Representations and Warranties of the Debtors. 18 Section 4.1 Organization and Qualification 18 Section 4.2 Corporate Power and Authority 18 Section 4.3 Execution and Delivery; Enforceability 19 Section 4.4 Authorized and Issued Equity Interests 19 Section 4.5 Rights Offering Notes 19 Section 4.6 No Conflict 20 Section 4.7 Consents and Approvals 20 Section 4.8 Arm’s-Length 21 Section 4.9 Financial Statements 21 Section 4.10 Company SEC Documents 21 Section 4.11 Absence of Certain Changes 21 Section 4.12 No Violation; Compliance with Laws 22 Section 4.13 Legal Proceedings 22 Section 4.14 Labor Relations 22 Section 4.15 Intellectual Property 22 Section 4.16 Real Property 23 Section 4.17 No Undisclosed Relationships 24 Section 4.18 Licenses and Permits 24 Section 4.19 Environmental 24 Section 4.20 Taxes 25 Section 4.21 Employee Benefit Plans 26 Section 4.22 Internal Control Over Financial Reporting 27 Section 4.23 Disclosure Controls and Procedures 27 Section 4.24 Material Contracts 27 Section 4.25 No Unlawful Payments 27 Section 4.26 Compliance with Money Laundering and Sanctions Laws 28 TABLE OF CONTENTS (cont’d) Page
Representations and Warranties of the Debtors. Each Debtor jointly and severally represents and warrants that:
Representations and Warranties of the Debtors. The Debtors hereby represent and warrant to the Secured Party (a) that except as set forth in the Consignment Agreement, the Debtors are, or to the extent that certain of the Collateral is to be acquired after the date hereof, will be, the owner of the Collateral free from, any adverse lien, security interest or encumbrance; (b) that except for such financing statements as may be described on Exhibit A attached hereto and made a part hereof, no financing statement covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Security Agreement; and (c) that all additional information, representations and warranties contained in Exhibit B-0, X-0, X-0, X-0, X-0, B-6 and B-7 attached hereto and made a part hereof are true, accurate and complete on the date hereof.
Representations and Warranties of the Debtors. To induce each other Party to enter into and perform its obligations under this Agreement, each Debtor hereby represents, warrants and acknowledges as follows:
Representations and Warranties of the Debtors. Except (i) as set forth in the corresponding section of the Company Disclosure Schedules or (ii) as disclosed in the Company SEC Documents filed with the SEC on or after December 31, 2019 and publicly available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system prior to the date hereof (excluding any disclosures contained in the “Forward-Looking Statements” or “Risk Factors” sections thereof), the Debtors, jointly and severally, hereby represent and warrant to the Backstop Parties (unless otherwise set forth herein, as of the date of this Agreement and as of the Closing Date) as set forth below.
Representations and Warranties of the Debtors. Except as set forth in the corresponding section of the Company Disclosure Schedules (unless otherwise set forth herein, as of the date of this Agreement and as of the Closing Date), each of the Debtors, jointly and severally, hereby represent and warrant to the Commitment Parties as set forth below.
Representations and Warranties of the Debtors. Except as (a) set forth in the corresponding section of the Company Disclosure Schedules, or (b) as disclosed in the Company SEC Documents and publicly available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system prior to the date hereof, each of the Debtors, jointly and severally, hereby represent and warrant to the Equity Commitment Parties as set forth below. Except for representations, warranties and agreements that are expressly limited as to their date, each representation, warranty and agreement is made as of the date hereof.
Representations and Warranties of the Debtors. (a) The Debtors jointly and severally represent and warrant to the Purchasers that the Debtors have rights in and good title to the Collateral and each of the Debtors has full power and authority to grant to the Purchasers the lien and security interest in the Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other person other than any consent or approval which has already been obtained.
Representations and Warranties of the Debtors. Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to the Secured Parties as follows:
Representations and Warranties of the Debtors. Except (a) as set forth in the corresponding section of the disclosure schedules delivered by the Debtors to the Backstop Parties on the Execution Date and attached to this Agreement (the “Debtor Disclosure Schedule”), (b) as disclosed in SEC Reports filed after December 31, 2018 and at least one (1) Business Day prior to the Execution Date and publicly available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval System (excluding any disclosures contained in the “Forward-Looking Statements” or “Risk Factors” section thereof, or any other statements that are similarly predictive or cautionary in nature), or (c) as disclosed in the Company’s draft Form 10-Q (the “Draft 10-Q”) for the quarter ended June 30, 2020 delivered to counsel to the Backstop Parties on August 13, 2020 (excluding any disclosures contained in the “Forward-Looking Statements” or “Risk Factors” section thereof, or any other statements that are similarly predictive or cautionary in nature), the Debtors hereby, jointly and severally, represent and warrant to the Backstop Parties as set forth in this Section 3. Each representation and warranty of the Debtors is made as of the Execution Date and as of the Effective Date:
