Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement: (a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; (c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents; (d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and (e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 8 contracts
Sources: Restructuring Support Agreement, Restructuring Support Agreement, Restructuring Support Agreement (iHeartMedia, Inc.)
Mutual Representations, Warranties and Covenants. (a) Each of the Parties representsParties, warrantsseverally and not jointly, represents and covenants warrants to each other PartyParty that the following statements are true, correct, and complete as of the date such Party executed and delivers this Agreement:hereof (or the date that a Transferee becomes a Party):
(ai) it is validly existing and in good standing under the Laws laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(bii) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and or in the Bankruptcy CodeCode (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required by any other person or entity in order for it to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(diii) except as expressly provided in this AgreementAgreement or the Bankruptcy Code (if applicable), it has (or will have, at the relevant time) all requisite corporate or other organizational power and authority to enter into, execute, and deliver into this Agreement and to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part;
(v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and
(evi) except the execution, delivery, and performance by such Party of this Agreement does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided that, (x) the foregoing shall not apply with respect to the Company on account of any defaults arising from the commencement of the Chapter 11 Cases or the pendency of the Restructuring and (y) for the avoidance of doubt, but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof, nothing in this Section 6(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair the Company’s ability to exercise its fiduciary duties as expressly provided set forth by this AgreementSection 20 hereof, it is not party but subject, in all events, to Section 20(b) hereof prior to the Petition Date.
(b) The Caesars Parties represent and warrant to the Restructuring Support Parties that there are no pending agreements (oral or written), understandings, negotiations, or discussions with respect to any restructuring Alternative Proposal.
(c) Each Caesars Party, severally and not jointly, on behalf of itself and its Affiliates, represents, warrants and covenants that it has not offered, and will not offer any Additional Bank Consideration or similar agreements Additional Bond Consideration to any holder of First Lien Bank Debt or arrangements with First ▇▇▇▇ ▇▇▇▇ Debt, respectively, without making such Additional Bank Consideration or Additional Bond Consideration available to Consenting Creditors on a pro rata basis in the other Parties to this Agreement that have not been disclosed to all Parties to manner contemplated in Section 34 in this Agreement.
Appears in 4 contracts
Sources: Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp), Restructuring Support and Forbearance Agreement (Caesars Entertainment Operating Company, Inc.), Restructuring Support and Forbearance Agreement (Caesars Entertainment Operating Company, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 4 contracts
Sources: Restructuring Support Agreement (5E Advanced Materials, Inc.), Restructuring Support Agreement (5E Advanced Materials, Inc.), Restructuring Support Agreement (5E Advanced Materials, Inc.)
Mutual Representations, Warranties and Covenants. (a) Each of the Parties representsParties, warrantsseverally and not jointly, represents and covenants warrants to each other PartyParty that the following statements are true, correct, and complete as of the date hereof and as of December 19, 2014 (or, if later, the date that such Party executed and delivers this Agreement:(or if such Party is a Transferee, such Transferee) first became or becomes a Party):
(ai) it is validly existing and in good standing under the Laws laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(bii) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and or in the Bankruptcy CodeCode (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required by any other person or entity in order for it to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(diii) except as expressly provided in this AgreementAgreement or the Bankruptcy Code (if applicable), it has (or will have, at the relevant time) all requisite corporate or other organizational power and authority to enter into, execute, and deliver into this Agreement and to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part;
(v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and
(evi) except the execution, delivery, and performance by such Party of this Agreement does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided that, (x) the foregoing shall not apply with respect to (i) the Company on account of any defaults arising from the commencement of the Chapter 11 Cases or the pendency of the Restructuring or (ii) CEC on account of any defaults arising from the commencement of a CEC Chapter 11 Case, CEC Bankruptcy Event or the pendency of the Restructuring and (y) for the avoidance of doubt, but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof, nothing in this Section 6(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair the Company’s ability to exercise its fiduciary duties as expressly set forth by Section 20 hereof.
(b) The Caesars Parties represent and warrant to the Restructuring Support Parties that there are no pending agreements (oral or written), understandings, negotiations, or discussions with respect to any Alternative Proposal.
(c) Each Caesars Party, severally and not jointly, on behalf of itself and its Affiliates, represents, warrants and covenants that it has not offered, and will not offer any Additional Bank Consideration or Additional Bond Consideration to any holder of First Lien Bank Debt or First ▇▇▇▇ ▇▇▇▇ Debt, respectively, without making such Additional Bank Consideration or Additional Bond Consideration available to Consenting Creditors on a pro rata basis in the manner contemplated in Section 34 in this Agreement.
(d) Within five (5) Business Days after this Agreement becomes effective, the Company will report to counsel to the Consenting Creditors its calculation of the total amount of First ▇▇▇▇ ▇▇▇▇ Claims held by Consenting Creditors and provide documents sufficient to substantiate this calculation; provided that such calculation may be based solely on the information provided by each Consenting Creditor on its signature page(s) hereto. To the extent the Company subsequently becomes aware of any additional First ▇▇▇▇ ▇▇▇▇ Claims held by Consenting Creditors, it will promptly report its adjusted calculation of First ▇▇▇▇ ▇▇▇▇ Claims held by Consenting Creditors and provide documents sufficient to substantiate this calculation. The Parties acknowledge and agree that, for purposes of determining whether Requisite Consenting Creditors have authorized or taken any action under this Agreement, the Parties will not contest any calculation of Requisite Consenting Creditors premised on the last report of the total amount of First ▇▇▇▇ ▇▇▇▇ Claims held by Consenting Creditors provided by the Company to counsel for the Consenting Creditors. The Parties agree that the Company may rely entirely on information provided to it is not party to any restructuring or similar agreements or arrangements with by the other Parties Consenting Creditors in making its calculation(s) pursuant to this Agreement Section 6(d) and that the Company will have not been disclosed no independent duty to all Parties to this Agreementverify or otherwise investigate the accuracy of any such information.
Appears in 3 contracts
Sources: Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp), Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp), Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, on each date of a Scheme Meeting and on the Restructuring Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term SheetSheets), the Plan, Plan and the Bankruptcy CodeCode or as expressly contemplated by the Implementation Mechanisms, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 3 contracts
Sources: Restructuring Support and Lock Up Agreement (Seadrill LTD), Restructuring Support and Lock Up Agreement (North Atlantic Drilling Ltd.), Restructuring Support Agreement
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed Execution Date, the Agreement Effective Date and delivers this Agreementeach Cash Collateral Release Date:
(a) it is validly existing and in good standing under the Laws laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, Brazilian Bankruptcy Law and the Bankruptcy CodeCode or as expressly contemplated by the Restructuring Documents, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and;
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement;
(f) it has been represented by legal counsel of its choosing in connection with this Agreement and the transactions contemplated by this Agreement, has had the opportunity to review this Agreement with its legal counsel and has not relied on any statements made by any other Party or any other Party’s legal counsel as to the meaning of any term or condition contained herein or in deciding whether to enter into this Agreement or the transactions contemplated hereby; and
(g) the conditions set forth in this Agreement, the Term Sheet and the Restructuring Documents, represent the full set of conditions precedent to the effectiveness of this Agreement or implementation of the Restructuring Transactions as agreed among the Parties.
Appears in 2 contracts
Sources: Plan Support and Lock Up Agreement, Backstop Commitment Agreement
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, severally, and not jointly, that, to the best of its actual knowledge, as of the date such Party executed Execution Date and delivers this Agreementas of the Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy CodeAgreement, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Recapitalization Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Recapitalization Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not (i) party to any restructuring or similar agreements or arrangements relating to the Company or its Affiliates with the other Parties to this Agreement that have not been disclosed to all Parties to this AgreementAgreement or (ii) participating in, or a party to, (as applicable) any agreement, understanding, negotiation, or discussion (in each case, whether oral or written) with respect to any Alternative Transaction Proposal.
Appears in 2 contracts
Sources: Transaction Support Agreement (Neiman Marcus Group LTD LLC), Transaction Support Agreement
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this AgreementAgreement and as of immediately prior to the Agreement Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except (i) as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy CodeCode or (ii) as may be necessary and/or required by the United States Securities and Exchange Commission or other securities regulatory authorities under applicable securities laws, no 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 is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into into, and performance by it of, this Agreement and the transactions Restructuring Transactions contemplated by, by this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association association, or other constitutional documents;Constitutional Documents; and
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Foresight Energy LP), Restructuring Support Agreement (Foresight Energy LP)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, on a several and not joint basis, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this Agreement, a Transfer Agreement, or a Joinder, as applicable:
(a) it is validly existing and in good standing under the Laws of the state jurisdiction of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order Person for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documentsOrganizational Documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with any of the other Parties to this Agreement or any other Person that have not been disclosed to all Parties to this AgreementParties.
Appears in 2 contracts
Sources: Confidentiality Agreement, Confidentiality Agreement
Mutual Representations, Warranties and Covenants. Each of the Parties Party represents, warrants, warrants and covenants to each the other PartyParty that, as of the date such Party executed Effective Date and delivers this Agreementthroughout the Term:
(a) (i) it is and will be duly organized, validly existing and in good standing under the Laws laws of the state jurisdiction of its organization, formation; (ii) it has and will have the requisite power and authority to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes that licensing or qualification necessary; (iii) this Agreement is a has been duly executed and delivered by it and constitutes and will continue to constitute its legal, valid, valid and binding obligation of such Partyobligation, enforceable against it in accordance with its terms, except as enforcement the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general applicability relating to or limiting creditors’ affecting the enforcement of creditor’s rights generally or by equitable and general principles relating to enforceability;
of equity; and (biv) except as expressly provided disclosed on Schedule 5.1, the execution, delivery and performance by it of this Agreement does not and will not (A) violate or conflict with, result in a breach of, constitute a material default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, any material contract to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their respective assets is bound; (B) violate in any material respect any Law applicable to it or any of its Affiliates; or (C) violate or conflict with any provision of the organizational documents of it or any of its Affiliates; and
(i) neither it, nor any of its employees or agents, is debarred, excluded, suspended, proposed for debarment or otherwise ineligible for participation in any federal or provincial health care program; (ii) neither it, nor any of its employees or agents, has been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense; and (iii) neither it nor any of its employees or agents is presently indicted for or otherwise criminally or civilly charged by a governmental entity or agency with commission of any of the offenses enumerated in this Agreement Section 5.1(b) (including in the Restructuring Term Sheetevent of any material breach of this clause (b), the Plan, and non-breaching Party may terminate this Agreement immediately upon written notice to the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;breaching Party).
(c) it holds and will continue to hold all federal, provincial, municipal and other local licenses and permits necessary for the entry into lawful conduct of its business and performance by it ofits activities under this Agreement, including (i) in the case of LMIC, its business of distributing Products or, (ii) in the case of Isologic, its radiopharmacy business for the preparation of the Products and for the dispensing of unit doses containing the Products; and that in each case none of those licenses or permits has or will have expired or has or will have been suspended, terminated, cancelled, not renewed or otherwise lost (in the event that any of the Isologic Radiopharmacies fails to maintain any such licenses or permits, Isologic will notify LMIC promptly of (but in no event later than *** (***) days following) that failure, and LMIC will not be required to deliver any Products to that Isologic Radiopharmacy under this Agreement; and in the transactions contemplated byevent that LMIC fails to maintain any such licenses or permits, this Agreement do notLMIC will notify Isologic promptly of (but in no event later than *** (***) days following) that failure, and will notLMIC shall not deliver any Products to Isologic where the production, conflict in storage, packaging, labelling or distribution of such Products would require such licenses or permits to be maintained (and for the avoidance of doubt, Sections 3.2(a) and (b) shall apply to any material respect with any Law or regulation applicable failure of LMIC to it or with any of its articles of association, memorandum of association or other constitutional documents;deliver Products for such reason).
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power ascertained and authority to enter into, executecomplies with, and deliver this Agreement will ascertain and to effectuate comply with, all applicable Laws and internal policies, including in the Restructuring Transactions contemplated bycase of Isologic those covering (i) disposal of radioactive materials, pollution, hazardous substances or the protection of human health, the environment or natural resources and perform its respective obligations under(ii) handling, this Agreementsales, marketing, preparation, use and distribution of the Products; and
(e) except as expressly provided by this Agreementit will not, it is not party to on behalf of itself and its Affiliates, take any restructuring or similar agreements or arrangements with action that disparages the other Parties to this Agreement Party or their respective products (including the Products and, in the case of Isologic, in any manner that have not been disclosed to all Parties to this Agreementmay reduce or dilute the reputation or distinctiveness of any of the Product trademarks).
Appears in 2 contracts
Sources: Asset Purchase Agreement (Lantheus Holdings, Inc.), Asset Purchase Agreement (Lantheus Holdings, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, on each date of a UK Restructuring Plan Meeting and on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy CodeCode or as expressly contemplated by the Implementation Mechanisms, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Valaris PLC), Restructuring Support Agreement
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this AgreementAgreement and as of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 2 contracts
Sources: Restructuring Support Agreement (FTS International, Inc.), Restructuring Support Agreement (FTS International, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, severally, and not jointly, as of the date such Party executed executes and delivers this Agreement:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as (i) expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, or (ii) as may be necessary and/or required by the SEC or other securities regulatory authorities under applicable securities laws, no material registration or filing with, consent or approval approval, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into this Agreement and performance by it of, and of the transactions contemplated by, this Agreement Restructuring Transactions do not, and will not, not conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association association, or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any other restructuring or similar agreements or arrangements with respect to the Company Parties with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Airspan Networks Holdings Inc.), Restructuring Support Agreement (Party City Holdco Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally, and not jointly, represents, warrants, warrants and covenants to each other PartyParty that, as of the date such Party executed executes and delivers this AgreementAgreement and as of the Agreement Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association association, or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and;
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements arrangements, with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.; and
(f) no Party is considering, or has any agreement or understanding with respect to, any Alternative Restructuring Proposal that has not been disclosed to the Required Consenting Creditors;
Appears in 2 contracts
Sources: Restructuring Support Agreement (California Resources Corp), Restructuring Support Agreement (California Resources Corp)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this AgreementAgreement and on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy CodeCode or as expressly contemplated by the Implementation Mechanisms, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Valaris PLC), Restructuring Support Agreement
Mutual Representations, Warranties and Covenants. (a) Each of the Parties representsParties, warrantsseverally and not jointly, represents and covenants warrants to each other PartyParty that the following statements are true, correct, and complete as of the date hereof and as of December 19, 2014 (or, if later, the date that such Party executed and delivers this Agreement:(or if such Party is a Transferee, such Transferee) first became or becomes a Party):
(ai) it is validly existing and in good standing under the Laws laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(bii) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and or in the Bankruptcy CodeCode (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required by any other person or entity in order for it to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(diii) except as expressly provided in this AgreementAgreement or the Bankruptcy Code (if applicable), it has (or will have, at the relevant time) all requisite corporate or other organizational power and authority to enter into, execute, and deliver into this Agreement and to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part;
(v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and
(evi) except the execution, delivery, and performance by such Party of this Agreement does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided that, (x) the foregoing shall not apply with respect to the Company on account of any defaults arising from the commencement of the Chapter 11 Cases or the pendency of the Restructuring and (y) for the avoidance of doubt, but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof, nothing in this Section 6(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair the Company’s ability to exercise its fiduciary duties as expressly set forth by Section 20 hereof.
(b) The Caesars Parties represent and warrant to the Restructuring Support Parties that there are no pending agreements (oral or written), understandings, negotiations, or discussions with respect to any Alternative Proposal.
(c) Each Caesars Party, severally and not jointly, on behalf of itself and its Affiliates, represents, warrants and covenants that it has not offered, and will not offer any Additional Bank Consideration or Additional Bond Consideration to any holder of First Lien Bank Debt or First ▇▇▇▇ ▇▇▇▇ Debt, respectively, without making such Additional Bank Consideration or Additional Bond Consideration available to Consenting Creditors on a pro rata basis in the manner contemplated in Section 34 in this Agreement.
(d) Within five (5) Business Days after this Agreement becomes effective, the Company will report to counsel to the Consenting Creditors its calculation of the total amount of First ▇▇▇▇ ▇▇▇▇ Claims held by Consenting Creditors and provide documents sufficient to substantiate this calculation; provided that such calculation may be based solely on the information provided by each Consenting Creditor on its signature page(s) hereto. To the extent the Company subsequently becomes aware of any additional First ▇▇▇▇ ▇▇▇▇ Claims held by Consenting Creditors, it will promptly report its adjusted calculation of First ▇▇▇▇ ▇▇▇▇ Claims held by Consenting Creditors and provide documents sufficient to substantiate this calculation. The Parties acknowledge and agree that, for purposes of determining whether Requisite Consenting Creditors have authorized or taken any action under this Agreement, the Parties will not contest any calculation of Requisite Consenting Creditors premised on the last report of the total amount of First ▇▇▇▇ ▇▇▇▇ Claims held by Consenting Creditors provided by the Company to counsel for the Consenting Creditors. The Parties agree that the Company may rely entirely on information provided to it is not party to any restructuring or similar agreements or arrangements with by the other Parties Consenting Creditors in making its calculation(s) pursuant to this Agreement Section 6(d), and that the Company will have not been disclosed no independent duty to all Parties to this Agreementverify or otherwise investigate the accuracy of any such information.
Appears in 2 contracts
Sources: Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp), Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp)
Mutual Representations, Warranties and Covenants. (a) Each of the Parties representsParties, warrantsseverally and not jointly, represents and covenants warrants to each other PartyParty that the following statements are true, correct, and complete as of the date hereof (or, if later, the date that such Party executed and delivers this Agreementfirst became or becomes a Party) but, solely with respect to the Company, subject to any limitations or approvals arising from, or required by, the commencement of the Chapter 11 Cases:
(ai) it is validly existing and in good standing under the Laws laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(bii) except as expressly provided in this Agreement (including or as may be required for disclosure by the Restructuring Term Sheet), the Plan, Securities and the Bankruptcy CodeExchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required by any other person or entity in order for it to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(diii) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other organizational power and authority to enter into, execute, and deliver into this Agreement and to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part;
(v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and
(evi) except as expressly provided the execution, delivery, and performance by such Party of this AgreementAgreement does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is not party a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation.
(b) The Company represents and warrants to any restructuring or similar the Consenting Creditors and the Sponsor that there are no pending agreements or arrangements understandings (oral or written) and that it has not entered into a definitive agreement (oral or written) with respect to an Alternative Proposal as of the other Parties to this Agreement that have not been disclosed to all Parties to this Agreementdate first written above.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Claires Stores Inc), Restructuring Support Agreement (Claires Stores Inc)
Mutual Representations, Warranties and Covenants. (a) Each of the Parties representsParties, warrantsseverally and not jointly and solely with respect to itself, represents and covenants warrants to each other PartyParty that the following statements are true, correct, and complete as of the date such Party executed and delivers this Agreementhereof:
(ai) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(bii) except for any and all required Gaming Approvals, board of director and shareholder approvals necessary for the Merger, as expressly provided in this Agreement, the CEOC Plan or in the Bankruptcy Code, or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required for the Company or CAC to carry out the Restructuring contemplated by, and for each Party to perform its obligations under, this Agreement;
(iii) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and or the Bankruptcy Code, no consent or approval is required by any other person or entity in order it has all requisite organizational power and authority to enter into this Agreement and, for it the Company and New CEC to effectuate carry out the Restructuring Transactions contemplated by, and and, for each Party, perform its respective obligations under, this Agreement;
(civ) the entry into execution and performance delivery by it ofof this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part;
(v) it has been represented by counsel in connection with this Agreement and the transactions contemplated byby this Agreement; and
(vi) the execution, delivery, and performance by such Party of this Agreement do not, does not and will notnot (1) violate any provision of law, conflict in any material respect with any Law rule, or regulation applicable to it or with any of its articles of associationSubsidiaries or its charter, memorandum of association bylaws, or other constitutional similar governing documents;, or those of any of its Subsidiaries, if applicable, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its Subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided that, (x) the foregoing shall not apply with respect to any Party on account of any defaults arising from the commencement of the Chapter 11 Cases or the pendency of the Restructuring and (y) nothing in this Section 4(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair each of the Parties’ respective ability to exercise its duties as set forth in Section 15 hereof.
(db) except Each Party, severally and not jointly, represents and warrants to the other Party that as expressly provided in this Agreement, it has (or will have, at of the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreementdate hereof, it is not party to any restructuring or similar agreements or arrangements with validly existing and in good standing under the other Parties to this Agreement that have not been disclosed to all Parties to this Agreementlaws of the state of its organization.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Caesars Acquisition Co), Restructuring Support Agreement (Caesars Acquisition Co)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally and not jointly, and solely with respect to itself, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this Agreement, a Transfer Agreement, or a Joinder, as applicable:
(a) it is validly existing and in good standing under the Laws of the state or jurisdiction of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy CodeAgreement, no registration or filing with, consent or approval of, or notice to, or other action is required by any other person or entity Person in order for it to enter into this Agreement and effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions Restructuring Transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other applicable constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, and it is not party to (or in discussions with any Person concerning) any Alternative Restructuring Proposal, restructuring or similar agreements or arrangements with any of the other Parties to this Agreement or any other Person that have not been disclosed to all of the Parties to this Agreement.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Ayr Wellness Inc.), Restructuring Support Agreement (Ayr Wellness Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this AgreementAgreement and as of the Plan Effective Date:
(a) it except as to the Creditors’ Committee, such Party is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement to the Creditors’ Committee, it was duly appointed by the Office of the United States Trustee on or about June 24, 2022 (including the Restructuring Term Sheet), the Plan, as reconstituted from time to time) and continues to exist as such pursuant to Section 1102 of the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association association, or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and;
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement; and
(f) it has been represented by legal counsel of its choosing in connection with this Agreement and the transactions contemplated by this Agreement, has had the opportunity to review this Agreement with its legal counsel, and has not relied on any statements made by any other Party or its legal counsel as to the meaning of any term or condition contained herein or in deciding whether to enter into this Agreement or the transactions contemplated hereby.
Appears in 2 contracts
Sources: Chapter 11 Restructuring Support Agreement (Revlon Consumer Products Corp), Chapter 11 Restructuring Support Agreement (Revlon Consumer Products Corp)
Mutual Representations, Warranties and Covenants. (a) Each of the Parties representsParties, warrantsseverally and not jointly, represents and covenants warrants to each other PartyParty that, to the extent applicable, the following statements are true, correct, and complete as of the date such Party executed and delivers this Agreementhereof:
(ai) it is validly existing and in good standing under the Laws laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(bii) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and or in the Bankruptcy CodeCode (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, under this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(diii) except as expressly provided in this AgreementAgreement or the Bankruptcy Code (if applicable), it has (or will have, at the relevant time) all requisite corporate or other organizational power and authority to enter into, execute, and deliver into this Agreement and to effectuate perform its obligations under this Agreement;
(iv) the Restructuring Transactions contemplated byexecution and delivery by it of this Agreement, and perform the performance of its respective obligations underhereunder, have been duly authorized by all necessary organizational action on its part;
(v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and
(evi) except as expressly the execution, delivery, and performance by such Party of this Agreement does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided by this Agreementthat, it is (x) the foregoing shall not party apply with respect to any restructuring Caesars Party on account of any defaults arising from the commencement of the Chapter 11 Cases, a CEC Chapter 11 Case, or similar agreements the pendency of the Restructuring and (y) nothing in this Section 6(a)(vi) shall, or arrangements with shall be deemed to, waive, limit, or otherwise impair each of the other Parties Caesars’ Party’s respective ability to this Agreement that have not been disclosed to all Parties to this Agreementexercise its fiduciary duties as set forth by Section 19 hereof.
Appears in 2 contracts
Sources: Settlement and Forbearance Agreement, Settlement and Forbearance Agreement (CAESARS ENTERTAINMENT Corp)
Mutual Representations, Warranties and Covenants. (a) Each of the Parties representsParties, warrantsseverally and not jointly, represents and covenants warrants to each other PartyParty that the following statements are true, correct, and complete as of the date hereof (or, if later, the date that such Party executed and delivers this Agreement:(or if such Party is a Transferee, such Transferee) first became or becomes a Party):
(ai) it is validly existing and in good standing under the Laws laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; provided, however, that the Second Lien Committee is created by statute and no Second Lien Committee Member and no such Member’s employees, representatives, agents, advisors and affiliates shall have any personal liability whatsoever under this Agreement in its capacity as a Second Lien Committee Member;
(bii) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and or in the Bankruptcy CodeCode (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required by any other person or entity in order for it to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(diii) except as expressly provided in this AgreementAgreement or the Bankruptcy Code (if applicable), it has (or will have, at the relevant time) all requisite corporate or other organizational power and authority to enter into, execute, and deliver into this Agreement and to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part;
(v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and
(evi) except as expressly the execution, delivery, and performance by such Party of this Agreement does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided by this Agreementthat, it is the foregoing shall not party apply with respect to any restructuring Caesars Party on account of any defaults arising from the commencement of the Chapter 11 Cases, a CEC Chapter 11 Case, or similar agreements or arrangements with the pendency of the Restructuring.
(b) The Caesars Parties represent and warrant to the other Restructuring Support Parties that there are no pending agreements (oral or written), understandings, negotiations, or discussions with respect to this Agreement that have not been disclosed to all Parties to this Agreementany Alternative Proposal.
Appears in 2 contracts
Sources: Restructuring Support, Forbearance, and Settlement Agreement (Caesars Acquisition Co), Restructuring Support, Forbearance, and Settlement Agreement (CAESARS ENTERTAINMENT Corp)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally and not jointly, represents, warrants, and covenants to each other PartyParty that, as of the date such Party executed executes and delivers this Agreement, a Joinder, or a Transfer Agreement, as applicable:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and has all requisite corporate, partnership, limited liability company, or other organizational power and authority to enter into this Agreement and to carry out the Transactions contemplated herein and to perform its respective obligations under this Agreement and the Definitive Documents;
(b) this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or generally, by equitable principles relating to enforceability, or a ruling of a court of competent jurisdiction;
(bc) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy CodeAgreement, no consent or approval is required by any other person Person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(cd) except as expressly provided in this Agreement (including the Transaction Term Sheet), the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, not conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association association, or other constitutional documents;
(de) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) and except as expressly provided by this Agreement, it is not party to any restructuring support or similar agreements or arrangements with regarding the other equity or indebtedness of any of the Company Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other PartyParty that, as of the date such Party executed executes and delivers this Agreement, on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except (i) as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy CodeCode or (ii) as may be necessary and/or required by the United States Securities and Exchange Commission or other securities regulatory authorities under applicable securities laws, no 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 is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into into, and performance by it of, this Agreement and the transactions Restructuring Transactions contemplated by, by this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement regarding the Company Parties that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Oasis Petroleum Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:
(a) it is validly existing and in good standing under the Laws of the state and/or country of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including and Israel Insolvency Law and to the Restructuring Term Sheet), knowledge of the Plan, and the Bankruptcy CodeCompany Parties, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement (i) do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents, and (ii) have been duly approved by any necessary corporate action;
(d) it has not assigned, conveyed, sold, hypothecated or otherwise transferred all, any part of or any interest in any claim or Cause of Action that would be released pursuant to the releases set forth in the Restructuring Term Sheet or the Plan;
(e) except as expressly provided in this AgreementAgreement and subject to the Israel Insolvency Law, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(ef) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of (i) the Parties Company Parties, jointly and severally, and (ii) the Consenting Stakeholders, severally and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this AgreementAgreement or, in the case of a Consenting Lender, a Joinder, as applicable:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Person in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documentsOrganizational Documents;
(d) it is not currently engaged in any discussions, negotiations or other arrangements with respect to any Alternative Restructuring Proposal or Alternative Restructuring;
(e) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(ef) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally and not jointly, represents, warrants, and covenants to each other PartyParty that, as of the date such Party executed executes and delivers this Agreement, a Joinder, or a Transfer Agreement:
(a) to extent applicable, it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Person in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) to extent applicable, the entry into and performance by it of, and the transactions contemplated by, this Agreement (including the Restructuring Transactions) do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association association, or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and;
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement; and
(f) no Party is considering, or has any agreement or understanding with respect to, any Alternative Restructuring Proposal that has not been disclosed to the Debtor and the other Supporting Parties.
Appears in 1 contract
Sources: Restructuring Support Agreement (SVB Financial Group)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:
(a) it is validly existing and in good standing under the Laws of the state jurisdiction of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy CodeAgreement, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and and, with respect to the Company Parties, subject to the necessary approvals of the Bankruptcy Court to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement. For the avoidance of doubt, the Amended and Restated ▇▇▇▇▇ Energy Noteholder Cooperation Agreement dated May 16, 2018, has been made available to all Parties.
Appears in 1 contract
Sources: Restructuring Support Agreement (Jones Energy, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally, and not jointly, represents, warrants, warrants and covenants to each other PartyParty that, as of the date such Party executed executes and delivers this AgreementAgreement and as of the Agreement Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, Plan and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association association, or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and;
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements arrangements, with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement; and
(f) no Party is considering, or has any agreement or understanding with respect to, any Alternative Transaction Proposal that has not been disclosed to the Required Consenting Noteholders.
Appears in 1 contract
Sources: Transaction Support Agreement (Ferrellgas Partners Finance Corp)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other PartyParty that, as of the date such Party executed and delivers this Agreement, a Transfer Agreement, or a Joinder, as applicable, and as of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Global Clean Energy Holdings, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties Consenting Senior Noteholders, severally and not jointly, and the Company Parties, but solely with respect to the Company Parties, subject to any necessary Bankruptcy Court approval, as and to the extent applicable, hereby represents, warrants, and covenants to each other Partyother, as of the date such Party executed and delivers this Agreement:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including Agreement, the Restructuring Plan Term Sheet), the Plan, and or the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this AgreementAgreement or the Bankruptcy Code, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (CBL & Associates Limited Partnership)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, that:
(a) it is validly existing and in good standing under the Laws of the state or country of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Chapter 11 Plan, and the Bankruptcy CodeCode or as expressly contemplated by the Implementation Mechanisms, no consent or approval is required by any other person or entity (other than in connection with a Super Senior Term Loan Claim and/or a TLB Secured Claim subject to a pending Trade) in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions (other than in connection with a pending Transfer to a Consenting TLB Lender) contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements relating to the Chapter 11 Cases with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:
, on the Restructuring Effective Date: (a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
; (b) except as expressly provided in this Agreement (including Agreement, the Restructuring Term Sheet)Purchase Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
; (c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
; (d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
and (e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Cyxtera Technologies, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, a Joinder, or Transfer Agreement on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Venator Materials PLC)
Mutual Representations, Warranties and Covenants. Each of the Parties Party represents, warrants, warrants and covenants to each the other Party, as of each of the date such Party executed Execution Date and delivers this Agreementthe Effective Date as follows:
(a) 10.2.1. it is duly organized, validly existing existing, and in good standing under the Applicable Laws of the state of its organizationjurisdiction in which it is organized, and has full corporate or limited liability company power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder;
10.2.2. this Agreement is a legal, valid, has been duly executed and delivered by such Party and constitutes the valid and binding obligation of such Party, enforceable against it such Party in accordance with its terms, except as enforcement enforceability may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other Applicable Laws relating to or limiting affecting creditors’ rights generally or and by general equitable principles relating to enforceabilityprinciples;
(b) except as expressly provided in this Agreement (including 10.2.3. such Party has the Restructuring Term Sheet)full right, the Planpower and authority to execute, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, deliver and perform its respective obligations under, this Agreement;
(c) 10.2.4. the entry into execution, delivery and performance by it of, and the transactions contemplated by, of this Agreement do nothave been duly authorized by all necessary action on the part of such Party, its respective officers and directors and its respective stockholders or members;
10.2.5. the execution, delivery and performance of this Agreement neither breaches, violates, contravenes or constitutes a default under any contracts, arrangements or commitments to which such Party is a party or by which it is bound, nor violates any order or Applicable Law of any court or Governmental Authority having authority over it; and
10.2.6. such Party has not entered into, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to not enter into, executeany contract, and deliver this Agreement and to effectuate arrangement or commitment in the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to future that conflicts with or violates any restructuring term or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to provision of this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:
(a) it is validly existing and in good standing under the Laws laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;may...
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, Brazilian Bankruptcy Law and the Bankruptcy CodeCode or as expressly contemplated by the Restructuring Documents, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;pers...
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;memorandum...
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; andco...
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.; (f) it has been represented by legal counsel of its choosing in connection with this Agreement and the transactions contemplated by this Agreement, has had the opportunity to review this Agreement with its legal counsel and has not relied on any state...
(g) the conditions set forth in this Agreement, the Term Sheet and the Restructuring Documents, represent the full set of conditions precedent to the effectiveness of this Agreement or implementation of the Restructuring Transactions as agreed among t...
Appears in 1 contract
Sources: Plan Support and Lock Up Agreement
Mutual Representations, Warranties and Covenants. Each of the Parties (severally and not jointly) represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, and as of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant timetimes) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Plan Support Agreement (Vanguard Natural Resources, Inc.)
Mutual Representations, Warranties and Covenants. 7.1 Each of the Parties Parties, severally and not jointly nor jointly and severally, represents, warrants, warrants and covenants to each other PartyParty that the following statements are true, correct, and complete as of the date hereof (or, if later, the date that such Party executed and delivers this Agreement:(or if such Party is a Transferee, such Transferee) first became or becomes a Party):
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and or in the Bankruptcy CodeCode (if applicable) or as may be required for disclosure by the U.S. Securities and Exchange Commission or other securities regulatory authorities under applicable Laws, no material consent or approval of, or any registration or filing with, or notice to any other Person is required by any other person or entity in order for it to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(ed) except as expressly provided the entry into, and performance by it of, this Agreement and the Restructuring Transactions contemplated by this AgreementAgreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it is not party to or with any restructuring of its articles of association, memorandum of association or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreementconstitutional documents.
Appears in 1 contract
Sources: Reorganization Agreement (CorEnergy Infrastructure Trust, Inc.)
Mutual Representations, Warranties and Covenants. Each XBP and each of the Parties Debtors, jointly and severally subject to any necessary Bankruptcy Court approval, as and to the extent applicable, hereby represents, warrants, and covenants to each other Partyother, as of the date such Party executed and delivers delivered this Agreement:
(a) (i) it is validly existing and in good standing under the Laws of the state of its organizationorganization or incorporation, and (ii) this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement Agreement, the XBP Transaction Documents, the Plan (including the requirement of obtaining XBP shareholder consent for those actions requiring shareholder consent as set forth in the Restructuring Term Sheet), the Plan, Steps Exhibit) and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and of the transactions contemplated by, by this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by in this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Transaction Support Agreement (XBP Europe Holdings, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, on a several and not joint basis, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this AgreementAgreement or a Joinder, as applicable:
(a) it is validly existing and in good standing under the Laws laws of the state or jurisdiction of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Person in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, of and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documentsOrganizational Documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement or any other Person that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Pennsylvania Real Estate Investment Trust)
Mutual Representations, Warranties and Covenants. 12.01. Each of the Parties Parties, severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, and as of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person Person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements arrangements, including cooperation agreements, with the any other Parties entity or Person with respect to this Agreement Senior Notes Claims that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Frontier Communications Corp)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:
: (a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
; (b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions and Uniti Transactions contemplated by, and perform its respective obligations under, this Agreement;
; (c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
; (d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions and Uniti Transactions contemplated by, and perform its respective obligations under, this Agreement; and
and (e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Chapter 11 Plan Support Agreement (Windstream Services, LLC)
Mutual Representations, Warranties and Covenants. Each of the Parties Consenting Stakeholders and each Company Party, in each case severally and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:Agreement or Joinder(s):
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Accelerate Diagnostics, Inc)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this Agreement:
(a) it is validly existing and in good standing under the Laws of the state jurisdiction of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy CodeAgreement, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and and, with respect to the Company Parties, subject to the necessary approvals of the Bankruptcy Court to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement regarding the Company Parties that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Denbury Resources Inc)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, a Joinder, or a Transfer Agreement on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties (severally and not jointly) represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, and as of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Plan Support Agreement (Vanguard Natural Resources, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this AgreementAgreement and as of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, except to the extent that any failure to be so existing and in good standing could not reasonably be expected to have a material adverse effect, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association association, or other constitutional documentsor organizational documents (e.g., charter; certificate or articles of incorporation, formation, or organization; bylaws; or limited liability company or operating agreement);
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement Agreement, pertaining to the Company and its affiliates (excluding any Entity that is a purported affiliate solely based on ownership of common units representing limited partner interests), that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Martin Midstream Partners L.P.)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this Agreement, a Joinder or a Transfer Agreement:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, severally, and not jointly, that, as of the date such Party executed Execution Date and delivers this Agreementas of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy CodeAgreement, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, (i) conflict in any material respect with any Law or regulation applicable to it or with any of its articles certificates of associationincorporation, memorandum of association bylaws, limited liability company agreements, or other constitutional documentsOrganizational Documents, or (ii) 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 Chapter 11 Cases may result in a breach of or constitute a default under such obligations);
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(e) it has sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement, and has been afforded the opportunity to consult with its legal and financial advisors with respect to its decision to execute this Agreement, and it has made its own analysis and decision to enter into this Agreement and otherwise investigated this matter to its full satisfaction; and
(ef) except as expressly provided by this Agreement, it is not party with the other Parties to this Agreement to any restructuring or similar agreements or arrangements with regarding the other indebtedness of any of the Company Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, a Transfer Agreement, or a Joinder, as applicable, and as of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Vertex Energy Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, on a several and not joint basis, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this AgreementAgreement or a Joinder, as applicable:
(a) it is validly existing and in good standing under the Laws of the state or jurisdiction of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order Person for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and of the transactions contemplated by, by this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documentsOrganizational Documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement or any other Person that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Ww International, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this Agreement:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Chapter 11 Plan, the WHOA Plan, the U.S. Bankruptcy Code and the Bankruptcy CodeDutch Restructuring Law, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring support or similar agreements or arrangements with the other Parties to this Agreement concerning the Company Parties that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (DIEBOLD NIXDORF, Inc)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, Party hereby represents and covenants to each other Party, warrants as of the date such Effective Date and, to the extent applicable, covenants to the other Party executed and delivers this Agreementthat:
(a) it is a corporation duly incorporated, validly existing existing, and in good standing under standing;
(b) it has taken all necessary actions on its part to authorize the Laws execution, delivery, and performance of the state of its organizationobligations undertaken in this Agreement, and no other corporate actions are necessary with respect thereto;
(c) it is not a party to any agreement or understanding and knows of no law or regulation that would prohibit it from entering into and performing this Agreement;
(d) when executed and delivered by it, this Agreement is will constitute a legal, valid, and binding obligation of such Partyit, enforceable against it in accordance with its this Agreement’s terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(be) except as expressly provided it is duly licensed, authorized, or qualified to do business and is in this Agreement (including the Restructuring Term Sheet)good standing in every jurisdiction in which a license, the Planauthorization, and the Bankruptcy Code, no consent or approval qualification is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, under this Agreement;
(cf) the entry into and performance by it ofhas, and throughout the transactions contemplated byTerm, this Agreement do notwill retain the unconditional and irrevocable right, power, and will not, conflict in any material respect with any Law or regulation authority to grant the applicable to it or with any of its articles of association, memorandum of association or other constitutional documentsrights and licenses provided for under this Agreement;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant timeg) all requisite corporate or Samples that it provides to the other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements Party hereunder will comply with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreementapplicable Sample Requirements.
Appears in 1 contract
Sources: Master Collaboration Agreement (Kura Oncology, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:
: (a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
; (b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions and Uniti Transactions contemplated by, and perform its respective obligations under, this Agreement;
; (c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
; (d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions and Uniti Transactions contemplated by, and perform its respective obligations under, this Agreement; and
and (e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.. 23
Appears in 1 contract
Sources: Chapter 11 Plan Support Agreement (Windstream Services, LLC)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this Agreement, on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association association, or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements regarding the Debtors with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Washington Prime Group, L.P.)
Mutual Representations, Warranties and Covenants. 12.01. Each of the Parties Parties, severally, and not jointly and severally, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, a Joinder, or a Transfer Agreement, as applicable, and on the Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Prepackaged Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its certificate of incorporation, formation or partnership, bylaws, operating agreement, agreement of limited partnership, articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not a party to, or in discussions regarding, any contract, agreement, commitment, understanding, or other binding agreement or obligation (written or oral) with any other person with respect to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreementan Alternative Restructuring Proposal.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this AgreementAgreement and as of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions or the Sale Transaction contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions and the Sale Transaction contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this AgreementParties.
Appears in 1 contract
Sources: Restructuring Support Agreement (Ascena Retail Group, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties Company Parties, and with respect to the Consenting Stakeholders, severally and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this AgreementAgreement and on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and of the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Centric Brands Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions and Uniti Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions and Uniti Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Chapter 11 Plan Support Agreement (Uniti Group Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this Agreement, a Joinder or a Transfer Agreement, as applicable, and as of the Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ ' rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including Agreement, the Restructuring Term Sheet)Merger Agreement, the Plan, and the Bankruptcy Code, if applicable, no consent or approval is required by any other person or entity Person in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement Agreement, and the Merger Agreement, do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documentsOrganizational Documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Transaction Support Agreement (Bonanza Creek Energy, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements regarding the Company Parties with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. (a) Each of the Parties representsParties, warrantsseverally and not jointly, represents and covenants warrants to each other PartyParty that the following statements are true, correct, and complete as of the date hereof and as of December 19, 2014 (or, if later, the date that such Party executed and delivers this Agreement:(or if such Party is a Transferee, such Transferee) first became or becomes a Party):
(ai) it is validly existing and in good standing under the Laws laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(bii) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and or in the Bankruptcy CodeCode (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required by any other person or entity in order for it to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(diii) except as expressly provided in this AgreementAgreement or the Bankruptcy Code (if applicable), it has (or will have, at the relevant time) all requisite corporate or other organizational power and authority to enter into, execute, and deliver into this Agreement and to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part;
(v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and
(evi) except the execution, delivery, and performance by such Party of this Agreement does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided that, (x) the foregoing shall not apply with respect to the Company on account of any defaults arising from the commencement of the Chapter 11 Cases or the pendency of the Restructuring and (y) for the avoidance of doubt, but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof, nothing in this Section 6(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair the Company’s ability to exercise its fiduciary duties as expressly provided set forth by this AgreementSection 20 hereof.
(b) The Caesars Parties represent and warrant to the Restructuring Support Parties that there are no pending agreements (oral or written), it is not party understandings, negotiations, or discussions with respect to any restructuring Alternative Proposal.
(c) Each Caesars Party, severally and not jointly, on behalf of itself and its Affiliates, represents, warrants and covenants that it has not offered, and will not offer any Additional Bank Consideration or similar agreements Additional Bond Consideration to any holder of First Lien Bank Debt or arrangements with First ▇▇▇▇ ▇▇▇▇ Debt, respectively, without making such Additional Bank Consideration or Additional Bond Consideration available to Consenting Bank Creditors on a pro rata basis in the other Parties to this Agreement that have not been disclosed to all Parties to manner contemplated in Section 34 in this Agreement.
Appears in 1 contract
Sources: Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this AgreementAgreement and as of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this AgreementParties.
Appears in 1 contract
Sources: Restructuring Support Agreement (Ascena Retail Group, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, a Joinder or Transfer Agreement on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this AgreementAgreement and as of immediately prior to the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except (i) as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy CodeCode or (ii) as may be necessary and/or required by the SEC or other securities regulatory authorities under applicable securities laws, no 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 is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into this Agreement and performance by it of, and of the transactions contemplated by, this Agreement thereby do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association association, or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Pioneer Energy Services Corp)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this Agreement, a Joinder or a Transfer Agreement, as applicable, and as of the Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including Agreement, the Restructuring Term Sheet)Merger Agreement, the Plan, and the Bankruptcy Code, if applicable, no consent or approval is required by any other person or entity Person in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement Agreement, and the Merger Agreement, do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documentsOrganizational Documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Transaction Support Agreement (HighPoint Resources Corp)
Mutual Representations, Warranties and Covenants. Each of the Parties Party hereby represents, warrants, and covenants (as applicable) to each the other Party, as of the date such Party executed and delivers this AgreementEffective Date, as follows:
(a) it is a company or corporation duly organized, validly existing existing, and in good standing under the Laws laws of the state jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses granted by it hereunder;
(i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its organizationobligations hereunder; and (iii) the Agreement has been duly executed and delivered on behalf of such Party, and this Agreement is constitutes a legal, valid, and binding obligation of such Party, Party that is enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) it is not a party to any agreement that would prevent it from granting the entry into and performance by it of, and rights granted to the transactions contemplated by, other Party under this Agreement do not, and will not, conflict or performing its obligations under the Agreement in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documentsrespect;
(d) except as expressly provided it shall comply in this Agreement, it has (or will have, at all material aspects with all applicable Laws in the relevant time) all requisite corporate or other power course of performing its obligations and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform exercising its respective obligations under, rights under this Agreement; and
(e) except as expressly provided by this Agreementit has not employed or otherwise used in any capacity, it is and will not party employ or otherwise use in any capacity, the services of any Person debarred under United States Law, including under Section 21 U.S.C. 335(a) or any foreign equivalent thereof, with respect to any restructuring the Product or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to otherwise in performing its responsibilities under this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this AgreementAgreement and as of the Effective Date:
(a) it shall not directly or indirectly initiate or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other transactions contemplated by the Restructuring Transactions described herein against other Parties other than to enforce this Agreement or any Definitive Document or as otherwise not prohibited by this Agreement or any Definitive Document;
(b) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(bc) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(cd) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(de) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(ef) except as expressly provided by this Agreement, it is not party to any restructuring support or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. 8.01. Each of the Parties Parties, severally and not jointly nor jointly and severally, represents, warrants, warrants and covenants to each other PartyParty that the following statements are true, correct, and complete as of the date hereof (or, if later, the date that such Party executed and delivers this Agreement:(or if such Party is a Transferee, such Transferee) first became or becomes a Party):
(a) it is validly existing and in good standing under the Laws of the state jurisdiction of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and or in the Bankruptcy CodeCode (if applicable) or as may be required for disclosure by the U.S. Securities and Exchange Commission or other securities regulatory authorities under applicable Laws, no material consent or approval of, or any registration or filing with, or notice to any other Person is required by any other person or entity in order for it to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(ed) except as expressly provided the entry into, and performance by it of, this Agreement and the Restructuring Transactions contemplated by this AgreementAgreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it is not party to or with any restructuring of its articles of association, memorandum of association or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreementconstitutional documents.
Appears in 1 contract
Sources: Confidentiality Agreement (National CineMedia, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally and not jointly, and solely with respect to itself, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this Agreement, a Transfer Agreement, or a Joinder, as applicable:
(a) it is validly existing and in good standing under the Laws of the state or jurisdiction of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, and the Bankruptcy CodeAgreement, no registration or filing with, consent or approval of, or notice to, or other action is required by any other person or entity Person in order for it to enter into this Agreement and effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions Restructuring Transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other applicable constitutional documents;; and
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant timetimes) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, and it is not party to (or in discussions with any Person concerning) any Alternative Restructuring Proposal, restructuring or similar agreements or arrangements with any of the other Parties to this Agreement or any other Person that have not been disclosed to all of the Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Medicine Man Technologies, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this AgreementAgreement and as of the Effective Date:
(a) it shall not directly or indirectly initiate, or direct any other person to initiate, any litigation or proceeding against any Party that is inconsistent with this Agreement;
(b) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(bc) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan (or the Non-TopCo Plan, as applicable), and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(cd) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(de) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(ef) except as expressly provided by this Agreement, it is not party to any restructuring support or similar agreements or arrangements relating to the Company Parties with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed executes and delivers this Agreement or a Transfer Agreement, as applicable:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Person in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documentsOrganizational Documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and;
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement; and
(f) solely with respect to each Company Party, it is not, as defined in 31 C.F.R. § 800 et seq., a U.S. business that produces, designs, tests, manufactures, fabricates, or develops a critical technology and infrastructure that is utilized or designed as described by 31 C.F.R. § 800.401(c).
