Representations and Warranties of the Issuers. The Issuers, jointly and severally, represent and warrant to each Underwriter that:
(a) Each preliminary prospectus included as part of the registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the provisions of the Act. The Commission has not issued any order preventing or suspending the use of any preliminary prospectus.
(b) The Time of Sale Information at the Time of Sale did not, and at 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 no representation or warranty is made as to information relating to an Underwriter contained in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of such Underwriter specifically for inclusion therein.
(c) The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Exhibit A hereto as constituting the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved in writing in advance by the Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Act (to the extent required thereby) and, when taken together with the Time of Sale Information accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain ...
Representations and Warranties of the Issuers. The Issuers jointly and severally represent and warrant to each Underwriter that:
Representations and Warranties of the Issuers. Each of the Issuers jointly and severally represents and warrants to each Purchaser that:
Representations and Warranties of the Issuers. (a) Each Issuer hereby represents and warrants to each of the other parties hereto and for the benefit of the Indenture Trustee, on behalf of the Noteholders as of each Series Closing Date on or after the date on which such Issuer becomes a party to this Agreement: US-DOCS\96557504.296557504.7
(i) Such Issuer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and is in compliance with the laws of each state (within the United States of America) in which any applicable Mortgaged Property is located to the extent necessary for the Issuer to perform its obligations under this Agreement;
(ii) The execution and delivery by such Issuer of this Agreement and the consummation by such Issuer of the transactions provided for in this Agreement have been duly authorized by all necessary action on the part of the Issuer;
(iii) The execution and delivery of this Agreement by such Issuer, and the performance and compliance with the terms of this Agreement by such Issuer, do not violate its organizational documents or constitute an event that, with notice or lapse of time, or both, would constitute a default under, or result in the breach of, any material agreement or other instrument to which it is a party or by which it is bound;
(iv) Such Issuer has the limited liability company power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement and any applicable Joinder Agreement, and has duly executed and delivered this Agreement and any applicable Joinder Agreement;
(v) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Issuer, enforceable against such Issuer in accordance with the terms hereof (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing);
(vi) Such Issuer is not in violation of, and its execution and delivery of, this Agreement or any applicable Joinder Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of,...
Representations and Warranties of the Issuers. In order to induce the Purchasers to enter into this letter agreement and make the Advances requested in connection with the Tescorp Acquisition, each of the Issuers makes the following representations and warranties, all of which shall survive the execution and delivery of this letter agreement and the making of the Advances, with the occurrence of each Funding in connection with the Tescorp Acquisition being deemed to constitute a representation and warranty that the representations and warranties made pursuant to this paragraph 4 are true and correct on the date of Funding (it being understood and agreed that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date):
(a) Each of the representations and warranties of the Issuers contained in Section 6 of the Note Purchase Agreement and each of the representations and warranties of Tescorp Delaware in Article VI of the Tescorp Purchase Agreement are true and correct. To the knowledge of the Issuers, each of the representations and warranties made by Tescorp Texas in Article V of the Tescorp Purchase Agreement are true and correct.
(b) In connection with the transactions contemplated by the Tescorp Acquisition Agreement, Tescorp Delaware and, to the knowledge of the Issuers, Tescorp Texas have complied and will comply, in all material respects, with all requirements of the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder.
(c) Each of the Issuers (including, Tescorp Delaware) has the power and authority to execute, deliver and perform the terms and provisions of this letter agreement and the pledge agreements and other documents and instruments required to be executed and delivered pursuant hereto to which it is party (collectively, the "Documents") and has taken all corporate or other action necessary to authorize the execution, delivery and performance by it of each such Document as has been executed and delivered as of each date this representation and warranty is made. Each of the Issuers (including Tescorp Delaware) has duly executed and delivered each of the Documents to which it is party, and each such Document constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as such enforce...
Representations and Warranties of the Issuers. To induce the Noteholders to enter into this Amendment Agreement and to consent to the Amendments, each of the Issuers represents and warrants to the holders of the Notes that as of the date hereof and as of the Amendment Effective Date:
(a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and it has taken all necessary action to authorize the execution, delivery and performance of this Amendment Agreement.
(b) This Amendment Agreement has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). DB1/ 132192119.10
(c) The representations and warranties set forth in Section 5 of the Note Purchase Agreement are true and correct as of such date (except for those which expressly relate to an earlier date).
(d) Both immediately before and immediately after giving effect to this Amendment Agreement, no Default or Event of Default shall have occurred and be continuing.
(e) The execution and delivery of this Amendment Agreement and the performance by each of the Issuers of its obligations hereunder and under the other documents executed in connection herewith to which it is a party do not conflict with, result in any breach of, constitute a default under, or result in the creation of any Lien in respect of any property of such Issuer or any of its Subsidiaries or under the provisions of: (i) any charter document, constitutive document, agreement with shareholders or members, bylaws, operating agreement or any other organizational or governing agreement of such Issuer or any of its Subsidiaries, (ii) any other Material agreement or instrument by which such Issuer or any of its Subsidiaries or any of their respective properties may be bound or affected; or (iii) any statute or other rule or regulation or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to such Issuer or any of its Subsidiaries.
(f) No fee or other compensation is being provided to any holder of notes in respect of the 2020 Amendment Agreement or the 2013 Amendment Agreem...
Representations and Warranties of the Issuers. The Company and each Guarantor, jointly and severally, represent and warrant to each Underwriter that:
Representations and Warranties of the Issuers. Each Issuer, acting jointly and severally, represents and warrants to each Purchaser as of the date hereof and as of the Closing Time that:
Representations and Warranties of the Issuers. Except as disclosed in the Disclosure Schedules delivered concurrently herewith (the “Disclosure Schedules”), the Issuers jointly and severally hereby make the following representations and warranties:
Representations and Warranties of the Issuers. The Issuers represent and warrant, jointly and severally, to, and agree with, the Initial Purchasers as of the Time of Sale and each Closing Date (with respect to those representations and warranties made as of a Closing Date, after giving effect to the transactions contemplated by this Agreement) that:
