REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. [CAPITAL FUNDING] [THE TRUST]. ---------------------------------------------------------- The Company represents and warrants (i) on and as of the date hereof, (ii) on and as of the date the Prospectus Supplement or other Remarketing Materials (each as defined in Section 3(a) below) are first distributed in connection with the Remarketing (the "Commencement Date"), (iii) on and as of the Remarketing Date, and (iv) on and as of the Purchase Contract Settlement Date that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE BANK. ---------
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. PRINCIPAL SHAREHOLDERS 8 4.1 Representations and Warranties of the Company and Principal Shareholders 8 4.2 Absolute Reliance on the Representations and Warranties 14 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 14 5.1 Purchase Entirely for Its Own Account 14 5.2 Disclosure of Information 14 5.3 Accredited and Sophisticated Investor; Investment Experience 15 5.4 Restricted Securities 15 5.5 Legends 15 5.6 Survival of Purchaser Representations 15 ARTICLE 6 COVENANTS 16 6.1 Affirmative Covenants 16 6.2 Board Provisions 17 6.3 Right of First Offer 18 6.4 Negative Covenants 19 ARTICLE 7 REGISTRATION RIGHTS 20 7.1 Mandatory Registration 20 7.2 Piggyback Registration 20 7.3 Demand Registration Rights 21 7.4 Registration Procedures 22 7.5 Registration Expenses 24 7.6 Indemnification 24 7.7 Participation in Underwritten Registrations 25 7.8 Termination of Registration Rights 26 ARTICLE 8 MISCELLANEOUS 26 8.1 Successors and Assigns 26 8.2 Modifications and Amendments 26 8.3 No Implied Waivers; Cumulative Remedies; Writing Required 26 8.4 Fees and Expenses 26 8.5 Reimbursement of Expenses - Enforcement and Collection 27 8.6 Notices 27 8.7 Survival 27 8.8 Governing Law; Consent to Jurisdiction 27 8.9 Jury Trial Waiver 28 8.10 Remedies 28 8.11 Limitation of Liability 28 8.12 Severability 28 8.13 Headings 28 8.14 Counterparts 28 8.15 Integration 29 8.16 Independent Nature of Purchaser Obligations and Rights 29 AMENDED AND RESTATED COMMON STOCK AND WARRANT PURCHASE AGREEMENT For the Purchase of 31,405,304 Shares of Common Stock and Warrants to Purchase up to 6,281,062 Shares of Common Stock
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE OPERATING PARTNERSHIP 27 SECTION 4.01 Organization and Qualification; Subsidiaries; Authority. 27 SECTION 4.02 Organizational Documents. 28 SECTION 4.03 Capitalization. 28 SECTION 4.04 Authority Relative to this Agreement, Takeover Laws, Validity and Effect of Agreements. 31 SECTION 4.05 No Conflict; Required Filings and Consents. 32 SECTION 4.06 Permits; Compliance with Laws. 33 SECTION 4.07 SEC Filings; Financial Statements; No Unknown Liabilities. 34 SECTION 4.08 Absence of Certain Changes or Events. 35 SECTION 4.09 Absence of Litigation. 35 SECTION 4.10 Employee Benefit Plans. 35 SECTION 4.11 Labor Matters. 37 SECTION 4.12 Information Supplied. 37 SECTION 4.13 Property and Leases. 38 SECTION 4.14 Intellectual Property. 41 SECTION 4.15 Taxes. 41 SECTION 4.16 Environmental Matters 44 SECTION 4.17 Material Contracts. 45 SECTION 4.18 Brokers. 47 SECTION 4.19 Opinion of Financial Advisor. 47 SECTION 4.20 Insurance. 48 SECTION 4.21 Interested Party Transactions. 48 SECTION 4.22 Investment Company Act of 1940. 48 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER PARTIES 49 SECTION 5.01 Corporate Organization. 49 SECTION 5.02 Ownership of MergerCo and Merger Partnership; No Prior Activities. 49 SECTION 5.03 Corporate Organization. 50 SECTION 5.04 No Conflict; Required Filings and Consents. 50 SECTION 5.05 Information Supplied. 51 SECTION 5.06 Absence of Litigation. 51 SECTION 5.07 Required Financing; Guarantee. 52 SECTION 5.08 No Ownership of Company Capital Stock. 52 SECTION 5.09 Brokers. 53
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE STOCKHOLDERS Except as specifically set forth in the disclosure schedule delivered by the Company and the Stockholders to Buyer at or prior to the execution of this Agreement (the “Company to its knowledge Disclosure Schedule”), the parts of which are numbered to correspond to the Section numbers of this Agreement, the Company and, severally and not jointly to his or its knowledge, each of the Stockholders, hereby represent and warrant to Buyer:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. MILLXX Except as set forth on the Disclosure Schedule attached hereto (which Disclosure Schedule contains a reasonably detailed description of each such exception and references the applicable representation so qualified), the Company and Millxx xxxntly and severally represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE SHAREHOLDERS ---------------- The Company and the Shareholders, jointly and severally, hereby represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
