Representation and Warranty Clause Example with 8 Variations from Business Contracts
This page contains Representation and Warranty clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Representation and Warranty. (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 (or as of the date a Consenting Creditor becomes a party hereto): (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. The execution and delivery of this Agreement and the performance of such Party's 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 material provision of Law, rule or regulation applicable to it or its charter or bylaws (or other similar governing documents), or (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party, except, in the case of the Company, the filing of the Chapter 11 Cases. 19 (iii) 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 the Bankruptcy Court. (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 or record owner or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in of the aggregate principal amount of Convertible Notes under the Convertible Note Purchase Agreements set forth below its name on the signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Creditor that becomes a party hereto after the date hereof), and/or (ii) has, with respect to the beneficial owner(s) of such Notes, (A) full power and authority to vote on and consent to matters concerning such Notes or to exchange, assign and Transfer such Notes, and (B) full power and authority to bind or act on the behalf of, such beneficial owner(s).View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. (a) Each Party, severally (and not jointly), represents and warrants to the other Parties that the following statements are true, correct correct, and complete as of the date hereof (or as of the date a Consenting Creditor party becomes a Supporting Noteholder party hereto): (i) Such i. such Party is validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company company, or si...milar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder. The hereunder; and the execution and delivery of this Agreement and the performance of such Party's obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part. (ii) The part; ii. the execution, delivery delivery, and performance by such Party of this Agreement does not and will not (A) violate any material provision of Law, rule law, rule, 23 or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents), documents) or those of any of its subsidiaries, or (B) conflict with, result in a breach of of, or constitute (with due notice or lapse of time or both) a default under any material contractual debt obligation to which it or any of its subsidiaries is a party, except, in the case of the Company, party except for the filing of the Chapter 11 Cases. 19 (iii) This Cases and the execution, delivery, and performance of the DIP Agreement or related documents; iii. the execution, delivery, and performance by such Party of this Agreement does not and will not require any material registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary and/or required by the SEC or other securities regulatory authorities under applicable securities laws; 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 moratorium, or other similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court. generally. (b) Each Consenting Creditor severally (and not jointly) The Supporting Noteholder represents and warrants to the Company other Parties that, as of the date hereof (or as of the date such Consenting Creditor the Supporting Noteholder becomes a party hereto), such Consenting Creditor Supporting Noteholder (i) is the beneficial or record owner or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in of the aggregate principal amount of the Convertible Notes under the Convertible Note Purchase Agreements or Interests set forth below its name on the signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Creditor Supporting Noteholder that becomes a party hereto after the date hereof), hereof) and does not own any other Convertible Notes or Interests, and/or (ii) has, with respect to the beneficial owner(s) owners of such Convertible Notes, (A) sole investment or voting discretion with respect thereto, (B) full power and authority to vote on and consent to matters concerning such Convertible Notes or to exchange, assign assign, and Transfer transfer such Convertible Notes, and (B) (C) full power and authority to bind or act on the behalf of, such beneficial owner(s). owners. (c) The Supporting Noteholder makes the representations and warranties set forth in Section 20(c) hereof, and in each case, to the other Parties. (d) The Company represents and warrants that: i. as of the Support Effective Date and Plan Effective Date, the Company has not and will not have had an ownership change pursuant to Section 382 of the Code since January 1, 2013 that would impair the value or availability of the Company's Tax Attributes, other than any ownership change resulting from any action taken by or caused by the Supporting Noteholder or any Affiliate thereof on or after April 4, 2020; and ii. from and after the Support Effective Date, the Company shall not have (x) amended any of its income tax returns, (y) filed any income tax return in a matter inconsistent with past practice (unless otherwise required by law), or (z) disposed of any of its assets (or otherwise recognized income or gain) outside the ordinary course of business (other than as a result of or as contemplated by the Restructuring Transactions or this Agreement), in each case, 24 to the extent such action would impair the value or availability for use of the Company's Tax Attributes. 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Representation and Warranty. (a) Each Party, severally (and and not jointly), jointly, represents and warrants to the other Parties that the following statements are true, correct and complete as of the date hereof (or (or, with respect to a Consenting Term Lender that becomes a party hereto after the date hereof, as of the date a such Consenting Creditor Term Lender becomes a party hereto): (i) Such such Party is validly existing and in good standing under the Laws 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. The hereunder, and the execution and delivery of this Agreement and the performance of such Party's obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part. part; (ii) The the execution, delivery and performance by such Party of this Agreement does not and will not (A) violate any material provision of Law, law, rule or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents), documents) or those of any of its subsidiaries or (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party, except, in party; (iii) the case execution, delivery and performance by such Party of this Agreement does not and will not require any material registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary and/or required by the Company, the filing of the Chapter 11 Cases. 