REPRESENTATIONS AND WARRANTIES 9. Section 3.1 Representations and Warranties of the Company 9 Section 3.2 Representations and Warranties of the Purchaser 9 ARTICLE IV MISCELLANEOUS 12
REPRESENTATIONS AND WARRANTIES 9. .1 The Borrower represents and warrants that: (a) (i) the Borrower has the power and authority, and the legal right, to make, deliver and perform the Lending Agreement and to obtain a Loan; (ii) the Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Lending Agreement and to authorize the obtaining of a Loan on the terms and conditions of the Lending Agreement; (iii) no consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other person is required in connection with the obtaining of Loans hereunder or with the execution, delivery, performance, validity or enforceability of the Lending Agreement; and (iv) the Lending Agreement has been duly executed and delivered on behalf of the Borrower; (b) the Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is not in violation of any laws or regulations in any respect which could have any adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of the Lending Agreement; (c) the Lending Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms; (d) the Borrower has rights in Collateral sufficient to grant an enforceable security interest to the Treasury and its rights in Collateral are free of any assertion of a property right that would adversely affect the Treasury’s right to Collateral, including but not limited to any claim, lien, security interest, encumbrance, preference or priority arrangement or restriction on the transfer or pledge of Collateral (an “Adverse Claim”), except as created by, or otherwise permitted under, the Lending Agreement or by the Treasury; (e) all information set forth on the Certificate is accurate and complete and there has been no change in such information since the date of the Certificate; (f) (i) the Lending Agreement is effective to create in favor of the Treasury a legal, valid, and enforceable security interest in the Collateral described in the Lending Agreement and proceeds thereof; (ii) when financing statements are filed in the state filing offices located in the jurisdictions specified on the Certificate, those security interests shall constitute a fully and validly perfected lien on, and security interest in, all rights, title and interest of the Borrower in ...
REPRESENTATIONS AND WARRANTIES 9. Section 5.1. Representations and Warranties of the Seller Parties 9 ARTICLE VI CONDITIONS OF PURCHASES 13 Section 6.1. Conditions Precedent to Initial Incremental Purchase and Restatement 13 Section 6.2. Conditions Precedent to All Purchases 14
REPRESENTATIONS AND WARRANTIES 9. 5.1 Buyer’s Representations and Warranties 9 5.2 Seller’s Representations and Warranties 10 ARTICLE 6 closing 14 6.1 Place and Date 14 6.2 Possession 14 6.3 Prorations 14
REPRESENTATIONS AND WARRANTIES 9. Section 3.1. Representations and Warranties of the Company 9 Section 3.2. Representations and Warranties of the Buyer Parties 30
REPRESENTATIONS AND WARRANTIES 9. Section 3.1 Representations and Warranties with Respect to the Company and the Operating Partnership 9 Section 3.2 Representations and Warranties of the Helmsley Group Members 11 Section 3.3 Survival of Representations and Warranties 16
REPRESENTATIONS AND WARRANTIES 9. SECTION 4.1 Representations and Warranties of the Issuer, the Transferor and the Servicer 9 SECTION 4.2 Covenants of the Issuer, the Transferor and the Servicer 11 SECTION 4.3 Periodic Notices and Reports 13 SECTION 4.4 Representations and Warranties of the Investors 14
REPRESENTATIONS AND WARRANTIES 9. Section 5.1 Representations and Warranties of the Company 9 Section 5.2 Representations and Warranties of Parent and Merger Sub 35 ARTICLE VI Covenants 44 Section 6.1 Interim Operations 44 Section 6.2 Acquisition Proposals 49 Section 6.3 Filings; Other Actions; Notification 54 Section 6.4 Access and Reports 62 Section 6.5 Publicity 62 Section 6.6 Employee Benefits 63 Section 6.7 Expenses 65 Section 6.8 Indemnification; Directors’ and Officers’ Insurance 65 Section 6.9 Resignation of Directors and Officers 67 Section 6.10 Parent Cooperation 67 Section 6.11 RESERVED 68 Section 6.12 RESERVED 68 Section 6.13 Tax Treatment 68 Section 6.14 Tax Matters 69 Section 6.15 RESERVED 71 Section 6.16 Transition Services Agreement; Separation Agreement 71 Section 6.17 Notice of Current Events 71 Section 6.18 RESERVED 72 Section 6.19 RESERVED 72 Section 6.20 Oncor Entities 72 Section 6.21 Financing 72 ARTICLE VII Conditions 77 Section 7.1 Conditions to All Parties’ Obligations 77 Section 7.2 Conditions to Obligations of Parent and Merger Sub 79 Section 7.3 Conditions to Obligation of the Company and EFIH 82
REPRESENTATIONS AND WARRANTIES 9. Section 4.01. Representations and Warranties of the Seller 9 Section 4.02. Representations and Warranties of the Servicer 13
REPRESENTATIONS AND WARRANTIES 9. Section 2.1 Representations and Warranties of the City 9
