Loan Parties’ Representations and Warranties. The Borrower acknowledges, represents, warrants and agrees as to itself and all other Loan Parties, and each other Loan Party acknowledges, represents, warrants and agrees as to itself, that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date and on the date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) the execution, delivery and performance of this Agreement are within the limited liability company or corporate power and authority of such Loan Party and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (c) this Agreement constitutes the legal, valid, and binding obligation of such Loan Party enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (d) there are no governmental or other third party consents, licenses and approvals required to be made or obtained by it in connection with its execution, delivery, performance, validity and enforceability of this Agreement; (e) no Defaults or Events of Default shall have occurred and be continuing; and (f) since the date of the financial statements most recently delivered pursuant to Section 6.01(a) of the Credit Agreement, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
Loan Parties’ Representations and Warranties. The Loan Parties represent and warrant as follows:
Loan Parties’ Representations and Warranties. Each Loan Party represents and warrants that:
2.1 Immediately upon giving effect to this Amendment, (i) the representations and warranties contained in the Loan Documents are true and correct in all material respects except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such date and (ii) no default or Event of Default has occurred and is continuing with respect to which such Loan Party has not been notified in writing by Agent or Lenders.
2.2 Each of the Loan Parties has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment.
2.3 The execution and delivery by the Loan Parties of this Amendment and the performance by each of the Loan Parties of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of such Loan Party.
2.4 This Amendment has been duly executed and delivered by each Loan Party and is the binding obligation of such Loan Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.
2.5 As of the date hereof, it has no defenses against the obligations to pay any amounts under the Secured Obligations. Each Loan Party acknowledges that each of Agent and the Lenders has, as of the date hereof, acted in good faith and has conducted in a commercially reasonable manner its relationships with the Loan Parties in connection with this Amendment and in connection with the Loan Documents. Each Loan Party understands and acknowledges that each of Agent and the Lenders is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.
Loan Parties’ Representations and Warranties. In order to induce Lenders to enter into this Agreement and to amend and restate the Second Amended and Restated Credit Agreement as provided hereunder, to induce the Lenders to thereafter make Revolving Loans and Offshore Revolving Loans hereunder, to induce Administrative Agent to make overdrafts in respect of the Domestic Overdraft Account, to induce Offshore Overdraft Account Providers to make overdrafts in respect of the Offshore Overdraft Accounts, to induce Issuing Lenders to issue Letters of Credit and to induce Lenders to purchase participations in Letters of Credit, in the Domestic Overdraft Amount and in the Offshore Overdraft Amounts, Company and each Borrower represents and warrants to each Lender, on the Third Restatement Date, and on each other Funding Date, on the date of issuance of each Letter of Credit and on the date of execution by any Loan Party of a Loan Document pursuant to subsection 10.22, that the following statements are true, correct and complete, which representations and warranties in the case of each Offshore Borrower shall be limited to such Offshore Borrower and its Subsidiaries:
4.1 Organization, Powers, Good Standing, Business and Subsidiaries
Loan Parties’ Representations and Warranties. Each Loan Party represents and warrants to the Holder, as of the date of this Subscription Agreement, that:
(a) The Loan Party (i) is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into, deliver and perform its obligations under the Note Documents, and (iii) is duly licensed (if applicable) or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Borrower Material Adverse Effect. For purposes of this Subscription Agreement, an “
Loan Parties’ Representations and Warranties. In order to induce Lenders to enter into this Agreement and to make the Loans, to induce Administrative Agent to make overdrafts in respect of the Domestic Overdraft Account, to induce Offshore Overdraft Account Providers to make overdrafts in respect of the Offshore Overdraft Accounts, to induce Issuing Lenders to issue Letters of Credit and to induce Lenders to purchase participations in Letters of Credit, in the Domestic Overdraft Amount and in the Offshore Overdraft Amounts, Company and each Borrower represents and warrants to each Lender, on the date of this Agreement, on the Closing Date, on each other Funding Date, on the date of issuance of each Letter of Credit and on the date of execution by any Loan Party of a Loan Document pursuant to subsection 5.9, 5.10 or 10.22, that the following statements are true, correct and complete, which representations and warranties in the case of each Offshore Borrower shall be limited to such Offshore Borrower and its Subsidiaries:
4.1 ORGANIZATION, POWERS, GOOD STANDING, BUSINESS AND SUBSIDIARIES
Loan Parties’ Representations and Warranties. In order to induce the Agent and the Banks to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, the Loan Parties hereby represent, warrant and agree that (a) all representations and warranties contained in Article 5 of the Credit Agreement are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of this date, except to the extent that such representations and warranties specifically relate to an earlier date, in which event they are true, correct and complete in all material respects as of such earlier date; and (b) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment which would constitute a Default or an Event of Default. -4- 5
Loan Parties’ Representations and Warranties. In order to induce Lenders to enter into this Agreement and to make the Loans, to induce Issuing Lender to issue Letters of Credit and to induce Revolving Lenders to purchase participations therein, Holdings and each Borrower jointly and severally represent and warrant to each Lender:
5.1 ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS AND SUBSIDIARIES.
Loan Parties’ Representations and Warranties. Each of the Borrower and the Guarantor represents and warrants to the Lenders that as of the Amendment Effective Date and as of the date of its execution of this Amendment, that:
(a) This Amendment, the Credit Agreement as amended hereby, and each other Loan Document to which such Loan Party is a party have been duly authorized, executed and delivered by such Loan Party and constitute its legal, valid and binding obligations enforceable against it in accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors’ rights generally and to general principles of equity).
(b) Each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Amendment Effective Date, after giving effect to this Amendment, as if made on and as of the Amendment Effective Date except to the extent such representations and warranties relate solely to an earlier date, in which case, they shall be true and correct as of such date.
(c) As of the date hereof, at the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
Loan Parties’ Representations and Warranties. Each Loan Party represents, warrants, and covenants to Lender as follows:
a) Other than the Existing Event of Default, Loan Parties are not aware of the existence of any Default or Event of Default.
b) HK Opco is the sole legal and beneficial owner of the Material Fuji Licenses and no other Person has any right or interest of any kind or nature in or to the Material Fuji Licenses, including any right to sell, license, lease, transfer, distribute, use or otherwise exploit the Material Fuji Licenses or any portion thereof outside of the ordinary course of business.
c) Each Person executing and delivering this Agreement to Lender on behalf of a trust, company, corporation or limited liability company, which is a Loan Party, has all necessary authority to enter into this Agreement on behalf of such Loan Party.
d) All representations and warranties made and given by each Loan Party in the Loan Documents are true, accurate and correct in all material respects or will be true and correct after giving effect to Section 11.
