Representations and Warranties of ▇▇▇▇▇▇ (Initial Assets) Clause Samples

Representations and Warranties of ▇▇▇▇▇▇ (Initial Assets). ▇▇▇▇▇▇ hereby makes the following representations and warranties with respect to the transfer of any Initial Asset, on and as of the Initial Closing Date and the applicable Delivery Date relating to such Initial Asset (in each case, pertaining to the facts and circumstances then existing on such date):
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Representations and Warranties of ▇▇▇▇▇▇ (Initial Assets). ▇▇▇▇▇▇ hereby makes the following representations and warranties with respect to the transfer of any Initial [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Asset, on and as of the Initial Closing Date and the applicable Delivery Date relating to such Initial Asset (in each case, pertaining to the facts and circumstances then existing on such date):
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Related to Representations and Warranties of ▇▇▇▇▇▇ (Initial Assets)

  • Representations and Warranties of ▇▇▇▇▇▇ ▇▇▇▇▇▇ hereby ---------------------------------------- represents and warrants as follows: (a) ▇▇▇▇▇▇ has the full right, power and authority to enter into, execute and deliver this Agreement and all other related documents to which ▇▇▇▇▇▇ is a party. (b) ▇▇▇▇▇▇ has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which ▇▇▇▇▇▇ is a party. This Agreement and such related documents are, and as of the Closing will be, the legal, valid and binding obligation of ▇▇▇▇▇▇, enforceable in accordance with their respective terms. (c) ▇▇▇▇▇▇ understands and agrees that (subject to the Registration Rights Agreement): (i) The Reorganized Prism Securities shall not have been registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, based upon an exemption from such registration requirements under the Securities Act and applicable state securities law; (ii) The Reorganized Prism Securities are and will be "restricted securities" as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act; (iii) The Reorganized Prism Securities may not be sold or otherwise transferred unless they have been first registered under the Securities Act and applicable state securities laws, or unless exemption from such registration provisions are available with respect to said resale or transfer; (iv) Prism is relying on the representation by ▇▇▇▇▇▇ that ▇▇▇▇▇▇ has such knowledge and experience in financial or business matters that ▇▇▇▇▇▇ is capable of evaluating the merits and risks involved in the investment in the Reorganized Prism Securities; (v) The Reorganized Prism Securities are and will be acquired by ▇▇▇▇▇▇ for ▇▇▇▇▇▇'▇ own account and not with a view to, or for resale in connection with, any distribution other than resales made in compliance with the Securities Act and applicable state securities laws. (vi) ▇▇▇▇▇▇ acknowledges that it has received the Disclosure Statement, together with a copy of the Plan. ▇▇▇▇▇▇ has been, or will be prior to Closing, furnished with such information and documents pertaining to Reorganized Prism as ▇▇▇▇▇▇ has requested, and has been, or will be prior to Closing, given the opportunity to meet with officials of Prism and VCI and to have such persons answer questions regarding Reorganized Prism's affairs and conditions.