Representations, Warranties and Agreements of the Issuers. As of the date hereof, each Issuer represents and warrants to, and agrees with, the Initial Purchaser that:
(a) The Preliminary Offering Memorandum as of its date did not, and the Offering Memorandum does not, and any supplement or amendment to them will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment thereto) based upon information relating to the Initial Purchaser furnished to either Issuer in writing by the Initial Purchaser expressly for use therein. No stop order preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any amendment or supplement thereto, or any order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, has been issued.
(b) Each of the Issuers and their subsidiaries listed on Schedule B hereto (each, a "Significant Subsidiary") has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as described in the Preliminary Offering Memorandum and the Offering Memorandum and to own, lease and operate its properties, and is duly qualified and is in good standing as a foreign entity authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not (i) have a material adverse effect on the business, prospects, financial condition or results of operations of Holdings and its subsidiaries, taken as a whole or (ii) in any manner draw into question the validity of any of the Operative Documents (the events referred to in clauses (i) and (ii), a "Material Adverse Effect").
(c) All equity interests of each Issuer have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights.
(d) The entities listed on Schedule A hereto are the only subsidiaries, direct or indirect, of Holdings. Except as otherwise...
Representations, Warranties and Agreements of the Issuers. The Trust (as to itself and the Preferred Securities) and the Company represent, warrant and agree (i) on and as of the date hereof (except to the extent representations relate specifically to the date or date(s) referred to in clauses (ii) and (iii) of this paragraph), (ii) on and as of the date that the Preliminary Prospectus (as defined in Section 2(a) below) is first distributed in connection with the Remarketing (the “Commencement Date”) and (iii) on and as of the Remarketing Settlement Date, that:
(a) The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File Nos. 333-172296 and 333-172296-01) (the “Registration Statement”), which registration statement became effective upon filing under Rule 462(e) of the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Remarketing Securities (among others) under the Securities Act and has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof. Copies of the Registration Statement and all exhibits thereto have been delivered by the Company to you. As used in this Agreement, “Effective Time” means the date and the time as of which each part of the registration statement on Form S-3 (File Nos. 333-172296 and 333-172296-01) (the “Latest Registration Statement”) or the most recent post-effective amendment thereto, if any, became effective; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in the Latest Registration Statement, or amendments thereof, before it became effective under the Securities Act and any prospectus and prospectus supplement filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Securities Act relating to the Remarketing Securities; the term “Registration Statement” means such Latest Registration Statement, as amended as of the Effective Time, including the Incorporated Documents (as defined below) and all information contained in the final prospectus ...
Representations, Warranties and Agreements of the Issuers. (a) In order to induce the Forbearing Holders to enter into this Agreement, the Issuers hereby represent and warrant to the Forbearing Holders as follows: Each of the Issuers and the Guarantors has the power and authority to execute, deliver and perform this Agreement. Each of the Issuers and the Guarantors has taken all necessary action to authorize its execution, delivery and performance of this Agreement. No consent, approval or authorization of, or declaration or filing with, any governmental authority, and no consent of any other Person, is required in connection with any Issuer’s or Guarantor’s execution, delivery and performance of this Agreement, except for those already duly obtained. This Agreement has been duly executed and delivered by each of the Issuers and the Guarantors and constitutes the legal, valid and binding obligation of each of the Issuers and the Guarantors, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). Each of the Issuers’ and the Guarantors’ execution, delivery or performance of this Agreement does not conflict with, or constitute a violation or breach of (i) any material contract, mortgage, lease, agreement, indenture or instrument to which any of the Issuers or Guarantors is a party or which is binding upon them or any one of them or any of their properties, (ii) any law or regulation or order or decree of any court applicable to any of the Issuers or the Guarantors, or (iii) the certificate of incorporation and bylaws, or the certificate of formation and operating agreement, as applicable, of any of the Issuers or Guarantors. In addition, each of the Issuers and Guarantors hereby represent and warrant that, subject to an anticipated Excess Cash Flow Prepayment Default on November 5, 2012, no Default or Event of Default exists under the Indenture. There is no material fact presently and actually known to any Issuer or Guarantor which has not been disclosed to the Forbearing Holders which materially adversely affects or could reasonably be expected to materially adversely affect, the Collateral, the Issuers, the Guarantors or the Issuers’ or the Guarantors’ business or operations. All data and information, including any financial sta...
Representations, Warranties and Agreements of the Issuers. Each of the Issuers, jointly and severally, represent, warrant and agree that:
Representations, Warranties and Agreements of the Issuers. The Issuers represent and warrant, jointly and severally, to, and agree with, the Initial Purchasers on the date hereof and the Closing Date (with respect to those made at the Closing Date, after giving effect to the transactions contemplated by this Agreement) that:
Representations, Warranties and Agreements of the Issuers. The --------------------------------------------------------- Issuers represent and warrant to, and agree with, the Initial Purchaser on and as of the date hereof and the Closing Date (as defined in Section 3) that:
Representations, Warranties and Agreements of the Issuers. The Issuers represent, warrant and agree that:
(a) The Issuers meet the requirements for use of Form S-3 under the Securities Act and the rules and regulations of the Commission thereunder (the "Rules and Regulations"). The Registration Statement (File Nos. 333-91359 and 333-91359-01) was declared effective by the Commission on December 30, 1999 and the Registration Statement (File No. 333-95669) was declared effective on February 1, 2000.
(b) Each Registration Statement and any amendments thereto conformed when it became effective, and each Prospectus Supplement and any further amendments or supplements to the Registration Statements or any Prospectus Supplement will when they were or are filed with the Commission, as the case may be, conform in all respects to the requirements of the
Representations, Warranties and Agreements of the Issuers. As of the date hereof, each of the Issuers represents and warrants to, and agrees with, the Initial Purchaser that:
Representations, Warranties and Agreements of the Issuers. Each of Issuers represents and warrants to, and agrees with, the several Initial Purchasers on and as of the date hereof and, in all material respects, as of the Closing Date, (as defined in Section 3) that, after giving effect to the Recapitalization:
Representations, Warranties and Agreements of the Issuers. Each of the Issuers represents and warrants to, and agrees with, the Initial Purchaser on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) The Final Offering Memorandum, as of its date, did not, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Issuers make no representation or warranty as to information contained in or omitted from the Final Offering Memorandum in reliance upon and in conformity with written information relating to the Initial Purchaser furnished to the Company by or on behalf of the Initial Purchaser expressly for use therein (the "Initial Purchaser's Information").
