Representations of the Holders. (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:
(i) It is duly organized, validly existing and in good standing under the laws of the State under which it is organized.
(ii) The execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, 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 that is applicable to it or any of its assets, in each case which materially and adversely affect its ability to carry out the transactions contemplated by this Agreement.
(iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.
(iv) This Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law.
(v) It has the right to enter into this Agreement without the consent of any third party.
(vi) It is the holder of the respective Note for its own account in the ordinary course of its business.
(vii) It has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation in connection with the consummation of any of the transactions contemplated hereby.
(viii) It is a Qualified Transferee.
Representations of the Holders. Each Holder severally (but not jointly) represents that, as of the date hereof: (i) it is the beneficial owner and/or investment advisor or manager of discretionary accounts for the holders or beneficial owners of the aggregate principal amount of the Notes listed opposite such Holder’s name on the disclosure schedule attached hereto as Schedule 1; and (ii) it has the power and authority to execute, deliver and perform this Amendment No. 5, either on its own behalf or on behalf of such holders or beneficial owners for which it acts as investment advisor or manager.
Representations of the Holders. Each Holder, severally and not jointly, represents and warrants to, and agrees with, the Company that:
Representations of the Holders. Each Holder hereby represents to the Company that (i) such Holder has the full legal right, power and authority to enter into and perform this Agreement, (ii) the execution and delivery of this Agreement by Phoenix has been duly authorized by Phoenix, and (iii) this Agreement constitutes, or shall constitute when executed and delivered at or prior to Closing, a valid and binding obligation of the Holders enforceable against the Holders in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to, or affecting the enforcement of creditor's rights generally and by general equitable principles (regardless of whether enforcement is sought in equity or at law).
Representations of the Holders. Each Holder represents and warrants to the Company, as of the date hereof, as follows:
(a) It owns its 8% Note, legally and beneficially, free of any Liens (other than restrictions on resale imposed by U.S. or state securities law).
(a) It (i) is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the acquisition of the Convertible Note and Shares, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to acquire the Convertible Note and the Shares; (ii) is acquiring the Convertible Note in the ordinary course of its business and for its own account for with no intention of distributing either the Convertible Note, Shares or any portion thereof or any arrangement or understanding with any other persons regarding the distribution of the Convertible Note or Shares, in violation of applicable securities laws; (iii) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) the Convertible Note and Shares except in compliance with the Securities Act and any applicable state securities laws; (iv) or its representatives, if any, have been furnished with, or have had access to, all materials relating to the business, finances and operations of the Company (including all reports filed with the Securities and Exchange Commission) and materials relating to the offer and sale of the Convertible Note which have been requested by such Holder; such Holder, or its representatives, if any, have been afforded the opportunity to ask questions of the Company; provided, however, neither such inquiries nor any other due diligence investigations conducted by such Holder, or its representatives, if any, shall modify, amend or affect such Holder’s right to rely on the Company’s representations and warranties contained in Article III above; and (v) understands that its investment in the Convertible Note involves a significant degree of risk, including a risk of total loss of its investment, and it is fully aware of and understands all the risks related to its acquisition of the Convertible Note and Shares.
(b) It understands that the Convertible Notes are being offered in transactions not involving any public offering within the meaning of the Securities Act, that the Conv...
Representations of the Holders. (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:
(i) It is duly organized, validly existing and in good standing under the laws of the State under which it is organized.
(ii) The execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, 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 that is applicable to it or any of its assets, in each case which materially and adversely affect its ability to carry out the transactions contemplated by this Agreement.
(iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.
(iv) This Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of
Representations of the Holders. Each of the Holders hereby represents and warrants as follows (each of which is a continuing representation and warranty, and shall, subject to the provisions herein relating to Transfer (as defined in Section 7, below) be true throughout the Forbearance Period):
(i) it owns or has investment management responsibility for accounts that own Bonds that are not Insured Bonds in the principal amounts set forth on its respective signature page hereto or Forbearing Creditor Joinder (as applicable), and that it has not sold, assigned, transferred, participated or otherwise pledged such Bonds, or any voting, consent or direction rights related to such Bonds, to any other person or entity, in each case, except as permitted by Section 7 of this Agreement; and
(ii) each of the representations in the Recitals set forth above as to the Holders is true and accurate as of the date hereof.
Representations of the Holders a. Each Holder is the sole legal and beneficial owner of the shares of Series G Preferred held by such Holder. Each Holder has good, valid and marketable title to the shares of Series G Preferred held by such Holder, free and clear of any liens, pledges, charges, security interests, encumbrances or other adverse claims. Each Holder has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of the shares of Series G Preferred, or (ii) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the shares of Series G Preferred.
Representations of the Holders. Each Holder represents and warrants to Allen and any of his designees or assignees that on the date hereof xxx xt each Closing: (a) such Holder has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby; (b) this Agreement is the legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms; (c) at each Closing, such Holder or one of its Permitted Transferees will own all of the CCI Stock required to be purchased and sold at such Closing, both of record and beneficially, free and clear of all liens, encumbrances or adverse interests of any kind or nature whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the CCI Stock), other than those arising under applicable law and those arising under the organizational documents of CCI; (d) upon the transfer of the CCI Stock pursuant to Section 3, Allen or his designee will receive good title to the CCI Stock, free xxx clear of all liens, encumbrances and adverse interests created by the exercising Holder, any Permitted Transferee, or any of their respective predecessors-in-interest, other than those arising under applicable law or those arising under the organizational documents of CCI.
Representations of the Holders. Each Holder represents to the Company, severally and not jointly, as of the date hereof and as of the Closing Date that:
(a) such Holder has the full legal right, power and authority, and, if such Holder is an individual, the legal capacity, to enter into and perform this Agreement;
(b) the execution and delivery of this Agreement by such Holder has been duly authorized by such Holder; CUSIP No. 00000X000 Schedule 13D Page 29 of 55 (c) this Agreement constitutes the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, provided that the enforcement of the rights and remedies created hereby may be limited by (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(d) such Holder does not have any agreements, arrangements or understandings with any person or entity regarding any of the matters prohibited by Articles 3 and 4 other than this Agreement, and compliance by such Holder with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, dead of trust, loan agreement or other agreement or instrument to which such Holder or any of its subsidiaries is a party or by which such Holder or any of its subsidiaries is bound or to which any of the property or assets of such Holder or any of its subsidiaries is subject, (B) if such Holder is an entity, its constituent documents or agreements or (C) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Holder or any of its subsidiaries or any of their properties or assets; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by such Holder of the transaction contemplated by this Agreement.;
(e) after giving effect to the Transaction, such Holder will Beneficially Own (with “Beneficially Own” having the meanings given to such term in Rule 13d-3 under, or Section 16(b) of, the Exchange Act (as such rule and section are currently in effect)), as of the Closing Date, only those sh...
