Common use of Representations and Warranties of the Company Entities Clause in Contracts

Representations and Warranties of the Company Entities. In connection with the transactions contemplated by this Agreement, each of the Company Entities hereby jointly and severally represents and warrants to the other Parties that the following statements are correct as of the date hereof: 8.1 Such Company Entity is a corporation, limited partnership, limited liability company or other entity, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation. Such Company Entity has all corporate, limited partnership or limited liability company power and authority necessary to (a) own its properties and assets, (b) carry on its business as now being conducted and (c) execute and deliver this Agreement and to perform its obligations hereunder. 8.2 The execution and delivery by such Company Entity of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Company Entity including all requisite action of its members and general partners, as applicable. This Agreement has been duly executed and delivered by such Company Entity and constitutes a valid and legally binding agreement of such Company Entity enforceable against such Company Entity in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally (other than with respect to the Chapter 11 Case) and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 8.3 Assuming the accuracy of the representations and warranties set forth in Section 7 and Section 9, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to such Company Entity in connection with the execution, delivery and performance by such entities of this Agreement. 8.4 The execution, delivery and performance by such Company Entity of this Agreement does not and will not (a) violate the certificate of formation, certificate of limited partnership, limited liability company agreement, limited partnership agreement or other organizational documents of such Company Entity, (b) violate any law, rule, regulation, judgment, injunction, order or decree applicable to or binding upon such Company Entity or (c) result in a breach of, or constitute a default under, any contract, agreement, license, lease or other commitment to which such Company Entity is a party or is bound, except in each of the cases described in clauses (b) and (c), for any violation, breach or default which would not reasonably be expected, individually or in the aggregate, to prohibit, materially delay or materially and adversely impact such Company Entity’s performance of its obligations under this Agreement. 8.5 There is no pending or, to the knowledge of such Company Entity threatened Proceeding or any order, decree or judgment that is reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby. 8.6 Notwithstanding anything herein to the contrary, it is the explicit intent of the Parties, and the Consenting Noteholders hereby agree, that the representations and warranties made by the Company Entities in this Agreement, the Omnibus Transaction Agreement, and the BTA are the exclusive representations and warranties made by the applicable Company Entities with respect to the Company Entities in connection herewith, including the businesses and assets of each of them or the transactions contemplated by this Agreement and any document delivered pursuant hereto. The Company Entities hereby disclaim any other express or implied, written or oral, representations or warranties with respect to the Company Entities, the businesses and assets of the Company Entities and the transactions contemplated by this Agreement and any document delivered pursuant hereto. None of the Company Entities or any other Person is, directly or indirectly, making any representations or warranties regarding any pro-forma financial information, financial projections or other forward-looking prospects, risks or statements (financial or otherwise) of the Company Entities made, communicated or furnished (orally or in writing) to the Consenting Noteholders or any of their Affiliates or their respective representatives (including any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to the Consenting Noteholders or any of their Affiliates or their respective representatives), and the Company Entities, hereby disclaim all liability and responsibility for any such information and statements. It is understood that any due diligence materials made available to the Consenting Noteholders or any of their Affiliates or their respective representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of the Company Entities or their respective Affiliates or any of their respective representatives.