Representations of Holdings. Holdings hereby represents to the Secured Parties as follows:
Representations of Holdings. Holdings hereby represents and warrants to the Stockholder, as follows:
Representations of Holdings. Holdings hereby represents to the Secured Parties solely in respect of itself as of the Closing Date and each Advance Date as follows: (a)
Representations of Holdings. Holdings hereby represents and warrants to the Trustee and the Noteholders as of the Closing Date:
Representations of Holdings. Holdings hereby represents that:
Representations of Holdings. In the case of Holdings: (a) Holdings has the corporate power and authority to make and deliver this Agreement and perform its obligations hereunder. Holdings has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement. (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement. (c) This Agreement has been duly executed and delivered on behalf of Holdings. This Agreement constitutes a legal, valid and binding obligation of Holdings, enforceable against Holdings in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing. (d) The execution, delivery and performance of this Agreement by Holdings will not (i) violate the organizational or governing documents of Holdings, (ii) except as would not reasonably be expected to have a Material Adverse Effect, violate any Requirement of Law binding on Holdings or any of its Subsidiaries or any Contractual Obligation of Holdings or any of its Subsidiaries or (iii) except as would not have a Material Adverse Effect, result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation. SECTION 5. COVENANTS Each Subsidiary Guarantor covenants and agrees with the Administrative Agent and the Lenders that subject to Section 8.15(b), from and after the date of this Agreement until the Obligations shall have been paid in full (other than indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or back-stopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding and the Commitments shall have been terminated: 5.1
Representations of Holdings. Holdings hereby represents and warrants that, with respect to the Subsidiary and the Rights to be transferred, effective this date and the Closing Date, the representations listed below are true and correct, to the best of its knowledge, information and belief. Said representations are meant and intended by all parties to apply to the Subsidiary and the Rights.
Representations of Holdings. Holdings represents and warrants that (i) it is the lawful record and beneficial owner of the Units, free and clear of all liens, claims, encumbrances or restrictions of any kind (other than restrictions under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or other applicable securities laws), (ii) it has all necessary power and authority to enter into and execute and deliver this Agreement, and this Agreement constitutes a valid and binding obligation of Holdings, assuming the valid execution and delivery hereof by Ventures, and (iii) upon delivery thereof to Ventures of the certificate representing the Units together with an executed stock power in respect thereof, Ventures will acquire good and valid title to, and undisputed record and beneficial ownership of, the Units, free and clear of any liens, claims, encumbrances or restrictions of any nature whatsoever other than restrictions imposed by the Securities Act or any other applicable securities laws.
Representations of Holdings. Holdings hereby represents and warrants to the Trustee that as of the date hereof:
Representations of Holdings. Holdings, for itself, and its successors and assigns, and on behalf of the Company as the Company’s sole member prior to the Effective Date, hereby warrants and represents to HomeFed as to Holdings and the Applicable Companies:
