REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that:
(a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof.
(c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound.
(d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document.
(e) The A...
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each of the Companies hereby represents and warrants to Indemnitee as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each of the Companies severally and not jointly represents and warrants to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each of the Companies represents and warrants to the Purchaser as follows as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each of the Companies represents and warrants to each Underwriter that:
(a) The Basic Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto complied when so filed in all material respects with the provisions of the Act and did not contain an untrue statement of a material fact or omit to state a 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 this representation and warranty does not apply to statements in or omissions from the Basic Prospectus made in reliance upon and in conformity with information relating to any Underwriters furnished to the Partnership in writing by or on behalf of any Underwriters expressly for use therein. To the best of each of the Companies' knowledge, information and belief, having made reasonable inquiries, the Commission has not issued any order preventing or suspending the use of the Basic Prospectus.
(b) The Partnership and the offering of the Offered Units contemplated by this Agreement meet the requirements for using Form S-3 under the Act. The Registration Statement in the form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective and the Final Prospectus and any supplement or amendment thereto when filed with the Commission under Rule 424(b) and at the Closing Date and if applicable, at the Option Closing Date, complied or will comply in all material respects with the provisions of the Act, and will not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the statements made or to be made in such documents that are covered by Rule 175(b) under the Act were made or will be made with a reasonable basis and in good faith, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Final Prospectus made in reliance upon and in conformity with information relating to any Underwriters furnished to the Partnership in writing by or on behalf of any Underwriters expressly for use therein.
(c) The Incorporated Documents heretofore filed, when they were filed (or, if any amendment with respect to any such document was filed, when such amendmen...
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each Company, for itself, represents and warrants to the Placement Agent that:
(a) Each Company has been duly formed and is validly existing and in good standing under the laws of the jurisdiction in which it was formed, with power and authority to own its properties and conduct its business as described in the Memorandum.
(b) Each Company shall be solely responsible for the contents of any disclosure documents used in the offering of the Units, and each Company represents, warrants and agrees that such document will not, as of the date of any offer or sale of the Units, contain any untrue statement of a material fact or omit any material fact necessary to assure that the statements made therein are not misleading, in the light of the circumstances under which they are made. Each Company will provide the Placement Agent with any amendment or supplement to the Memorandum and will, at such time, provide a similar warranty as to the truth and completeness of such amendment or supplement.
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. The Companies hereby jointly and severally represent and warrant that this Security Agreement is a valid and binding obligation of the Companies and is enforceable in accordance with its terms. The execution and delivery hereof has been duly authorized by the Board of Directors of each of the Companies, and neither the execution nor performance of this Security Agreement will conflict with any other agreement to which the Companies are a party or by which they are bound.
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each Company hereby represents and warrants that it is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Company has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under this Amendment and the Note Agreement as amended hereby. The execution and delivery by each Company of this Amendment and the performance by each such Company of its obligations under this Amendment and the Note Agreement as amended hereby have been duly authorized by all necessary corporate action on the part of each Company. Each Company has duly executed and delivered this Amendment, and this Amendment and the Note Agreement as amended hereby constitute the legal, valid and binding obligations of each Company, enforceable against each such Company in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. The Companies hereby represent and warrant to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. The Companies represent and warrant to the Lenders that as of the Effective Date and any date thereafter:
