Party is a party thereto), and delivery of the Definitive Documents. Furthermore, subject to the terms and conditions hereof, each of the Parties shall take such action as may be reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings.
8. Representations and Warranties.
a. Each Party, severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct, and complete as of the date hereof:
(i) such Party is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company, or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of such Partys obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership, or other similar action on its part;
(ii) the execution, delivery, and performance by such Party of this Agreement does not and will not (A) violate any provision of law, rule, or regulation applicable to it, its articles, bylaws, or shareholder agreement (or other similar governing documents); or (B) conflict with, result in a breach of, or constitute a default under any material contractual obligation to which it is a party (provided, however, that with respect to the Company, it is understood that commencing the Restructuring may result in a breach of or constitute a default under such obligations);
(iii) the execution, delivery, and performance by such Party of this Agreement does not and will not require any registration or filing with, consent, or approval of, or notice to, or other action, with or by, any federal, provincial, or governmental authority or regulatory body, except such filings as may be necessary and/or required by a court of competent jurisdiction overseeing the in-court Restructuring; and
(iv) this Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors rights generally or by equitable principles relating to enforceability or a ruling of a court of competent jurisdiction.
b. Each Consenting Creditor severally (and not jointly), represents and warrants to the Company that, as of the date hereof (or as of the date such Consenting Creditor becomes a party hereto), such Consenting Creditor (i) is the beneficial owner of the aggregate principal amount of Claims set forth below its name on the signature page; and/or (ii) has, with respect to the beneficial owners of such Claims, (A) sole investment or voting discretion with respect to such Claims; (B) full power and authority to vote on and consent to matters concerning such Claims, or to exchange, assign, and transfer such Claims; and (C) full power and authority to bind or act on the behalf of, such beneficial owners.