19 (iii) This SEC; and 15 (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 the Bankruptcy Court. (b) Each Consenting Creditor Term Lender severally (and not jointly) jointly), represents and warrants to the Company that, as of the date hereof (or as of the date such Consenting Creditor Term Lender becomes a party hereto), such Consenting Creditor Term Lender (i) is the beneficial or record owner or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in of the aggregate principal amount of Convertible Notes under the Convertible Note Purchase Agreements Term Loans set forth below its name on the signature page hereto hereof (or below its name on the signature page of a Joinder Agreement for any Consenting Creditor Term Lender that becomes a party hereto after the date hereof), hereof) and does not beneficially own any other Term Loans and/or (ii) has, with respect to the beneficial owner(s) owners of such Notes, Term Loans, (A) sole investment or voting discretion with respect to such Term Loans, (B) full power and authority to vote on and consent to matters concerning such Notes Term Loans or to exchange, assign and Transfer transfer such Notes, Term Loans and (B) (C) full power and authority to bind or act on the behalf of, such beneficial owner(s). owners. (c) Each Consenting Term Lender severally (and not jointly) makes the representations and warranties set forth in this Section 7, in each case, to the other Parties. View More
Representation and Warranty. (a) Each Party, severally (and and not jointly), jointly, represents and warrants to the each other Parties Party that the following statements are true, correct and complete as of the date hereof (or as (as of the date a Consenting Creditor that such Party first becomes a party hereto): Party): (i) Such such Party is validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability comp...any or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder. The execution and delivery of this Agreement and the performance of such Party's obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership partnership, or other similar action on its part. part; (ii) The the execution, delivery and delivery, or performance by such Party of this Agreement does not and will not (A) violate any material provision of Law, rule law, rule, or regulation applicable to it or its charter or bylaws (or other similar governing documents), or (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party, except, in party; (iii) the case execution, delivery, or performance by such Party of this Agreement does not and will not require any material registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state, or governmental authority or regulatory body, except such filings as may be necessary or required by the SEC or other securities regulatory authorities under applicable securities laws (the Company will rely exclusively on paragraph 42(c) of the Company, the filing of the Chapter 11 Cases. 19 (iii) This Complex Case Procedures for its authority to perform hereunder); (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 moratorium, or other similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability or a ruling except, in the case of the Bankruptcy Court. Company, for the filing of the Chapter 11 Cases; and (v) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements in respect of the Company that have not been disclosed to all Parties to this Agreement. 15 (b) Each Consenting Creditor severally (and not jointly) represents and warrants to the Company that, that as of the date hereof (or as of the date such Consenting Creditor becomes a party hereto), hereto) as follows: (i) such Consenting Creditor (i) is the beneficial or record owner or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in of the aggregate outstanding principal amount of Convertible Priority Guaranteed Notes under the Convertible Note Purchase Agreements or Legacy Notes set forth below its name on the signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Creditor that becomes a party hereto after the date hereof), and/or as the case may be, or (ii) has, with respect to the beneficial owner(s) of such outstanding principal amount of Priority Guaranteed Notes or Legacy Notes, (A) full power and authority sole investment or voting discretion with respect to vote on and consent to matters concerning such outstanding principal amount of Priority Guaranteed Notes or to exchange, assign and Transfer such Legacy Notes, and (B) full power and authority to bind or act on the behalf of, such beneficial owner(s). owner(s); (ii) other than pursuant to this Agreement, such Priority Guaranteed Notes and Legacy Notes are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal or other limitation on disposition or encumbrance of any kind that would adversely affect in any way such Consenting Creditor's performance of its obligations contained in this Agreement at the time such obligations are required to be performed; and (iii) it is either (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act), or (C) for a holder located outside of the U.S. (within the meaning of Regulation S under the Securities Act), a non-U.S. person under Regulation S under the Securities Act, and (ii) any securities of the Company acquired by the Consenting Creditor (or by its managed funds or accounts for which it is an investment advisor, investment manager, manager, nominee, advisors, or subadvisor) in connection with the Restructuring will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act. 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Representation and Warranty. (a) Each Party, severally (and not jointly), represents and warrants to the other Parties that the following statements are true, true and correct and complete as of the date hereof (or as of the date a Consenting Creditor Lender becomes a party hereto): (i) Such Party is validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company or similar authority to enter into this Pla...n Support Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder. The execution and delivery of this Plan Support Agreement and the performance of such Party's obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership partnership, or other similar action on its part. (ii) The execution, delivery delivery, and performance by such Party of this Plan Support Agreement does not and will not (A) violate any material provision of Law, rule law, rule, or regulation applicable to it or its charter or bylaws (or other similar governing documents), or (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party, except, in the case of the Company, Memorial Parties, for the filing of the Chapter 11 Cases. 19 (iii) The execution, delivery, and performance by such Party of this Plan Support Agreement does not and will not require any material registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body, except the filing of the Chapter 11 Cases and such filings as may be necessary or required by the SEC. 15 (iv) This Plan Support 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 subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws relating to or limiting creditors' rights generally generally, concepts of reasonableness or by general equitable principles relating to enforceability or a ruling of the Bankruptcy Court. principles. (b) Each Consenting Creditor Lender severally (and not jointly) represents and warrants to the Company Memorial Parties that, as of the date hereof (or as of the date such Consenting Creditor Lender becomes a party hereto), such Consenting Creditor (i) Lender is the beneficial or record owner or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in of the aggregate principal amount of Convertible Notes under the Convertible Note Purchase Agreements RBL Loans set forth below its name on the signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Creditor Lender that becomes a party hereto after the date hereof), and/or (ii) has, with respect to the beneficial owner(s) of such Notes, (A) full power and authority to vote on and consent to matters concerning such Notes or to exchange, assign and Transfer such Notes, and (B) full power and authority to bind or act on the behalf of, such beneficial owner(s). hereof). View More
Representation and Warranty. (a) a. Each Party, severally (and and not jointly), jointly, represents and warrants to the other Parties that the following statements are true, correct correct, and complete as of the date hereof (or as of the date a Consenting Creditor becomes a party hereto): hereof: (i) Such such Party is validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company company, or similar a...uthority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder. The hereunder; and the execution and delivery of this Agreement and the performance of such Party's obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership partnership, or other similar action on its part. part; (ii) The the execution, delivery delivery, and performance by such Party of this Agreement does not and will not (A) violate any material provision of Law, rule law, rule, or regulation applicable to it it, its articles, bylaws, or its charter or bylaws shareholder agreement (or other similar governing documents), documents); or (B) conflict with, result in a breach of of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party, except, in the case of 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 Chapter 11 Cases. 19 (iii) This 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 moratorium, or other similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court. (b) a court of competent jurisdiction. b. Each Consenting Creditor severally (and not jointly) 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 or record owner or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in of the aggregate principal amount of Convertible Notes under the Convertible Note Purchase Agreements Claims set forth below its name on the signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Creditor that becomes a party hereto after the date hereof), page; and/or (ii) has, with respect to the beneficial owner(s) owners of such Notes, 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 Notes Claims, or to exchange, assign assign, and Transfer transfer such Notes, Claims; and (B) (C) full power and authority to bind or act on the behalf of, such beneficial owner(s). owners. 12 c. The Company represents and warrants to the Consenting Creditors, as of the date hereof, that all of the issued and outstanding equity interests of the Company were duly authorized for issuance and validly issued. View More
Representation and Warranty. (a) Each Party, severally (and not jointly), represents and warrants to the other Parties that the following statements are true, correct correct, and complete as of the date hereof (or as of the date a Consenting Supporting Creditor becomes a party hereto): (i) Such such Party is validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company company, or similar authority to e...nter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder. The hereunder; and the execution and delivery of this Agreement and the performance of such Party's obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part. part; (ii) The the execution, delivery delivery, and performance by such Party of this Agreement does not and will not (A) violate any material provision of Law, rule or regulation applicable to it or its charter or bylaws (or other similar governing documents), documents) or those of any of its subsidiaries or any material provision of law, rule, or regulation applicable to it or any of its subsidiaries or (B) conflict with, result in a breach of of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party, party except, in the case of the Company, for the filing of the Chapter 11 Cases. 19 Cases; (iii) This the execution, delivery, and performance by such Party of this Agreement does not and will not require any material registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary and/or required by the SEC or other securities regulatory authorities under applicable securities laws; 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 moratorium, or other similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court. (v) it has no actual knowledge of any event that, due to any fiduciary or similar duty to any other Person or Entity, would prevent it from taking any action required of it under this Agreement. 