Representations and Warranties of the Noteholders. Each Noteholder hereby represents and warrants to the Company as follows:
Representations and Warranties of the Noteholders. Each Noteholder hereby, severally and not jointly, represents and warrants to the Company as of the date hereof as follows:
Representations and Warranties of the Noteholders. Each of the Noteholders hereby represents and warrants as to itself that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or partnership action on the part of such Noteholder.
Representations and Warranties of the Noteholders. Each Noteholder, for itself only, hereby represents and warrants, which representations and warranties shall survive the closing, that:
Representations and Warranties of the Noteholders. Each Noteholder, severally with respect to itself and its Represented Accounts (if any) and not jointly with other Noteholders, hereby represents and warrants to the Company that the following statements are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date:
Representations and Warranties of the Noteholders. 13 Section 3.1 Private Placement....................................................................13 Section 3.2 Transferees Bound....................................................................13
Representations and Warranties of the Noteholders. Each of the Noteholders jointly and severally represents and warrants to the Company that: (i) the Company will receive valid title to the Relevant Notes of the Noteholders repurchased by it, free and clear of all liens and encumbrances, upon the consummation of the transactions contemplated by this Agreement; (ii) each of the Noteholders is the sole beneficial owners of all of the Relevant Notes owned by it in the aggregate principal amounts set forth on Schedule VI attached hereto; (iii) EA is a limited partnership duly formed under the laws of Delaware and EI is a limited partnership duly formed under the laws of the Cayman Islands; (iv) each of the Noteholders has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder; (v) this Agreement constitutes a valid and binding obligation of each of the Noteholders, enforceable against each of the Noteholders in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity; and (vi) neither the execution, delivery and performance of this Agreement by either of the Noteholders nor the repurchase of either of the Noteholders' Relevant Notes by the Company (a) will violate either of the Noteholders' organizational documents or any law, rule, regulation or order of any court or governmental authority with jurisdiction or oversight with respect to either of the Noteholders, (b) will result in any breach of any provision of, or default under, any agreement or instrument to which either of the Noteholders is a party or (c) will require either of the Noteholders to obtain any consent, authorization or approval from any person or authority. Neither of the Noteholders makes any other representations or warranties with respect to the transactions contemplated by this Agreement, other than as explicitly set forth above.
Representations and Warranties of the Noteholders. In order to induce the Company to enter into this Agreement and to issue and sell to the Noteholders the Notes, each of the Noteholders, severally but not jointly, represents and warrants to Company as follows:
Representations and Warranties of the Noteholders. Each Noteholder hereby represents and warrants to MSV LP and General Partner that, as of the date of this Note Exchange and Conversion Agreement:
Representations and Warranties of the Noteholders. Each of the Noteholders hereby represents and warrants as to itself that the execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate or partnership action on the part of such Noteholder.
