Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent: (a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms; (b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority; (c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement; (d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's creditworthiness, has made its decision to become a Lender to Borrower under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so; (e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control; (f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state; (g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party; (h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and (i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 3 contracts
Samples: Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and AgentAgent the following:
(a1) This this Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable against Assignee Lender according to its terms;
(b2) The the execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c3) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d4) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and the Letter of Credit Obligations, the Loan Documents and each Credit Party's creditworthiness, has made its decision to become a Lender to Borrower the Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
9.1(a) 3
(e5) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations the Commitments for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i6) As of the Effective Date, Assignee Lender Lender, (i) is entitled [not] subject to receive payments of principal and interest in respect capital adequacy or similar requirements under Section 1.16(b) of the Obligations without deduction Credit Agreement, (ii) is [not] a non-resident for purposes of Part XIII of the ITA or is [not] a non-resident of the United States for purposes of the Revenue Code (iii) does [not] require the payment of any amount on account of any taxes imposed by increased costs under Section 1.16(b) of the United States Credit Agreement, [(iv) is not unable to fund LIBOR Loans under Section 1.15 of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, the Credit Agreement] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing; and [NOTE: THE REPS IN CLAUSE (ii) SHOULD BE DELETED IN THE EVENT THIS FORM IS USED TO EFFECT AN ACTUAL ASSIGNMENT AT A TIME WHEN AN EVENT OF DEFAULT IS CONTINUING UNDER THE CREDIT AGREEMENT.]
Appears in 3 contracts
Samples: Credit Agreement (Rand Logistics, Inc.), Credit Agreement (Rand Logistics, Inc.), Credit Agreement (Rand Logistics, Inc.)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and the Administrative Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Related Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Related Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Partythe Borrower and its Affiliates, has conducted its own evaluation of the Loans and Letter of Credit ObligationsAdvances, the Loan Related Documents and each Credit Party's the Borrower’s and its Affiliates’ creditworthiness, has made its decision to become a Lender to Borrower under the Credit Funding Agreement independently and without reliance upon Assignor Lender, any other Lender or the Administrative Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations Advances for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Funding Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 12.02 of the Credit Funding Agreement will require Assignor Lender, the Administrative Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, the Borrower or any Credit Party of its Affiliates without the prior written consent of the Administrative Agent; and
(ih) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of under the Obligations Funding Agreement without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify the Administrative Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure are not paid by the Borrower pursuant to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoingFunding Agreement.
Appears in 2 contracts
Samples: Receivables Funding and Administration Agreement (Cumulus Media Inc), Receivables Funding and Administration Agreement (Vertis Inc)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's creditworthiness, has made its decision to become a Lender to Borrower under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Loans, the Letter of Credit Obligations and the Eligible Trade L/C Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [thereof, (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(Ais not subject to capital adequacy or similar requirements under Section 1.16(a) OF THE CREDIT AGREEMENTof the Credit Agreement, (IIIiii) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(Bdoes not require the payment of any increased costs under Section 1.16(b) OF THE CREDIT AGREEMENTof the Credit Agreement, AND (IViv) IS NOT UNABLE TO FUND is not unable to fund LIBOR LOANS UNDER SECTION 1.16(CLoans under Section 1.16(c) OF THE CREDIT AGREEMENTof the Credit Agreement, ] and (v) is not subject to any withholding taxes in accordance with Section 1.16(d) and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (Wilsons the Leather Experts Inc), Credit Agreement (Wilsons the Leather Experts Inc)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and the Administrative Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Related Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Related Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Partythe Borrower and its Affiliates, has conducted its own evaluation of the Loans and Letter of Credit ObligationsAdvances, the Loan Related Documents and each Credit Party's the Borrower’s and its Affiliates’ creditworthiness, has made its decision to become a Lender to Borrower under the Credit Funding Agreement independently and without reliance upon Assignor Lender, any other Lender or the Administrative Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations Advances for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, provided that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Funding Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(if) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of under the Obligations Funding Agreement without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [thereof, (IIafter giving effect to this assignment Borrower will not have any increased obligations under Sections 2.08(g), 2.09, or 12.04(b) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENTof the Funding Agreement by virtue of such assignment, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify the Administrative Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure are not paid by the Borrower pursuant to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoingFunding Agreement.
Appears in 2 contracts
Samples: Receivables Funding and Administration Agreement (Synnex Corp), Receivables Funding and Administration Agreement (Synnex Corp)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and AgentAgent the following:
(a1) This this Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable against Assignee Lender according to its terms;
(b2) The the execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c3) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d4) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit ObligationsLoans, the Loan Documents and each Credit Party's creditworthiness, has made its decision to become a Lender to Borrower the Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e5) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i6) As of the Effective Date, Assignee Lender Lender, (i) is entitled [not] subject to receive payments of principal and interest in respect capital adequacy or similar requirements under Section 1.16(b) of the Obligations without deduction Credit Agreement, (ii) is [not] a non-resident for purposes of Part XIII of the ITA or is [not] a non-resident of the United States for purposes of the Revenue Code (iii) does [not] require the payment of any amount on account of any taxes imposed by increased costs under Section 1.16(b) of the United States Credit Agreement, [(iv) is not unable to fund LIBOR Loans under Section 1.15 of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, the Credit Agreement] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing; and [NOTE: THE REPS IN CLAUSE (ii) SHOULD BE DELETED IN THE EVENT THIS FORM IS USED TO EFFECT AN ACTUAL ASSIGNMENT AT A TIME WHEN AN EVENT OF DEFAULT IS CONTINUING UNDER THE CREDIT AGREEMENT.]
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Rand Logistics, Inc.), Term Loan Credit Agreement (Rand Logistics, Inc.)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit ObligationsTerm Loan, the Loan Documents and each Credit Party's creditworthiness, has made its decision to become a Lender to Borrower Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations Term Loan for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 8.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Atlantis Plastics Inc)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and the Administrative Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;; Exhibit 12.02(b) - 2 744861979 10435078
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Related Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Related Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Partythe Borrower and its Affiliates, has conducted its own evaluation of the Loans and Letter of Credit ObligationsAdvances, the Loan Related Documents and each Credit Party's the Borrower’s and its Affiliates’ creditworthiness, has made its decision to become a Lender to Borrower under the Credit Funding Agreement independently and without reliance upon Assignor Lender, any other Lender or the Administrative Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations Advances for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, provided that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Funding Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(if) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of under the Obligations Funding Agreement without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [thereof, (IIafter giving effect to this assignment Borrower will not have any increased obligations under Sections 2.08(g), 2.09, or 12.04(b) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENTof the Funding Agreement by virtue of such assignment, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify the Administrative Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure are not paid by the Borrower pursuant to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoingFunding Agreement.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Td Synnex Corp)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
9.1 (a)-2
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's creditworthiness, has made its decision to become a Lender to Borrower under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoingthereof.
Appears in 1 contract
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and each Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit PartyGreat Lakes and its Subsidiaries, has conducted its own evaluation of the Loans and Letter of Credit ObligationsLoans, the Loan Documents and each Credit Party's Great Lakes’ creditworthiness, has made its decision to become a Lender to Borrower Great Lakes under the Credit Agreement independently and without reliance upon Assignor Lender or either Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 8.1 of the Credit Agreement will require Assignor Lender, either Agent, or Borrower Great Lakes to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in Great Lakes or any Credit Partyof its Subsidiaries;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, Great Lakes or any Credit Party of its Subsidiaries without the prior written consent of each Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [thereof, and (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENTis not subject to capital adequacy or similar requirements, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify each Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's ’s failure to fulfill its obligations under the terms of Section 1.15(c1.9(c) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 1 contract
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's creditworthiness, has made its decision to become a Lender to Borrower Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 8.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A1.8(a) OF THE CREDIT AGREEMENT, (IIIiii) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B1.8(b) OF THE CREDIT AGREEMENT, AND (IViv) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C1.8(b) OF THE CREDIT AGREEMENT, ,] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c1.9(c) of the Credit Agreement or from any other inaccuracy in the foregoing[OR FROM ANY OTHER INACCURACY IN THE FOREGOING]. [DRAFTING NOTE: THE REPS IN CLAUSES (ii) THROUGH (iv) SHOULD BE DELETED USED TO EFFECT AN ACTUAL ASSIGNMENT AT A TIME WHEN AN EVENT OF DEFAULT EXISTS AND IS CONTINUING UNDER THE CREDIT AGREEMENT.]
Appears in 1 contract
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and AgentAgent the following:
(a1) This this Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable against Assignee Lender according to its terms;
(b2) The the execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c3) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d4) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and the Letter of Credit Obligations, the Loan Documents and each Credit Party's ’s creditworthiness, has made its decision to become a Lender to Borrower the Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e5) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations the Commitments for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i6) As of the Effective Date, Assignee Lender Lender, (i) is entitled [not] subject to receive payments of principal and interest in respect capital adequacy or similar requirements under Section 1.16(b) of the Obligations without deduction Credit Agreement, (ii) is [not] a non-resident for purposes of Part XIII of the ITA or is [not] a non-resident of the United States for purposes of the Revenue Code (iii) does [not] require the payment of any amount on account of any taxes imposed by increased costs under Section 1.16(b) of the United States Credit Agreement, [(iv) is not unable to fund LIBOR Loans under Section 1.15 of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, the Credit Agreement] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing; and [NOTE: THE REPS IN CLAUSE (ii) SHOULD BE DELETED IN THE EVENT THIS FORM IS USED TO EFFECT AN ACTUAL ASSIGNMENT AT A TIME WHEN AN EVENT OF DEFAULT IS CONTINUING UNDER THE CREDIT AGREEMENT.]
9.1 (a)-3
Appears in 1 contract
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and the Administrative Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Related Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Related Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Partythe Borrower and its Affiliates, has conducted its own evaluation of the Loans and Advances, Letter of Credit Obligations, the Loan Related Documents and each Credit Party's the Borrower’s and its Affiliate’s creditworthiness, has made its decision to become a Lender to Borrower under the Credit Funding Agreement independently and without reliance upon Assignor Lender, any other Lender or the Administrative Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans Advances and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Funding Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 14.02 of the Credit Funding Agreement will require Assignor Lender, the Administrative Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, the Borrower or any Credit Party of its Affiliates without the prior written consent of the Administrative Agent; and
(ih) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of under the Obligations Funding Agreement without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify the Administrative Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure are not paid by the Borrower pursuant to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoingFunding Agreement.
Appears in 1 contract
Samples: Receivables Funding Agreement (Ak Steel Holding Corp)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and the Administrative Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Related Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Related Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Partythe Borrower and its Affiliates, has conducted its own evaluation of the Loans and Advances, Letter of Credit Obligations, the Loan Related Documents and each Credit Party's the Borrower’s and its Affiliates’ creditworthiness, has made its decision to become a Lender to Borrower under the Credit Funding Agreement independently and without reliance upon Assignor Lender, any other Lender or the Administrative Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations Advances for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Funding Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 12.02 of the Credit Funding Agreement will require Assignor Lender, the Administrative Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, the Borrower or any Credit Party of its Affiliates without the prior written consent of the Administrative Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Rexnord Corp)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's ’s creditworthiness, has made its decision to become a Lender to Borrower Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 8.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [thereof, (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(Ais not subject to capital adequacy or similar requirements under Section 1.10(a) OF THE CREDIT AGREEMENTof the Credit Agreement, (IIIiii) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(Bdoes not require the payment of any increased costs under Section 1.10(b) OF THE CREDIT AGREEMENTof the Credit Agreement, AND and (IViv) IS NOT UNABLE TO FUND is not unable to fund LIBOR LOANS UNDER SECTION 1.16(CLoans under Section 1.10(b) OF THE CREDIT AGREEMENTof the Credit Agreement, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's ’s failure to fulfill its obligations under the terms of Section 1.15(c1.11(c) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Golfsmith International Holdings Inc)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's ’s creditworthiness, has made its decision to become a Lender to Borrower Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 8.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's ’s failure to fulfill its obligations under the terms of Section 1.15(c1.11(c) of the Credit Agreement [or from any other inaccuracy in the foregoing].
Appears in 1 contract
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's creditworthiness, has made its decision to become a Lender to Borrower Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [thereof, (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(Ais not subject to capital adequacy or similar requirements under Section 1.16(a) OF THE CREDIT AGREEMENTof the Credit Agreement, (IIIiii) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(Bdoes not require the payment of any increased costs under Section 1.16(b) OF THE CREDIT AGREEMENTof the Credit Agreement, AND and (IViv) IS NOT UNABLE TO FUND is not unable to fund LIBOR LOANS UNDER SECTION 1.16(CLoans under Section 1.16(c) OF THE CREDIT AGREEMENT, ] of the Credit Agreement and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Brightpoint Inc)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and AgentAgent the following:
(a1) This this Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable against Assignee Lender according to its terms;
(b2) The the execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c3) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d4) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit ObligationsLoans, the Loan Documents and each Credit Party's ’s creditworthiness, has made its decision to become a Lender to Borrower under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e5) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations the Commitments for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i6) As of the Effective Date, Assignee Lender Lender, (i) is entitled not subject to receive payments of principal and interest in respect capital adequacy or similar requirements under Section 1.15(a) of the Obligations without deduction for or Credit Agreement, (ii) does not require the payment of any amount on account of any taxes imposed by increased costs under Section 1.15(b) of the United States of America or any political subdivision thereof [Credit Agreement, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify indemnify. Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Credit Agreement and the other Loan Documents and each Credit Party's ’s creditworthiness, has made its decision to become a Lender to Borrower Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account investment purposes and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, Agent or any Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and;
(i) Assignee Lender is a Qualified Assignee;
(j) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(Ais not subject to capital adequacy or similar requirements under Section 1.16(a) OF THE CREDIT AGREEMENTof the Credit Agreement, (IIIiii) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(Bdoes not require the payment of any increased costs under Section 1.16(b) OF THE CREDIT AGREEMENTof the Credit Agreement, AND and (IViv) IS NOT UNABLE TO FUND is not unable to fund LIBOR LOANS UNDER SECTION 1.16(CLoans under Section 1.16(c) OF THE CREDIT AGREEMENTof the Credit Agreement, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's ’s failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing; and
(k) This Assignment by Assignor Lender to Assignee Lender complies with the terms of the Credit Agreement (including Section 9.1 thereof) and the other Loan Documents.
Appears in 1 contract
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement Assignment is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement Assignment and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this AgreementAssignment;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Loan Party, has conducted its own evaluation of the Loans and Letter of Credit ObligationsLoans, the Loan Documents and each Credit Loan Party's creditworthiness, has made its decision to become a Lender to Borrower under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement Assignment in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant with respect to Section 9.1 of the Credit Agreement Assigned Loans and Commitments will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Loan Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Loan Party without the prior written consent of Agent; and
(i) As of the Effective Datedate of this Agreement, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations Loans without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) 2.08 of the Credit Agreement or from any other inaccuracy in, or breach of, any of the representations, warranties or covenants of Assignee Lender in the foregoingthis Assignment.
Appears in 1 contract
Samples: Debtor in Possession Credit and Guaranty Agreement (Key3media Group Inc)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's ’s creditworthiness, has made its decision to become a Lender to Borrower Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 8.1 of the Credit Agreement will require Assignor Lender, Agent, or any Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(Ais not subject to capital adequacy or similar requirements under Section 1.10(a) OF THE CREDIT AGREEMENTof the Credit Agreement, (IIIiii) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(Bdoes not require the payment of any increased costs under Section 1.10(b) OF THE CREDIT AGREEMENTof the Credit Agreement, AND and (IViv) IS NOT UNABLE TO FUND is not unable to fund LIBOR LOANS UNDER SECTION 1.16(CLoans under Section 1.10(b) OF THE CREDIT AGREEMENTof the Credit Agreement, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's ’s failure to fulfill its obligations under the terms of Section 1.15(c1.11(c) of the Credit Agreement [or from any other inaccuracy in the foregoing].
Appears in 1 contract
Samples: Credit Agreement (Uap Holding Corp)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's creditworthiness, has made its decision to become a Lender to Borrower under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(Ais not subject to capital adequacy or similar requirements under Section 1.16(a) OF THE CREDIT AGREEMENTof the Credit Agreement, (IIIiii) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(Bdoes not require the payment of any increased costs under Section 1.16(b) OF THE CREDIT AGREEMENTof the Credit Agreement, AND and (IViv) IS NOT UNABLE TO FUND is not unable to fund LIBOR LOANS UNDER SECTION 1.16(CLoans under Section 1.16(c) OF THE CREDIT AGREEMENTof the Credit Agreement, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 1 contract
Assignee Lender’s Representations, Warranties and Covenants. The Assignee Lender hereby represents, warrants, and covenants the following to the Assignor Lender and the Agent:
(a) This Agreement is a legal, valid, and binding agreement of the Assignee Lender, enforceable according to its terms;
(b) The execution and performance by the Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) The Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) The Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Revolving Credit ObligationsLoan and, the Loan Documents and each Credit Party's ’s creditworthiness, has made its decision to become a Lender to the Borrower under the Credit Agreement independently and without reliance upon the Assignor Lender or the Agent, and will continue to do so;
(e) The Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Revolving Credit Obligations Loan for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution disposition of the Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by the Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require the Assignor Lender, the Agent, or the Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) The Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) The Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of the Agent; and
(i) As of the Effective Date, the Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [thereof, (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(Ais not subject to capital adequacy or similar requirements under Section 1.15(a) OF THE CREDIT AGREEMENTof the Credit Agreement, (IIIiii) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(Bdoes not require the payment of any increased costs under Section 1.15(b) OF THE CREDIT AGREEMENTof the Credit Agreement, AND and (IViv) IS NOT UNABLE TO FUND is not unable to fund LIBOR LOANS UNDER SECTION 1.16(CLoans under Section 1.15(c) OF THE CREDIT AGREEMENTof the Credit Agreement, ] and the Assignee Lender will indemnify the Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from the Assignee Lender's ’s failure to fulfill its obligations under the terms of Section 1.15(c1.14(c) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Synnex Corp)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and the Administrative Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Related Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Related Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Partythe Borrower and its Affiliates, has conducted its own evaluation of the Loans and Advances, Letter of Credit Obligations, the Loan Related Documents and each Credit Party's the Borrower’s and its Affiliates’ creditworthiness, has made its decision to become a Lender to Borrower under the Credit Funding Agreement independently and without reliance upon Assignor Lender, any other Lender or the Administrative Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations Advances for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Funding Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 12.02 of the Credit Funding Agreement will require Assignor Lender, the Administrative Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, the Borrower or any Credit Party of its Affiliates without the prior written consent of the Administrative Agent; and
(ih) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of under the Obligations Funding Agreement without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify the Administrative Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing.,
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (RBS Global Inc)
Assignee Lender’s Representations, Warranties and Covenants. Each Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent and Canadian Agent:
(ai) This Agreement is a legal, valid, and binding agreement of such Assignee Lender, enforceable according to its terms;
(bii) The execution and performance by such Assignee Lender of its duties and obligations under this Agreement Section 11.22 and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(ciii) Such Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(div) Such Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's ’s creditworthiness, has made its decision to become a Lender to Borrower US Borrowers under the Credit this Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(ev) Such Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account account, for investment purposes, and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of such Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(fvi) No future assignment or participation granted by such Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, Canadian Agent or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(gvii) Such Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(hviii) Such Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(iix) As of the Effective Date, such Assignee Lender (i) is entitled not subject to receive payments capital adequacy or similar requirements under Section 1.16(a), (ii) does not require the payment of principal and interest in respect any increased costs under Section 1.16(b) of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [Credit Agreement, (IIiii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(Ais not unable to fund LIBOR Loans under Section 1.16(c) OF THE CREDIT AGREEMENTof the Credit Agreement, or (IIIiv) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(Bis not subject to withholding taxes in accordance with Section 1.15(a) OF THE CREDIT AGREEMENTof the Credit Agreement, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and such Assignee Lender will indemnify Agent and Canadian Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from such Assignee Lender's ’s failure to fulfill its obligations under the terms of Section 1.15(c1.15(d) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 1 contract
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's ’s creditworthiness, has made its decision to become a Lender to Borrower Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 8.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(Ais not subject to capital adequacy or similar requirements under Section 1.10(a) OF THE CREDIT AGREEMENTof the Credit Agreement, (IIIiii) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(Bdoes not require the payment of any increased costs under Section 1.10(b) OF THE CREDIT AGREEMENTof the Credit Agreement, AND and (IViv) IS NOT UNABLE TO FUND is not unable to fund LIBOR LOANS UNDER SECTION 1.16(CLoans under Section 1.10(b) OF THE CREDIT AGREEMENTof the Credit Agreement, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's ’s failure to fulfill its obligations under the terms of Section 1.15(c1.11(c) of the Credit Agreement [or from any other inaccuracy in the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Southern Construction Products Inc)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Administrative Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender has full power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill the obligations hereunder and to consummate the transactions contemplated hereby;
(d) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(de) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit PartyBorrower and its Subsidiaries, has conducted its own evaluation of the Loans and Letter of Credit ObligationsLoans, the Loan Documents and each Credit PartyBorrower's and its Subsidiaries' creditworthiness, has made its decision to become a Lender to Borrower under the Amended and Restated Credit Agreement independently and without reliance upon Assignor Lender or Administrative Agent, and will continue to do so;
(ef) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations hereunder for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;Borrower or its Subsidiaries; and
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party Borrower without the prior written consent of Agent; and
Administrative Agent (i) As acting on the instructions of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoingRequisite Lenders).
Appears in 1 contract
Samples: Credit Agreement (Sr Telecom Inc)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Party, has conducted its own evaluation of the Loans and Letter of Credit Obligations, the Loan Documents and each Credit Party's ’s creditworthiness, has made its decision to become a Lender to Borrower Borrowers under the Credit Agreement independently and without reliance upon Assignor Lender or Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and [Letter of Credit Obligations Obligations] for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 of the Credit Agreement will require Assignor Lender, Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party without the prior written consent of Agent; and
(i) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [thereof, (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(Ais not subject to capital adequacy or similar requirements under Section 1.16(a) OF THE CREDIT AGREEMENTof the Credit Agreement, (IIIiii) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(Bdoes not require the payment of any increased costs under Section 1.16(b) OF THE CREDIT AGREEMENTof the Credit Agreement, AND and (IViv) IS NOT UNABLE TO FUND is not unable to fund LIBOR LOANS UNDER SECTION 1.16(CLoans under Section 1.16(c) OF THE CREDIT AGREEMENTof the Credit Agreement, ] and Assignee Lender will indemnify Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's ’s failure to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Rowe Companies)
Assignee Lender’s Representations, Warranties and Covenants. The Assignee Lender hereby represents, warrants, warrants and covenants the following to the Assignor Lender and the Administrative Agent:
(a) This Agreement is a legal, valid, valid and binding agreement of the Assignee Lender, enforceable according to its terms;
(b) The execution and performance by the Assignee Lender of its duties and obligations under this Agreement and the Loan Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) The Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Documents and in this Agreement;
(d) The Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Loan Party, has conducted its own evaluation of the Loans and Letter of Credit ObligationsLoan, the Loan Documents and each Credit Loan Party's creditworthiness, has made its decision to become a Lender to Borrower the Loan Parties under the Credit Agreement independently and without reliance upon the Assignor Lender or the Administrative Agent, and will continue to do so;
(e) The Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations Loan for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of the Assignee Lender's property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by the Assignee Lender pursuant to Section 9.1 13.2 of the Credit Agreement will require the Assignor Lender, Agent, the Administrative Agent or Borrower any Loan Party to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) The Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Loan Party;
(h) The Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Loan Party without the prior written consent of the Administrative Agent; and
(i) As of the Effective Date, the Assignee Lender (i) is entitled to receive payments of principal and interest in respect of the Obligations without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (IIii) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(Ais not subject to capital adequacy or similar requirements under Section 2.11 of the Credit Agreement, and (iii) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, does not require the payment of any increased costs under Section 2.12 of the Credit Agreement,] and the Assignee Lender will indemnify the Administrative Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs or expenses that result from the Assignee Lender's failure to fulfill its obligations under the terms of Section 1.15(c) 12.5 of the Credit Agreement [or from any other inaccuracy in the foregoing].
Appears in 1 contract
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and the Administrative Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Transaction Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Transaction Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Partythe Borrower, Parent, the Originator, the Servicer and the Sellers, has conducted its own evaluation of the Loans and Letter of Credit ObligationsAdvances, the Loan Transaction Documents and each Credit Party's the Borrower’s, the Originator’s, Parent’s, the Servicer’s and the Sellers’ creditworthiness, has made its decision to become a Lender to Borrower under the Credit Agreement independently and without reliance upon Assignor Lender, any other Lender or the Administrative Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations Advances for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 12.2 of the Credit Agreement will require Assignor Lender, the Administrative Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party the Borrower, the Originator, the Servicer, the Parent or the Sellers without the prior written consent of the Administrative Agent; and
(ih) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of under the Obligations Credit Agreement without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify the Administrative Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure are not paid by the Borrower pursuant to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoingAgreement.
Appears in 1 contract
Samples: Credit and Security Agreement (Alpha Natural Resources, Inc.)
Assignee Lender’s Representations, Warranties and Covenants. Assignee Lender hereby represents, warrants, and covenants the following to Assignor Lender and the Administrative Agent:
(a) This Agreement is a legal, valid, and binding agreement of Assignee Lender, enforceable according to its terms;
(b) The execution and performance by Assignee Lender of its duties and obligations under this Agreement and the Loan Transaction Documents will not require any registration with, notice to, or consent or approval by any Governmental Authority;
(c) Assignee Lender is familiar with transactions of the kind and scope reflected in the Loan Transaction Documents and in this Agreement;
(d) Assignee Lender has made its own independent investigation and appraisal of the financial condition and affairs of each Credit Partythe Borrower, Parent and the Sellers, has conducted its own evaluation of the Loans and Letter of Credit ObligationsAdvances, the Loan Transaction Documents and each Credit Party's the Borrower’s, Parent’s and the Sellers’ creditworthiness, has made its decision to become a Lender to Borrower under the Credit Agreement independently and without reliance upon Assignor Lender, any other Lender or the Administrative Agent, and will continue to do so;
(e) Assignee Lender is entering into this Agreement in the ordinary course of its business, and is acquiring its interest in the Loans and Letter of Credit Obligations Advances for its own account and not with a view to or for sale in connection with any subsequent distribution; provided, however, that at all times the distribution of Assignee Lender's ’s property shall, subject to the terms of the Credit Agreement, be and remain within its control;
(f) No future assignment or participation granted by Assignee Lender pursuant to Section 9.1 12.02 of the Credit Agreement will require Assignor Lender, the Administrative Agent, or Borrower to file any registration statement with the Securities and Exchange Commission or to apply to qualify under the blue sky laws of any state;
(g) Assignee Lender has no loans to, written or oral agreements with, or equity or other ownership interest in any Credit Party;
(h) Assignee Lender will not enter into any written or oral agreement with, or acquire any equity or other ownership interest in, any Credit Party the Borrower, the Parent or the Sellers without the prior written consent of the Administrative Agent; and
(ih) As of the Effective Date, Assignee Lender (i) is entitled to receive payments of principal and interest in respect of under the Obligations Credit Agreement without deduction for or on account of any taxes imposed by the United States of America or any political subdivision thereof [, (II) IS NOT SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER SECTION 1.16(A) OF THE CREDIT AGREEMENT, (III) DOES NOT REQUIRE THE PAYMENT OF ANY INCREASED COSTS UNDER SECTION 1.16(B) OF THE CREDIT AGREEMENT, AND (IV) IS NOT UNABLE TO FUND LIBOR LOANS UNDER SECTION 1.16(C) OF THE CREDIT AGREEMENT, ] and Assignee Lender will indemnify the Administrative Agent from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses that result from Assignee Lender's failure are not paid by the Borrower pursuant to fulfill its obligations under the terms of Section 1.15(c) of the Credit Agreement or from any other inaccuracy in the foregoingAgreement.
Appears in 1 contract
Samples: Credit and Security Agreement (Sungard Data Systems Inc)