17 (b) Each Consenting Supporting Creditor severally (and not jointly) represents and warrants to the Company other Parties that, as of the date hereof (or as of the date such Consenting Supporting Creditor becomes a party hereto), such Consenting Supporting Creditor (i) is the beneficial or record owner or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in of the aggregate principal amount of Convertible Notes under (x) the Convertible Note Purchase Agreements Claims set forth below its name on the signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Creditor that becomes a party hereto after Additional Supporting Creditor), or (y) is the date hereof), and/or nominee, investment manager, advisor, or subadvisor for one or more beneficial holders thereof, or (ii) has, with respect to the beneficial owner(s) owners of such Notes, Claims, (A) sole investment or voting discretion with respect thereto, (B) full power and authority to vote on and consent to matters concerning such Notes Claims or to exchange, assign assign, and Transfer such Notes, Claims, and (B) (C) full power and authority to bind or act on the behalf of, such beneficial owner(s). owners. (c) Each Supporting Noteholder severally (and not jointly) makes the representations and warranties set forth in Section 20(c) hereof, and in each case, to the other Parties. (d) Each Supporting Noteholder severally (and not jointly) represents and warrants to the other Parties that such Supporting Noteholder has not taken any action which would result in the occurrence of a Change of Control (as such term is defined in the Reinstated Indentures), provided that no Supporting Creditor shall be liable to any Company Entity or any other Supporting Creditor for a breach of this Section 3(a)(iv) that is solely the result of another Supporting Creditor's non-compliance of their obligations under this Agreement or the Backstop Agreement. View More
Representation and Warranty. (a) Each Party, severally (and and not jointly), jointly, represents and warrants to the other Parties that the following statements are true, true and correct and complete as of the date hereof (or as of the date a Consenting Creditor Lender becomes a party hereto): (i) Such such Party is validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company or similar authority to e...nter into this Agreement and Agreement, to carry out the transactions contemplated hereby and to perform its obligations contemplated hereunder. The hereunder; and the execution and delivery of this Agreement and the performance of such Party's obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part. part; (ii) The the execution, delivery and performance by such Party of this Agreement does not and will not (A) violate any material provision of Law, law, rule or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents), documents) or those of any of its subsidiaries, or (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party, party except, in the case of the Company, for the filing of the Chapter 11 Cases. 19 Cases; (iii) This the execution, delivery and performance by such Party of this Agreement does not and will not require any material registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary and/or required by the U.S. Securities and Exchange Commission or other securities regulatory authorities under applicable securities laws; 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 the Bankruptcy Court. (b) Each Consenting Creditor Lender severally (and not jointly) represents and warrants to the Company that, as of the date hereof (or as of the date such Consenting Creditor Lender becomes a party hereto), such Consenting Creditor Lender (i) is the beneficial or record owner or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in of the aggregate principal amount of Convertible Notes under the Convertible Note Purchase Agreements Loans set forth below on its name on the signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Creditor Lender that becomes a party hereto after the date hereof), hereof) and does not beneficially own any other indebtedness, and/or (ii) has, with respect to the beneficial owner(s) owners of such Notes, Loans, (A) sole investment or voting discretion with respect thereto, (B) full power and authority to vote on and consent to matters concerning such Notes Loans or to exchange, assign and Transfer transfer such Notes, Loans and (B) (C) full power and authority to bind or act on the behalf of, of such beneficial owner(s). owners. 14 (c) Each Consenting Lender severally (and not jointly) makes the representations and warranties set forth in Section 23(b) hereof, in each case, to the other Parties. View More
Representation and Warranty. (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 (or as of the date a Consenting Creditor Lender becomes a party hereto): (i) Such Party is validly existing and in good standing under the Laws 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 an...d carry out the transactions contemplated hereby and perform its obligations contemplated hereunder. The execution and delivery of this Agreement and the performance of such Party's obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part. 9 (ii) The execution, delivery and performance by such Party of this Agreement does not and will not (A) violate any material provision of Law, law, rule or regulation applicable to it or its charter or bylaws (or other similar governing documents), or (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party, except, in the case of the Company, Fairway Parties, for the filing of the Chapter 11 Fairway Cases. 19 (iii) The execution, delivery and performance by such Party of this Agreement does not and will not require any material registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary or required by the SEC. (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 the Bankruptcy Court. enforceability. (b) Each Consenting Creditor Lender severally (and not jointly) represents and warrants to the Company Fairway Parties that, as of the date hereof (or as of the date such Consenting Creditor Lender becomes a party hereto), such Consenting Creditor Lender (i) is the beneficial or record owner or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in of the aggregate principal amount of Convertible Notes loans under the Convertible Note Purchase Agreements Credit Agreement (the "Loans") set forth below its name on the signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Creditor Lender that becomes a party hereto after the date hereof), and/or (ii) has, with respect to the beneficial owner(s) of such Notes, Loans, (A) sole investment or voting discretion with respect to such Loans, (B) full power and authority to vote on and consent to matters concerning such Notes Loans or to exchange, assign and Transfer such Notes, Loans, and (B) (C) full power and authority to bind or act on the behalf of, such beneficial owner(s). View More
