brokers, Finders and Investment Bankers 11 Section 4.5 Qualified Person Status 11 Section 4.6 Securities Matters 11 Section 4.7 Due Diligence 12 Section 4.8 Section 45 Credits 12 ARTICLE V Indemnification Section 5.1 Survival 12 Section 5.2 Indemnification by Sellers 12 Section 5.3 Indemnification by Buyer 13 Section 5.4 Indemnification Procedures 13 Section 5.5 Tax Treatment of Indemnification Payments 15 Section 5.6 Exclusive Remedies 15 Section 5.7 Limitation on Liability 15
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. 36 5.1 Representations and Warranties of Buyer 36 Article 6 COVENANTS AND AGREEMENTS 38 6.1 Covenants of All Parties 38 6.2 Tax Matters 40 6.3 Reliance Letters 45 6.4 Access to Information 46
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Section 5.1 Organization 32 Section 5.2 Authority and Power 32 Section 5.3 Valid and Binding Obligations 32 Section 5.4 Approvals and Consents 32 Section 5.5 No Violations 32 Section 5.6 No Litigation 33 Section 5.7 Bankruptcy 33 Section 5.8 Brokers 33 Section 5.9 Regulatory Status 33 Section 5.10 Financing; Source of Funds 33 Section 5.11 Investment Intent 33 Section 5.12 No Other Representations 33 Section 6.1 Conduct of Business after Signing 34 Section 6.2 Expenses; Tax Matters 36 Section 6.3 Regulatory Matters 36 Section 6.4 Consents 40 Section 6.5 Further Assurances 40 Section 6.6 Announcements 40 Section 6.7 Confidentiality 40 Section 6.8 Notice of Certain Events 40 Section 6.9 Affiliate Contracts 40 Section 6.10 Supplements to Seller Disclosure Schedules 40 Section 6.11 Pre-Closing Reorganization 41
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Section 5.1 Organization 30 Section 5.2 Authority and Power 30 Section 5.3 Valid and Binding Obligations 31 Section 5.4 Approvals and Consents 31 Section 5.5 No Violations 31 Section 5.6 No Litigation 31 Section 5.7 Bankruptcy 31 Section 5.8 Brokers 32 Section 5.9 Regulatory Status 32 Section 5.10 Financing; Source of Funds 32 Section 5.11 Investment Intent 32 Section 5.12 No Other Representations 32
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Buyer hereby represents, warrants and acknowledges to Seller:
5.1 That this Agreement has been duly authorized, executed, and delivered by or on behalf of the Buyer and, assuming due authorization, execution and delivery by Seller, constitutes the valid and legally binding agreement of the Buyer, enforceable against the Buyer in accordance with its terms. The Buyer has all requisite authority to enter into and perform its obligations under this Agreement.
REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. The Buyer hereby represents, warrants and acknowledges to the Seller that the Buyer, and its officers and directors, have sufficient knowledge and experience of financial and business matters, are able to evaluate the merits and risks of purchasing the Note, have substantial experience in previous private and public purchases of securities and can bear the economic risk of an investment in the Note. In making the decision to buy the Note, the Buyer has not relied on any other warranties and representations by Seller other than those made by Seller in this Agreement.
