Representations and Warranties of Issuers. Each Issuer hereby represents and warrants that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms (except as the enforcement thereof may be limited by bankruptcy, reorganization, insolvency (including without limitation, all laws relating to fraudulent transfers), moratorium or other laws relating to or affecting creditors’ rights and remedies generally and except as the enforcement thereof is subject to equitable principles regardless of whether enforcement is considered in a proceeding at law or in equity). The execution, delivery and performance of this Agreement by the Issuers does not violate any applicable law or regulation to which the Issuers are subject and does not require the consent of any governmental or other regulatory body to which the Issuer is subject, except for such consents and approvals as have been obtained and are in full force and effect. The Issuers are, with respect to the Collateral they are delivering pursuant to this Agreement, the beneficial owners of such Collateral, free and clear of any Lien or claims of any Person (except for the security interest granted under this Agreement) and are the only entitlement holders (as defined in Section 8-102(a)(7) of the UCC) of the Escrow Account and the financial assets (as defined in Section 8-102(a) of the UCC).
Representations and Warranties of Issuers. The Issuers represent and warrant, jointly and severally, to each Holder as of each of the date hereof that:
Representations and Warranties of Issuers. The Issuers represent and warrant, jointly and severally, to the Purchaser as of the Closing Date that:
Representations and Warranties of Issuers. Each Issuer acting jointly and severally represents and warrants to each Purchaser and each Noteholder as of the date hereof that, except as qualified or otherwise disclosed in the Disclosure Schedule attached hereto:
Representations and Warranties of Issuers. All the representations and warranties of each of the Issuers in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier or other materiality qualifier, which shall be true and correct as written) at and as of the Closing Date after giving effect to the Transactions with the same force and effect as if made on and as of such date. On or prior to the Closing Date, each of the Issuers shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts to be performed, complied with or satisfied pursuant to the Operative Documents.
Representations and Warranties of Issuers. Each of the Issuers represents and warrants to the Purchasers as of the date hereof that:
Representations and Warranties of Issuers. The Issuers, jointly and severally, represent and warrant to the Initial Purchasers that:
Representations and Warranties of Issuers. In connection with the purchase and sale of the Xxxxx Notes hereunder, Issuers (and with respect to (iii) below, THCR) each represent and warrant to Xxxxx now and as of the Closing Date as follows:
