Loan Party Certifications. By execution of Amendment, each of the undersigned hereby certifies, on behalf of the applicable Loan Party and not in his/her individual capacity, that as of the 2018 Amendment Effective Date:
(i) each of Holdings, Parent, the Borrowers and the Restricted Subsidiaries is (a) duly organized or incorporated, validly existing and in good standing (to the extent such concept exists in the jurisdiction of organization of such person) under the laws of the jurisdiction of its organization or incorporation, (b) has the corporate power or other organizational power and authority to carry on its business as now conducted and to execute, deliver and perform its obligations under this Amendment and the Credit Agreement (as modified hereby) and (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except in the cases of clause (a) (other than with respect to the Borrowers), clause (b) and clause (c), where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;
(ii) this Amendment has been duly authorized, executed and delivered by each of Holdings, the Borrowers and Parent and when executed and delivered by the other parties hereto, will constitute a legal, valid and binding obligation of Holdings, each Borrower and Parent, enforceable against them in accordance with its terms, subject to applicable Debtor Relief Laws and any other applicable bankruptcy, insolvency, reorganization, moratorium, examinership or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(iii) the execution and delivery by each Loan Party of this Amendment and the performance by each of Holdings, the Borrowers and Parent of this Amendment and the Credit Agreement (as modified hereby) and the consummation of the transactions contemplated hereby and thereby, (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable to, Holdings, any Intermediate Parent, the Borrowers or any Restricted Subsidiary, (c) will not violate or result i...
Loan Party Certifications. Each Loan Party hereby certifies to the Administrative Agent and each Lender that, as of the Second Amendment Effective Date, and after giving effect to the amendments provided for in Section 1, above, (i) the representations and warranties of the Loan Parties contained in the Credit Agreement are true and correct in all material respects as though made on and as of such date except to the extent that any such representation and warranty refers expressly to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date; (ii) no event or condition has occurred and is continuing that constitutes an Event of Default or Potential Default; and (iii) the execution and delivery of this Second Amendment by the Borrowers and the Guarantors have been approved by all necessary action of such Loan Parties’ respective boards of directors (or equivalent bodies otherwise named).
Loan Party Certifications. Pursuant to the Financing Agreement including Section 7.01(k) thereof, the Loan Parties hereby certify to the Agents and the Lenders that as of the date hereof:
(a) Attached as Exhibit B hereto is a true, correct and complete list and description of the following (collectively, the "Financial Accounts"): (a) all Deposit Accounts (as defined in Section 9-102 of the Uniform Commercial Code in effect in the State of New York (the "UCC")), (b) all Securities Accounts (as defined in Section 8-501 of the UCC), (c) all Commodity Accounts (as defined in Section 9-102 of the UCC) and (d) all other cash management accounts and similar arrangements, in each case that are owned, maintained or controlled by any of the Loan Parties (in each case, excluding any deposit accounts pledged in favor of sureties related to reclamation obligations).
(b) All cash and other deposits and investments held in the Financial Accounts represent proceeds received as a result of payments on Accounts Receivable of the Loan Parties and all such cash, other deposits and investments constitute identifiable, traceable proceeds of Collateral.
(c) To the Loan Parties’ best knowledge after due inquiry, diligence and investigation, the liens and security interests of the Collateral Agent (on behalf of the Agents and the Lenders) constitute valid, binding, enforceable and perfected liens in and to the Collateral (including Accounts Receivable), and subject only to Permitted Liens under the Loan Documents, and are not subject to avoidance, reduction, disallowance, disgorgement, counterclaim, surcharge or subordination for any reason under applicable law.
Loan Party Certifications. Each of the Loan Parties hereby certifies that as of the First Amendment Effective Date:
(a) each Loan Party has the power and authority to execute, deliver and perform its obligations under this First Amendment and the Amended Credit Agreement;
(b) each Loan Party has duly executed and delivered this First Amendment and each of this First Amendment and the Amended Credit Agreement constitutes the legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; and
(c) the execution and delivery by each Loan Party of this First Amendment and performance by each Loan Party of each of this First Amendment and the Amended Credit Agreement, and the receipt of credit extensions hereunder and the Transactions (a) have been duly authorized by all corporate, stockholder, partnership, limited liability company or other organizational action required to be obtained by such Loan Party, (b) will not violate the Organization Documents of such Loan Party, (c) will not violate (i) any provision of law, statute, rule or regulation, or any applicable order of any court or any rule, regulation or order of any Governmental Authority in effect at the time of execution of this First Amendment or (ii) any provision of any indenture, agreement or other instrument to which such Loan Party is a party or by which it or any of its property is or may be bound at the time of execution of this First Amendment, (d) will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, agreement or other instrument, and (e) will not result in the creation or imposition of any Lien upon any property or assets now owned or hereafter acquired by such Loan Party, other than Permitted Liens, except in the case of clause (c) or (d) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Loan Party Certifications. Each Borrower hereby certifies, represents and warrants to each Lender, the Letter of Credit Issuer and the Agent that, as of the First Amendment Effective Date, and after giving effect to the modifications provided for in Section 1, above, (i) the representations and warranties of the Borrowers contained in the Credit Agreement and this First Amendment are true and correct in all material respects as though made on and as of such date (except for representations and warranties that expressly relate solely to an earlier date or time, which representations and warranties were true and correct on and as of the specific dates or times referred to therein); (ii) no event or condition has occurred and is continuing that constitutes an Incipient Default or Event of Default; and (iii) the execution and delivery of this First Amendment by each Borrower have been approved by all necessary corporate or company action of such Borrower’s board of directors (or equivalent body otherwise named).
Loan Party Certifications. Each Borrower hereby certifies to the Lender that, as of the Waiver Effective Date, and after giving effect to the waiver provided for in Section 1(a) above, (i) the representations and warranties of the Loan Parties contained in the Credit Agreement are true and correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and (ii) no event or condition has occurred and is continuing that constitutes a Default or Event of Default.
Loan Party Certifications. Each Loan Party hereby certifies to the Administrative Agent and each Lender that, as of the First Amendment Effective Date, and after giving effect to the modifications and waiver provided for in Section 1, above, (i) the representations and warranties of the Loan Parties contained in the Credit Agreement are true and correct in all material respects as though made on and as of such date, unless expressly made as of a prior date (in which case such representations and warranties shall have been true and correct in all material respects as of such prior date); provided that any representation and warranty that is qualified as to materiality, “Material Adverse Change” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects as of such respective dates; (ii) no event or condition has occurred and is continuing that constitutes an Event of Default or Potential Default; and (iii) the execution and delivery of this First Amendment by the Borrower and each Guarantor have been approved by all necessary action of such Loan Parties’ respective boards of directors (or equivalent bodies otherwise named). Upon the satisfaction of the foregoing conditions and the effectiveness of this First Amendment, the Administrative Agent shall advise the Borrower and the Lenders of the date on which the First Amendment Effective Date occurs. Notwithstanding the foregoing, if the First Amendment Effective Date has not occurred on or before November 5, 2018, this First Amendment shall not become effective and shall be deemed of no further force and effect.
