REPRESENTATIONS AND WARRANTIES 9. Section 3.1 Representations and Warranties of the Company 9 Section 3.2 Representations and Warranties of the Purchaser 9 ARTICLE IV MISCELLANEOUS 12
REPRESENTATIONS AND WARRANTIES 9. .1 The Borrower represents and warrants that: (a) (i) the Borrower has the power and authority, and the legal right, to make, deliver and perform the Lending Agreement and to obtain a Loan; (ii) the Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Lending Agreement and to authorize the obtaining of a Loan on the terms and conditions of the Lending Agreement; (iii) no consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other person is required in connection with the obtaining of Loans hereunder or with the execution, delivery, performance, validity or enforceability of the Lending Agreement; and (iv) the Lending Agreement has been duly executed and delivered on behalf of the Borrower; (b) the Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is not in violation of any laws or regulations in any respect which could have any adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of the Lending Agreement; (c) the Lending Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms; (d) the Borrower has rights in Collateral sufficient to grant an enforceable security interest to the Treasury and its rights in Collateral are free of any assertion of a property right that would adversely affect the Treasury’s right to Collateral, including but not limited to any claim, lien, security interest, encumbrance, preference or priority arrangement or restriction on the transfer or pledge of Collateral (an “Adverse Claim”), except as created by, or otherwise permitted under, the Lending Agreement or by the Treasury; (e) all information set forth on the Certificate is accurate and complete and there has been no change in such information since the date of the Certificate; (f) (i) the Lending Agreement is effective to create in favor of the Treasury a legal, valid, and enforceable security interest in the Collateral described in the Lending Agreement and proceeds thereof; (ii) when financing statements are filed in the state filing offices located in the jurisdictions specified on the Certificate, those security interests shall constitute a fully and validly perfected lien on, and security interest in, all rights, title and interest of the Borrower in ...
REPRESENTATIONS AND WARRANTIES 9. Section 5.1. Representations and Warranties of the Seller Parties 9 ARTICLE VI CONDITIONS OF PURCHASES 13 Section 6.1. Conditions Precedent to Initial Incremental Purchase and Restatement 13 Section 6.2. Conditions Precedent to All Purchases 14
REPRESENTATIONS AND WARRANTIES 9. SECTION 4.1 Representations and Warranties of the Issuer, the Transferor and the Servicer 9 SECTION 4.2 Covenants of the Issuer, the Transferor and the Servicer 11 SECTION 4.3 Periodic Notices and Reports 13 SECTION 4.4 Representations and Warranties of the Investors 14
REPRESENTATIONS AND WARRANTIES 9. Section 3.1 Representations and Warranties with Respect to the Company and the Operating Partnership 9 Section 3.2 Representations and Warranties of the Helmsley Group Members 11 Section 3.3 Survival of Representations and Warranties 16
REPRESENTATIONS AND WARRANTIES 9. 5.1 Buyer’s Representations and Warranties 9 5.2 Seller’s Representations and Warranties 10 ARTICLE 6 closing 14 6.1 Place and Date 14 6.2 Possession 14 6.3 Prorations 14
REPRESENTATIONS AND WARRANTIES 9. Section 4.01. Representations and Warranties of the Seller 9 Section 4.02. Representations and Warranties of the Servicer 13
REPRESENTATIONS AND WARRANTIES 9. Section 3.1 Representations and Warranties of the Company 9 Section 3.2 Representations and Warranties of the Purchaser 16 ARTICLE IV COVENANTS 19 Section 4.1 Post-Closing Obligations 19 Section 4.2 Access to Information 19 Section 4.3 Securities Law Filings 19 Section 4.4 Distribution Compliance Period 19 Section 4.5 Compliance with Transaction Agreements 19 Section 4.6 Tax Matters 20 ARTICLE V INDEMNIFICATION 20 Section 5.1 Indemnification 20 ARTICLE VI MISCELLANEOUS 20 Section 6.1 Survival of the Representations and Warranties 20 Section 6.2 Governing Law; Arbitration 20 Section 6.3 Third Party Beneficiaries 21 Section 6.4 Amendment 21 Section 6.5 Binding Effect 21 Section 6.6 Assignment 21 Section 6.7 Notices 21 Section 6.8 Entire Agreement 22 Section 6.9 Severability 22 Section 6.10 Fees and Expenses 23 Section 6.11 Confidentiality 23 Section 6.12 Specific Performance 24 Section 6.13 Headings 24 Section 6.14 Execution in Counterparts 24 Section 6.15 Public Disclosure 24 Section 6.16 Waiver 25 Section 6.17 No Partnership 25 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made as of June 20, 2016, by and among:
REPRESENTATIONS AND WARRANTIES 9. Section 3.1 Validity and Priority of Security Interest 9 Section 3.2 Location of Collateral 9 Section 3.3 Exact Names 9
REPRESENTATIONS AND WARRANTIES 9. Section 4.01 Mutual Representations and Warranties 9 Section 4.02 No Other Representations and Warranties 10 ARTICLE V COVENANTS 11 Section 5.01 Legal Opinions 11 Section 5.02 Tax Matters 11 Section 5.04 Section 16 Matters 13 Section 5.05 Stock Exchange Listing; Delisting 13 Section 5.06 Directors and Officers 13 Section 5.07 Broader Media and XX Xxxxx Distributions 13 Section 5.08 Stockholder Litigation 13 Section 5.09 Efforts 14 ARTICLE VI CONDITIONS PRECEDENT 14 Section 6.01 Conditions to Each Party’s Obligation to Effect the Merger 14 Section 6.02 Conditions to Obligations of CCOH 15 Section 6.03 Conditions to Obligations of CCH 15 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER 15 Section 7.01 Termination 15 Section 7.02 Effect of Termination 15