Appears in 1 contract
Sources: Restructuring Support Agreement (Ultra Petroleum Corp)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, severally, and not jointly, that, as of the date such Party executed Execution Date and delivers this Agreementas of the Transaction Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheetrequisite consents required before the entry into the Definitive Documents), the Plan, and the Bankruptcy Code, no third-party consent or approval is required by any other person or entity in order Person for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles certificates of associationincorporation, memorandum of association bylaws, limited liability company agreements, or other constitutional documentsOrganizational Documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(e) it has sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement, and has been afforded the opportunity to consult with its legal and financial advisors with respect to its decision to execute this Agreement, and it has made its own analysis and decision to enter into this Agreement and otherwise investigated this matter to its full satisfaction; and
(ef) except as expressly provided by this Agreement, it is not a party to, or in discussions regarding, any contract, agreement, commitment, understanding, or other binding agreement or obligation (written or oral) with any other Person with respect to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreementan Alternative Transaction.
Appears in 1 contract
Sources: Transaction Support Agreement (Sphere Entertainment Co.)
Mutual Representations, Warranties and Covenants. 7.01. Each of the Parties Parties, severally and not jointly, represents, warrants, warrants and covenants to each other PartyParty that the following statements are true, correct, and complete as of the date hereof (or, if later, the date that such Party executed and delivers this Agreement:(or if such Party is a Transferee, such Transferee) first became or becomes a Party):
(a) it is validly existing and in good standing under the Laws of the state jurisdiction of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including Agreement, the Restructuring Term Sheet), the Plan, and the BCA or in the Bankruptcy CodeCode (if applicable) or as may be required for disclosure by the U.S. Securities and Exchange Commission or other securities regulatory authorities under applicable Laws, no material consent or approval of, or any registration or filing with, or notice to any other Person is required by any other person or entity in order for it to effectuate carry out the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(ed) except as expressly provided the entry into, and performance by it of, this Agreement and the Restructuring Transactions contemplated by this AgreementAgreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it is not party to or with any restructuring of its articles of association, memorandum of association or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreementconstitutional documents.
Appears in 1 contract
Sources: Restructuring Support Agreement
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally, and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, a Joinder, or a Transfer Agreement, as applicable, and as of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, if applicable, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Avaya Holdings Corp.)
Mutual Representations, Warranties and Covenants. Each of the Parties Parties, severally, and not jointly and severally, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, a Joinder, or a Transfer Agreement, as applicable, and on the Prepackaged Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Prepackaged Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not a party to, or in discussions regarding, any contract, agreement, commitment, understanding, or other binding agreement or obligation (written or oral) with any other person with respect to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreementan Alternative Restructuring Proposal.
Appears in 1 contract
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, severally, and not jointly, that, as of (i) the date such Party executed Execution Date and delivers (ii) the Plan Effective Date (but, in respect of the foregoing (i), subject to changes resulting from any Transfers made pursuant to Section 9 of this Agreement:):
(a) it is validly existing and in good standing under the Laws of the state or jurisdiction of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person Person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) except as expressly provided in this Agreement, the Plan, and the Bankruptcy Code, the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, (i) conflict in any material respect with any Law or regulation applicable to it or with any of its articles certificates of associationincorporation, memorandum of association bylaws, limited liability company agreements, or other constitutional documentsOrganizational Documents, or (ii) 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 Chapter 11 Cases may result in a breach of or constitute a default under such obligations);
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(e) it has sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement, and has been afforded the opportunity to consult with its legal and financial advisors with respect to its decision to execute this Agreement, and it has made its own analysis and decision to enter into this Agreement and otherwise investigated this matter to its full satisfaction; and
(ef) except as expressly provided by this Agreement, it is not party with the other Parties to this Agreement to any restructuring or similar agreements or arrangements with regarding the other indebtedness of any of the Company Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Transaction Support Agreement (Container Store Group, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers delivered this Agreement, on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except (i) as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy CodeCode or (ii) as may be necessary and/or required by the SEC or other securities regulatory authorities under applicable securities laws, no 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 is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Extraction Oil & Gas, Inc.)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement, on the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (J C Penney Co Inc)
Mutual Representations, Warranties and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed Execution Date, the Agreement Effective Date and delivers this Agreementeach Cash Collateral Release Date:
(a) it is validly existing and in good standing under the Laws laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet), the Plan, Brazilian Bankruptcy Law and the Bankruptcy CodeCode or as expressly contemplated by the Restructuring Documents, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and;
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.;
(f) it has been represented by legal counsel of its choosing in connection with this Agreement and the transactions contemplated by this Agreement, has had the opportunity to review this Agreement with its legal counsel and has not relied on any statements made by any other Party or any other Party’s legal counsel as to the meaning of any term or condition contained herein or in deciding whether to enter into this Agreement or the transactions contemplated hereby; and
(g) the conditions set forth in this Agreement, the Term Sheet and the Restructuring Documents, represent the full set of conditions precedent to the effectiveness of this Agreement or implementation of the Restructuring Transactions as agreed among the Parties. PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
Appears in 1 contract
Sources: Plan Support and Lock Up Agreement
Mutual Representations, Warranties and Covenants. Each of the Parties Consenting Stakeholders and each Company Party, in each case severally and not jointly, represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this AgreementAgreement or Joinder(s) and as of immediately prior to the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.
Appears in 1 contract
Sources: Restructuring Support Agreement (Chesapeake Energy Corp)
Mutual Representations, Warranties and Covenants. Each of the Parties Party hereto, severally and not jointly, represents, warrants, and covenants to each other PartyParty that, as of the date such Party executed executes and delivers this AgreementAgreement and as of the Plan Effective Date:
(a) it is validly existing and in good standing under the Laws of the state of its organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(b) except as expressly provided in this Agreement (including the Restructuring Term Sheet)Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
(c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association association, or other constitutional documents;
(d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; and;
(e) except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement; and
(f) to the extent a Party is a Released Party, such Party has not assigned, conveyed, sold, hypothecated, or otherwise transferred all or any part of or any Interest in any Cause of Action that would be a Released Claim hereunder.
Appears in 1 contract
Sources: Restructuring Support Agreement (QualTek Services Inc.)