Representations and Warranties of the Noteholders Sample Clauses

Representations and Warranties of the Noteholders. Each Noteholder, for itself only, hereby represents and warrants, which representations and warranties shall survive the closing, that: (a) Such Noteholders have duly authorized, executed and delivered this Agreement and such of the Transaction Documents as require execution by such Noteholder, and each constitutes the valid and binding obligation of such Noteholders enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (b) Such Noteholders are acquiring the Securities for its own account, and not as nominee or agent. (c) The Securities are being and will be acquired for the purpose of investment and not with a view to distribution or resale thereof; subject, nevertheless, to the condition that, except as otherwise provided herein or in the Stockholder's Agreement and subject to compliance with applicable securities laws, the disposition of the property of such Noteholders shall at all times be within its control. Such Noteholders were not formed solely for the purpose of making an investment in the Company or its Subsidiaries. (d) Such Noteholders understand that it must bear the economic risk of its investment for an indefinite period of time because the Securities are not, and will not be, registered under the Securities Act or any applicable state securities laws, except as may be provided in this Agreement and the Stockholders Agreement, and may not be resold unless subsequently registered under the Securities Act and such other laws or unless an exemption from such registration is available. Such Noteholders acknowledge that, in issuing the Securities, the Company is relying on the representations and warranties of such Noteholders in this Section 4.1. (e) No Person has or will have, as a result of the transactions contemplated by this Agreement, any rights, interest or valid claim against or upon the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because of any act or omission by such Noteholders or any agent of such Noteholder. (f) Such Noteholders hereby acknowledge that the Securities (unless no longer required in the opi...

Representations and Warranties of the Noteholders. Each Noteholder, severally and not jointly, nor jointly and severally, represents and warrants to the Company as follows:

Representations and Warranties of the Noteholders. Each of the Noteholders hereby represents and warrants as to itself that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or partnership action on the part of such Noteholder.

Representations and Warranties of the Noteholders. Each Noteholder, severally with respect to itself and its Represented Accounts (if any) and not jointly with other Noteholders, hereby represents and warrants to the Company that the following statements are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date:

Representations and Warranties of the Noteholders. Each Noteholder hereby represents and warrants to Acquiror as follows: a. Such Noteholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Securities, free and clear of Liens other than as created by this Agreement or such Noteholder’s organizational documents or the organizational documents of the Company (including, without limitation, for the purposes hereof, any agreement between or among stockholders of the Company). As of the date hereof, other than the Covered Securities, such Noteholder does not own beneficially or of record any shares of capital stock of the Company (or any securities convertible into shares of capital stock of the Company) or any interest therein. b. Such Noteholder in each case except as provided in this Agreement, the Investor Rights Agreement or the organizational documents of the Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Covered Securities, (ii) has not entered into any voting agreement or voting trust with respect to any of the Covered Securities that is inconsistent with the such Noteholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Covered Securities that is inconsistent with the such Noteholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. c. If such Noteholder is not an individual, such Noteholder (i) is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has taken all limited liability company or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Noteholder and constitutes a valid and binding agreement of such Noteholder enforceable against such Noteholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium an...

Representations and Warranties of the Noteholders. Each Noteholder, for itself only, hereby represents and warrants, which representations and warranties shall survive the closing, that:

Representations and Warranties of the Noteholders. 13 Section 3.1 Private Placement....................................................................13 Section 3.2 Transferees Bound....................................................................13

Representations and Warranties of the Noteholders. As a material inducement to the Company and the Guarantors to enter into this Agreement, each Noteholder hereby, severally and not jointly, represents and warrants to the Company and the Guarantors as follows:

Representations and Warranties of the Noteholders. Each of the Noteholders jointly and severally represents and warrants to the Company that: (i) the Company will receive valid title to the Relevant Notes of the Noteholders repurchased by it, free and clear of all liens and encumbrances, upon the consummation of the transactions contemplated by this Agreement; (ii) each of the Noteholders is the sole beneficial owner of all of the Relevant Notes owned by it in the aggregate principal amounts set forth on Schedule V attached hereto; (iii) Cragswood is a corporation duly formed under the laws of the British Virgin Islands, RH Profit Sharing is a profit sharing plan duly formed under the laws of New Jersey, RH Number One is a limited partnership duly formed under the laws of Delaware and Mr. Horwitz is a natural person resident in Glen Rock, New Jersey; (i▇) ▇▇▇▇ ▇▇ the Noteholders has the requisite power, authority and, in the case of Mr. Horwitz, legal capacity to enter into this Agreement and to perfo▇▇ ▇▇▇ ▇▇▇▇gations hereunder; (v) this Agreement constitutes a valid and binding obligation of each of the Noteholders, enforceable against each of the Noteholders in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity; and