Representations, Warranties and Agreements of the Issuers. Each of the Issuers represents and warrants to, and agrees with, the several Initial Purchasers on and as of the date hereof and the Closing Date (as defined in Section 3) that:
Representations, Warranties and Agreements of the Issuers. The Issuers represent, warrant and agree that:
Representations, Warranties and Agreements of the Issuers. (a) In order to induce the Forbearing Holders to enter into this Agreement, the Issuers hereby represent and warrant to the Forbearing Holders as follows: Each of the Issuers and the Guarantors has the power and authority to execute, deliver and perform this Agreement. Each of the Issuers and the Guarantors has taken all necessary action to authorize its execution, delivery and performance of this Agreement. No consent, approval or authorization of, or declaration or filing with, any governmental authority, and no consent of any other Person, is required in connection with any Issuer’s or Guarantor’s execution, delivery and performance of this Agreement, except for those already duly obtained. This Agreement has been duly executed and delivered by each of the Issuers and the Guarantors and constitutes the legal, valid and binding obligation of each of the Issuers and the Guarantors, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). Each of the Issuers’ and the Guarantors’ execution, delivery or performance of this Agreement does not conflict with, or constitute a violation or breach of (i) any material contract, mortgage, lease, agreement, indenture or instrument to which any of the Issuers or Guarantors is a party or which is binding upon them or any one of them or any of their properties, (ii) any law or regulation or order or decree of any court applicable to any of the Issuers or the Guarantors, or (iii) the certificate of incorporation and bylaws, or the certificate of formation and operating agreement, as applicable, of any of the Issuers or Guarantors. In addition, each of the Issuers and Guarantors hereby represent and warrant that, subject to an anticipated Excess Cash Flow Prepayment Default on November 5, 2012, no Default or Event of Default exists under the Indenture. There is no material fact presently and actually known to any Issuer or Guarantor which has not been disclosed to the Forbearing Holders which materially adversely affects or could reasonably be expected to materially adversely affect, the Collateral, the Issuers, the Guarantors or the Issuers’ or the Guarantors’ business or operations. All data and information, including any financial sta...
Representations, Warranties and Agreements of the Issuers. As of ---------------------------------------------------------- the date hereof, each of the Issuers represents and warrants to, and agrees with, the Initial Purchasers that:
Representations, Warranties and Agreements of the Issuers. The Trust (as to itself and the Preferred Securities) and the Company represent, warrant and agree (i) on and as of the date hereof (except to the extent representations relate specifically to the date or date(s) referred to in clauses (ii) and (iii) of this paragraph), (ii) on and as of the date that the Preliminary Prospectus (as defined in Section 2(a) below) is first distributed in connection with the Remarketing (the “Commencement Date”) and (iii) on and as of the Remarketing Settlement Date, that:
Representations, Warranties and Agreements of the Issuers. The Issuers jointly and severally represent and warrant to, and agree with, each Underwriter that:
Representations, Warranties and Agreements of the Issuers. As of the date hereof, the Issuers, and as of the Consummation, the Guarantors, represent and warrant to, and agree with, the Initial Purchaser that:
Representations, Warranties and Agreements of the Issuers. The ---- --------------------------------------------------------- Company and the Guarantors, jointly and severally, represent and warrant to and agree with the Underwriters as of the date hereof and as of the Closing Date that:
Representations, Warranties and Agreements of the Issuers. Each of the Issuers represents and warrants to, and agrees with, the Initial Purchaser on and as of the date hereof and the Closing Date (as defined in Section 3) that: (a) The Final Offering Memorandum, as of its date, did not, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Issuers make no representation or warranty as to information contained in or omitted from the Final Offering Memorandum in reliance upon and in conformity with written information relating to the Initial Purchaser furnished to the Company by or on behalf of the Initial Purchaser expressly for use therein (the "Initial Purchaser's Information").
Representations, Warranties and Agreements of the Issuers. Each of the Issuers, jointly and severally, represent, and warrant to and agree with the Initial Purchasers as follows:
