Mutual Representations. Each Party hereby represents and warrants to the other as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period): (i) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby; (ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law)); (iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and (iv) the execution, delivery, performance and observance of this Agreement by such Party (A) have been duly authorized by all necessary action on the part of such Party, do not and will not conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Agreement or cause the occurrence of a Termination Event (as defined herein).
Appears in 3 contracts
Samples: Forbearance Agreement, Forbearance Agreement, Forbearance Agreement
Mutual Representations. Each Party hereby The Company and SpinCo each represents and warrants to the other other, as follows (each of which is a continuing representation the date hereof and warrantyas of the Closing Date, and shall be true throughout the Forbearance Period):as follows:
(i) it Such Party has the legal right, all necessary corporate power and authority to enter into execute and deliver this Agreement (and each other agreement, certificate, document and instrument contemplated hereby to be executed and delivered by them), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Separation. The execution and delivery of this Agreement by such Party (and each other agreement, certificate, document and instrument contemplated hereby to be executed and delivered by such Party) and the consummation by such Party of the transactions contemplated hereby and thereby, including the Separation, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of such Party and no stockholder votes (other than the Requisite Stockholder Approval) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby;
(ii) this . This Agreement is has been duly authorized and validly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms terms, except that (A) such enforcement may be subject to applicable bankruptcy, reorganizationinsolvency or other similar Laws, insolvencynow or hereafter in effect, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect the remedy of specific performance and injunctive and other forms of equitable relief may be subject to each other Party, it is duly organized equitable defenses and validly existing and in good standing under to the laws discretion of the jurisdiction of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; andcourt before which any proceeding therefor may be thought.
(ivii) None of the execution, delivery, delivery or performance and observance of this Agreement by such Party or the consummation by them of the Separation or the compliance with any of the provisions of this Agreement will (A) have been duly authorized by all necessary action on the part of such Party, do not and will not conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach without notice of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both): (A) conflict with or violate any provision of the certificate of incorporation or bylaws of the such party, would become a defaultor any of its Subsidiaries; (B) underassuming that all required consents, approvals, authorizations and permits described in Section 4.5(b) of the Merger Agreement have been obtained and all required filings and notifications described in Section 4.5(b) of the Merger Agreement have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to such Party or any of its Subsidiaries, properties or assets; or (C) require any consent under or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to others any rights right of termination, vesting, amendment, acceleration, suspension, revocation acceleration or cancellation of, or result in the creation of a Lien upon any noteof the respective properties or assets of the Company or any Retained Subsidiary pursuant to, bondany Contract, mortgagePermit, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) obligation to which it the Company or any Retained Subsidiary is a partyparty or any of their respective properties or assets may be bound or affected, which except, with respect to clauses (B) and (C), for any such conflicts, violations, consents, breaches, losses, changes of control, defaults, other occurrences or Liens which, individually or in the aggregate, have not had and would materially adversely affect its ability not reasonably be expected to carry out its obligations under and otherwise observe this Agreement or cause the occurrence of have a Termination Event (as defined herein)Material Adverse Effect.
Appears in 2 contracts
Samples: Separation Agreement (Symmetry Surgical Inc.), Separation Agreement (Symmetry Medical Inc.)
Mutual Representations. Each Party hereby represents and warrants to the other as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):
(i) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and
(iv) the execution, delivery, performance and observance of this Agreement by such Party (A) have been duly authorized by all necessary action on the part of such Party, do not and will not conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditoreach other Party, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Loan Documents) to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Agreement or cause the occurrence of a Termination Event (as defined herein).
Appears in 2 contracts
Samples: Forbearance and Amendment Agreement, Forbearance Agreement
Mutual Representations. Each As a material inducement to execution of this Agreement, each Party hereby represents and warrants to the other as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):Party that:
(i) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it 8.1.1 It is duly organized and or formed, validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliveror formation, and is qualified to conduct its business in all jurisdictions necessary to perform and observe the terms and provisions of, this Agreement; andits obligations hereunder;
(iv) the 8.1.2 The execution, delivery, delivery and performance and observance of this Agreement by such Party (A) are within its powers, have been duly authorized by all necessary action on the part of such Party, and do not and will not conflict withviolate any of the terms or conditions in its governing documents, any agreement to which it is a party or by which it or any of its property is bound, or result in a violation of, any law Requirement of Law applicable to it;
8.1.3 Except as set forth in and as required by this Agreement, and do not require it to obtain any permit, no consent, approval, order or authorization of, or provide notice to registration, declaration or make a filing with, any courtGovernmental Authority is required by such Party in connection with the execution, governmental delivery or regulator agency or authority performance of this Agreement;
8.1.4 This Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending;
8.1.5 No Event of Default has occurred and there are no bankruptcy, insolvency, reorganization, receivership or other person arrangement proceedings pending or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravenebeing contemplated by it, or constitute a default underto its knowledge threatened against it;
8.1.6 To such Party’s knowledge, there are no actions, proceedings, judgments, rulings or orders, issued by or pending before any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree court or other instrument binding on PREPA and (2) with respect to the Forbearing Creditorgovernmental body, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) to which it is a party, which that would materially adversely affect its ability to carry out perform its obligations under this Agreement;
8.1.7 It is, and otherwise observe will continue to be for the Term, a Forward Contract Merchant both generally and with respect to the AECs delivered and purchased under this Agreement or cause the occurrence of a Termination Event (as defined herein)Agreement.
Appears in 2 contracts
Samples: Solar Alternative Energy Credits Purchase and Sale Agreement, Solar Alternative Energy Credits Purchase and Sale Agreement
Mutual Representations. Each Party hereby Seller and Acquirer represents and warrants to the other party as follows of the date of the Closing as follows:
(each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):
a) Such party has (i) had access to the documents that the Company has filed with the Australian Securities Exchange or filed with the Commission, (ii) had full access to all information regarding the Company and its prospects, the Purchased Notes and the other party that it has deemed relevant for purposes of evaluating this transaction, (iii) been provided a reasonable opportunity to ask questions of and receive satisfactory answers from representatives of the legal rightother party and the Company regarding the matters described herein and the Purchased Notes, power (iv) relied solely on its own independent investigations and authority knowledge in deciding to enter into this Agreement and consummate in determining the fairness of the Purchase Price, and (v) has not relied on any representations of the other party or the Company, or any officer, director, agent, or representative of the other party or the Company, in connection with the transactions contemplated hereby;hereby other than those of the other party as expressly set forth in this Agreement.
(iib) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and
(iv) the The execution, delivery, delivery and performance and observance by such party of this Agreement and the consummation by such Party (A) party of the transactions contemplated hereby have been duly authorized by all necessary action on corporate and/or other action.
(c) The execution, delivery and performance by such party of this Agreement and the part consummation by such party of such Partythe transactions contemplated hereby do not require the consent, waiver, approval, license, or authorization of any person or public authority, do not violate, in any material respect, any provision of law applicable to such party, and will do not materially conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any material breach of, constitute a default (with or event which with without the giving of notice or lapse and/or the passage of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, subleasedeed of trust, license, permitindenture, franchise or other agreement or instrument or arrangement (including without limitation the Facility Documents) any order, judgment, or other restriction of any kind or character, to which it such party is a party.
(d) This Agreement will, which would materially adversely affect upon execution, constitute the valid and binding agreement of such party enforceable in accordance with its ability terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.
(e) Such party is not the subject of any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law relating to carry out bankruptcy or insolvency, nor has any such petition been filed against such party. No general assignment of such party’s property has been made for the benefit of creditors, and no receiver, master, liquidator or trustee has been appointed for such party or any of its obligations under properties. Such party is not insolvent and otherwise observe the consummation of the transactions contemplated by this Agreement shall not render such party insolvent.
(f) Such party has not employed or cause authorized anyone to represent it as a broker or finder in connection with the occurrence of a Termination Event (as defined herein)transactions contemplated by this Agreement, and no broker, finder, or other person is entitled to any commission or finder’s fee from such party in connection with such transactions.
Appears in 2 contracts
Samples: Note Purchase Agreement (Eastwood Trust), Note Purchase Agreement (Stephen L. Way International LLC)
Mutual Representations. Each As a material inducement to execution of this Agreement, each Party hereby represents and warrants to the other as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):
(i) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it Party that: It is duly organized and or formed, validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliveror formation, and is qualified to conduct its business in all jurisdictions necessary to perform and observe the terms and provisions of, this Agreementits obligations hereunder; and
(iv) the The execution, delivery, delivery and performance and observance of this Agreement by such Party (A) are within its powers, have been duly authorized by all necessary action on the part of such Party, and do not and will not conflict withviolate any of the terms or conditions in its governing documents, any agreement to which it is a party or by which it or any of its property is bound, or result in a violation of, any law Requirement of Law applicable to it; Except as set forth in and as required by this Agreement, and do not require it to obtain any permit, no consent, approval, order or authorization of, or provide notice to registration, declaration or make a filing with, any courtGovernmental Authority is required by such Party in connection with the execution, governmental delivery or regulator agency or authority performance of this Agreement; This Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending; No Event of Default has occurred and there are no bankruptcy, insolvency, reorganization, receivership or other person arrangement proceedings pending or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravenebeing contemplated by it, or constitute a default underto its knowledge threatened against it; To such Party’s knowledge, there are no actions, proceedings, judgments, rulings or orders, issued by or pending before any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree court or other instrument binding on PREPA and (2) with respect to the Forbearing Creditorgovernmental body, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) to which it is a party, which that would materially adversely affect its ability to carry out perform its obligations under this Agreement; It is, and otherwise observe will continue to be for the Term, a Forward Contract Merchant both generally and with respect to the AECs delivered and purchased under this Agreement or cause the occurrence of a Termination Event (as defined herein)Agreement.
Appears in 2 contracts
Samples: Solar Alternative Energy Credits Sale and Purchase Agreement, Solar Alternative Energy Credits Sale and Purchase Agreement
Mutual Representations. (a) Each Party hereby represents and warrants to the other as follows (each of which is a continuing representation and warrantythat it is, and during the term of this Lease shall be true throughout the Forbearance Period):
(i) it has the legal rightremain, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of its state of organization.
(b) Each Party represents that it has the jurisdiction of its organization with full power and authority to execute and deliverdeliver this Lease and perform its obligations hereunder. Each Party represents and warrants that its performance hereunder shall not violate any provision of any Applicable Law, and that this Lease has been duly and validly executed and delivered and constitutes the valid, legal and binding obligation of the Party enforceable in accordance with its terms, except as enforceability may be limited by equitable principles or by bankruptcy, fraudulent conveyance or insolvency laws affecting the enforcement of creditor's rights generally.
(c) Each Party represents and warrants that it is not, and during the term of this Lease shall not be, in violation of any Applicable Laws, which violations, individually or in the aggregate, would have a material adverse effect on that Party's ability to perform and observe the terms and provisions of, its obligations under this Agreement; andLease.
(ivd) Each Party represents and warrants that there are no actions, suits, governmental investigations or inquiries, or proceedings pending, or to each Party's knowledge threatened, against it or any of its businesses that, if determined adversely to it, would have a material adverse effect on its ability to perform its obligations under this Lease.
(e) Each Party represents and warrants that the execution, delivery, delivery and performance and observance of this Agreement by such Party (A) have been duly authorized by all necessary action on the part of such Party, do not and Lease will not conflict with, or result in a violation ofviolate, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, breach or constitute a an event of default under, under the terms of any provision agreement of applicable law or regulation such Party or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) agreement to which it is its properties are subject, that could reasonably be expected to have a partymaterial adverse effect on the financial condition, which would materially adversely affect prospects or business of such Party or its ability to carry out perform its obligations under hereunder.
(f) Each Party represents and otherwise observe this Agreement warrants that it is solvent and there are no bankruptcy, insolvency, reorganization, receivership or cause the occurrence of a Termination Event (as defined herein)other arrangement proceedings pending or being contemplated by it or, to its knowledge, threatened against it.
Appears in 2 contracts
Samples: Power Purchase Agreement (McKenzie Bay International LTD), Power Purchase Agreement (McKenzie Bay International LTD)
Mutual Representations. Each Party party hereto hereby represents and warrants to the other party as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):follows:
(i) it a. Such party has the legal right, all necessary corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby;.
(ii) b. Such party has duly authorized and approved by all requisite action on its part the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder, and the consummation by it of the transactions contemplated hereby.
c. Such party has duly executed and delivered this Agreement is and, assuming that this Agreement has been duly authorized, executed, and delivered by the other party hereto, this Agreement constitutes a legal, valid valid, and binding obligation of such Partyparty, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally terms.
d. The execution and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and
(iv) the execution, delivery, performance and observance delivery of this Agreement by such Party (A) have been duly authorized party, and the payment, performance, observance, defense, and discharge by all necessary action on the part such party of such Partyeach of its obligations hereunder, do not and will not not: (i) conflict with, or result in a violation ofcontravene, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization ofviolate, or provide notice to or make a filing with, cause any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach of any provision of its the charter, by-laws, or any other organizational document of such party; (ii) conflict with, contravene, or governance documents and violate any law, rule, regulation, ordinance, permit, license, or governmental order applicable to such party or any property, asset, business, or operation of such party, or cause the acceleration, amendment, cancellation, rescission, revocation, suspension, termination, withdrawal, or other modification of any such permit, license, or governmental order, or give any other person the right to do so; or (Ciii) do not and will not result in conflict with, contravene, violate, cause any breach of, constitute a default (or an event which that with the giving of notice or lapse of time, time or both, both would become a default) default under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Agreement or cause the occurrence creation of any lien or other encumbrance on any property or asset of such party pursuant to any contract to which such party is a Termination Event (as defined herein)party or by which any property, asset, business, or operation of such party is bound or affected.
Appears in 2 contracts
Mutual Representations. Each Party hereby represents and warrants to the other as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):
(i) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full ful l power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and
(iv) the execution, delivery, performance and observance of this Agreement by such Party (A) have been duly authorized by all necessary action on the part of such Party, do not and will wil l not conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will wil l not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will wil l not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) to which it is a party, which would materially adversely affect its ability to carry cany out its obligations under and otherwise observe this Agreement or cause the occurrence of a Termination Event (as defined herein).
Appears in 2 contracts
Samples: Forbearance Agreement, Forbearance Agreement
Mutual Representations. Each Party hereby party represents and warrants to the other as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):that:
(ia) it has the legal rightIt is duly authorized to execute and deliver this Agreement, power and authority to enter into the transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary corporate or limited liability company, as applicable, action to authorize such execution, delivery and performance;
(b) The Person signing this Agreement is, and any Person representing a business entity in entering into a transaction pursuant to this Agreement will be, duly authorized to do so on its behalf;
(c) It has obtained all authorizations of any governmental or regulatory body required in connection with this Agreement and consummate the transactions contemplated hereunder and such authorizations are in full force and effect;
(d) The execution, delivery and performance of this Agreement and the transactions contemplated hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected, except where such violation could not, individually or in the aggregate, be expected to have a Material Adverse Effect;
(e) There exists no judgment, order, injunction or other restraint issued or filed which prohibits the making of the transaction or the consummation of the other transactions contemplated hereby, and no action, suit, litigation or similar proceeding at law or in equity by or before any court, governmental authority, or agency exists or is threatened with respect to the transactions contemplated hereby, except which could not, individually or in the aggregate, be expected to have a Material Adverse Effect;
(iif) The obligations of such party under this Agreement is a constitute such party's legal, valid and binding obligation of such Partyobligations, enforceable against it in accordance with its their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium moratorium, or other similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at in equity or at law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and
(ivg) At the execution, delivery, performance and observance time of this Agreement by such Party (A) have been duly authorized by all necessary action on transfer to the part of such Party, do not and will not conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or party of any agreementPledged Shares, judgmentit will have the full and unqualified right to make such transfer and that upon such transfer of Pledged Shares the other party will receive all right, injunction, order, decree or other instrument binding on PREPA title and (2) with respect interest in and to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach those Pledged Shares free of any provision of its organizational lien, claim charge or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Agreement or cause the occurrence of a Termination Event (as defined herein)encumbrance.
Appears in 2 contracts
Samples: Stock Loan and Repurchase Agreement, Stock Loan and Repurchase Agreement (Kingold Jewelry, Inc.)
Mutual Representations. Each Effective as of the Effective Date, each Party hereby represents and warrants to the other as follows Party that (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):
(ia) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it Party is duly organized and organized, validly existing existing, and in good standing under the laws of the jurisdiction state of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreementformation; and
(ivb) the execution, delivery, performance execution and observance of this Agreement delivery by such Party (A) of, and the performance of its obligations under, the Agreement have been duly authorized by all necessary action on the part of such Partyaction, and do not and will not conflict withrequire any further consent or approval of any other Person; (c) such Party has full right and authority to enter into the Agreement, and the Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws now or hereafter in effect relating to creditors’ rights generally; (d) except as disclosed by either Party in writing to the other, there is no litigation, action, proceeding, or result in a violation ofinvestigation pending or, to the best of its knowledge, threatened against such Party before any law applicable to itcourt or other Governmental Authority by, and do not require it to obtain any permitagainst, consent, approval, order or authorization ofaffecting, or provide notice to or make a filing with, involving any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach of any provision of its organizational business or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give assets that could reasonably be expected to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) to which it is a party, which would materially adversely affect its ability to carry out out, satisfy, and complete its obligations under the Agreement; (e) such Party’s execution and otherwise observe this performance of its obligations under the Agreement do not and will not constitute a material breach of any term or cause provision of, or a default under (i) any contract, agreement, or Governmental Approval to which it is a party or by which it its or property is bound, (ii) its organizational documents, or (iii) any Applicable Laws; (f) such Party’s execution and performance under the occurrence Agreement do not and will not require any consent from a third party, including any Governmental Approvals from any Governmental Authority, other than (with respect to Provider) such Governmental Approvals required to construct, operate, repair, maintain, and decommission the Energy Storage System, sell and provide the Energy Management Services and Utility Services, and obtain the rights and benefits under the Incentive programs; and (g) except as set forth in written notice to the other Party, such Party has not had any dealings with any broker or agent in connection with the negotiation of the Agreement, and no broker or agent is entitled to a Termination Event (as defined herein)commission, consultants fee, facilitation fee, or its equivalent in connection with the Agreement.
Appears in 1 contract
Samples: Energy Management Services Agreement
Mutual Representations. Each Party hereby represents and warrants to the other as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):
(i) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and
(iv) the execution, delivery, performance and observance of this Agreement by such Party (A) have been duly authorized by all necessary action on the part of such Party, do not and will not conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditoreach other Party, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Transaction Documents) to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Agreement or cause the occurrence of a Termination Event (as defined herein).
Appears in 1 contract
Samples: Forbearance Agreement
Mutual Representations. Each Party of the Parties hereby represents and warrants to the other Party that, as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):Effective Date:
(ia) it Such Party has the legal full corporate right, power and authority to enter into this Agreement and consummate to perform its respective obligations under this Agreement and that it has the transactions contemplated hereby;right to grant the rights granted pursuant to this Agreement.
(iib) this Such Party is not insolvent and no proceedings have been taken or authorized by such Party, or to the knowledge of such Party been taken or threatened by any other Person, with respect to bankruptcy, insolvency, liquidation, dissolution or winding up of such Party.
(c) This Agreement is a legal, legal and valid obligation binding upon such Party and binding obligation of such Party, enforceable against it in accordance with its terms (terms, subject to (i) the effect of any applicable Law of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar laws Laws affecting creditors’ rights and relief of debtors generally and subject, as to enforceability, to equitable (ii) the effect of general principles of equity, including general application principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether enforcement such enforceability is sought considered in a proceeding at in equity or at law));
(iii) (A) with respect to PREPA. The execution, it is a public corporation delivery and performance of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and
(iv) the execution, delivery, performance and observance of this Agreement by such Party (A) have been duly authorized by all necessary action on the part of such Party, do not and will does not conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) understanding, oral or written, to which it is a partyParty or by which it is bound, which nor violate any applicable Law of any Governmental Authority having jurisdiction over it.
(d) Such Party has not granted any right to any Third Party that would materially adversely affect its ability conflict with the rights granted to carry out its obligations under the other Party hereunder.
(e) Except for Regulatory Approvals, manufacturing approvals and/or similar approvals necessary for the manufacture or Commercialization of Product (and otherwise observe the components thereof), such Party has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other Persons required to be obtained by it as of the Effective Date in connection with the execution, delivery and performance of this Agreement.
(f) There is no action or proceeding pending against such Party or, to such Party’s knowledge, threatened against such Party that questions the validity of this Agreement or cause any action taken by such Party in connection with the occurrence execution of this Agreement.
(g) Except as set forth in Schedule 9.1.1(g) attached hereto, there is no investment banker, broker, finder, financial advisor or other intermediary who has been retained by or is authorized to act on behalf of such Party (or any of its Affiliates) who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.
(h) Neither such Party nor its Affiliates has been debarred or is subject to debarment and neither it not any of its Affiliates will use in any capacity, in connection with the Commercialization of Product, any Person who has been debarred pursuant to Section 306 of the United States Federal Food, Drug and Cosmetic Act, or who is subject of a Termination Event (as defined herein)conviction described in such section.
Appears in 1 contract
Samples: Marketing, Distribution and Supply Agreement (Biovail Corp International)
Mutual Representations. Each Party hereby represents and warrants to the other as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):
(i) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full ful l power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and
(iv) the execution, delivery, performance and observance of this Agreement by such Party (A) have been duly authorized by all necessary action on the part of such Party, do not and will wil l not conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditoreach other Party, do not and will wil l not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will wil l not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Loan Documents) to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Agreement or cause the occurrence of a Termination Event (as defined herein).
Appears in 1 contract
Samples: Forbearance and Amendment Agreement
Mutual Representations. Each Party Party, with respect to itself only, hereby represents and warrants to the other as follows Party the following:
(each a) it is duly organized, validly existing and in good standing under the applicable laws of which is a continuing representation and warrantyits state or nation of incorporation or formation, and shall be true throughout is qualified to do business and is in good standing in the Forbearance Period):State of UTAH and in every other jurisdiction where the failure to so qualify would have a material adverse effect on its ability to execute, deliver and perform this Agreement and the other agreements contemplated herein;
(ib) it has the legal right, all requisite power and authority to (i) own, lease or operate its assets and properties and to carry on the business as now conducted, and (ii) enter into and perform its obligations under this Agreement and consummate to carry out the transactions contemplated hereby;
(iic) it has taken (or caused to be taken) all acts and other proceedings required to be taken by such Party to authorize the execution, delivery and performance by such Party of this Agreement is a legal, and the other agreements contemplated herein. This Agreement has been duly executed and delivered by such Party and constitutes the valid and binding obligation of such Party, enforceable against it such Party in accordance with its terms (subject to terms, except as enforceability may be limited by applicable bankruptcy, reorganizationmoratorium, insolvency, moratorium reorganization or similar laws affecting creditors’ the rights of creditors generally and subject, as to enforceability, to equitable by principles of general application (regardless of equity, whether enforcement is sought considered in a proceeding at equity law or law))in equity;
(iiid) (A) with respect there are no actions, suits or proceedings pending or, to PREPAsuch Party's knowledge, it is threatened against such Party which if decided unfavorably to such Party could have a public corporation material adverse effect on the ability of such Party to execute, deliver or perform this Agreement or the Commonwealth of Puerto Rico, duly existing under other agreements contemplated herein or have a material adverse effect on the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; andProperties;
(ive) the execution, delivery, performance and observance of this Agreement by such Party (A) have been duly authorized by all necessary action on the part of such Party, do not and will not conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtainedincurred any obligation or liability, provided contingent or madeotherwise, as applicable, (B) (1) with respect for any fee payable to PREPA, do not contravene, a broker or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) finder with respect to the Forbearing Creditor, do not and will not violate, conflict with or result matters provided for in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Agreement or cause the occurrence of a Termination Event (other agreements contemplated herein which could be attributable to or charged to any other Party. In this regard, each Party shall indemnify, defend and hold harmless the other Party from any claims, damages, liabilities, costs and expenses, including reasonable attorney's fees in the event the prior sentence should be or become untrue as defined herein)to such Party.
Appears in 1 contract
Samples: Working Interest Participation Agreement (T-Rex Oil, Inc.)
Mutual Representations. Each Party hereby represents represents, warrants and warrants covenants to the other Parties as follows follows:
(each of which a) It is a continuing representation and warrantylimited partnership, and shall be true throughout the Forbearance Period):
(i) it has the legal rightlimited liability company, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legalcompany or corporation duly organized, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization with in which it is incorporated or organized, and has full corporate power and authority and the legal right to execute own and deliver, operate its property and assets and to perform carry on its business as it is now being conducted and observe as contemplated in this Settlement Agreement, including, the terms and provisions of, this Agreement; andability to grant the rights granted to the other Parties hereunder.
(ivb) As of the execution, delivery, performance Effective Date: (i) it has the corporate power and observance authority and the legal right to enter into this Settlement Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Settlement Agreement by and the performance of its obligations hereunder; and (iii) this Settlement Agreement has been duly executed and delivered on behalf of such Party (A) have been duly authorized by all necessary action on the part and constitutes legal, valid and binding obligations of such Party, do not and will not conflict with, or result Party that are enforceable against it in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) accordance with their terms except: (1) with respect to PREPAas limited by applicable bankruptcy; insolvency, do not contravenereorganization, moratorium, fraudulent conveyance, or constitute a default under, any provision other laws of applicable law general application relating to or regulation or affecting the enforcement of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA creditors’ rights generally; and (2) with respect as limited by laws relating to the Forbearing Creditoravailability of specific performance, do injunctive relief, or other equitable remedies.
(c) It has not entered, and will shall not violateenter, into any agreement with any Third Party that is in conflict with the rights granted to the other Parties in this Settlement Agreement; it has not taken and shall not take any action that would in any way prevent it from granting the rights granted to the other Parties under this Settlement Agreement or that would otherwise materially conflict with or result in adversely affect the breach rights granted to the other Parties under this Settlement Agreement; and its performance and execution of any provision of its organizational or governance documents and (C) do this Settlement Agreement does not and will not result in a breach of any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) contract to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Agreement or cause the occurrence of a Termination Event (as defined herein).
Appears in 1 contract
Samples: Settlement Agreement (Alkermes Plc.)
Mutual Representations. Each Party Furthermore, each party hereby represents represents, warrants and warrants undertakes to the other as follows party that:
A. Such party (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):
(i1) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full state in which it is organized, and (2) has the power and authority and the legal right to execute own and deliveroperate its property and assets, and to perform carry on its business as it is now being conducted;
B. Such party (1) has the power and observe authority and the terms and provisions of, this Agreement; and
(iv) the execution, delivery, performance and observance of legal right to enter into this Agreement by such Party and to perform its obligations hereunder and (A2) have been duly authorized by has taken all necessary action on its part to authorize the part execution and delivery of this Agreement and the performance of its obligations hereunder;
C. This Agreement has been duly executed and delivered on behalf of such Partyparty, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms;
D. The execution and delivery of this Agreement and the performance of such party’s obligations hereunder (1) do not, to the best of such party’s knowledge, conflict with or violate any requirement of Applicable Laws; and (2) do not and will not materially conflict with, or result in constitute a violation ofmaterial default or require any consent under, any law applicable to it, and do not require it to obtain any permit, consent, approval, order contractual obligation of such party;
E. No transactions or authorization of, dealings under this Agreement shall be conducted with or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person for an individual or entity that has not been obtainedis designated as the target of any sanctions, provided restrictions or madeembargoes administered by the United Nations, as applicableEuropean Union, (B) United Kingdom, or the United States; and
F. In the performance of its obligations under this Agreement, it will not: (1) with respect provide or promise to PREPAprovide, do not contravenedirectly or indirectly, any unlawful contribution, gift, entertainment, or constitute a default under, other unlawful payment to any provision of applicable law foreign or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and domestic government employee relating to political activity; (2) with respect to the Forbearing Creditortake any action, do not and will not violatedirectly or indirectly, conflict with that violates Foreign Corrupt Practices Act (“FCPA”), or result in the breach any other applicable anticorruption law of any provision foreign jurisdiction, including, without limitation, “use of its organizational the mails or governance documents and (C) do not and will not result any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay, or authorization of the payment of any breach ofmoney, constitute a default (or event which with offer, gift, promise to give, or authorization of the giving of notice anything of value” to any “foreign official” (as is defined in the FCPA), any foreign political party or lapse of timeofficial thereof, or bothany candidate for foreign political office, would become a defaultto influence their acts or decisions in their official capacity, to induce them to do or omit from doing any act in violation of their lawful duty, or to secure any improper advantage in order to assist in obtaining business, or retaining business, or directing business to any person; and (3) undermake or propose to make any bribe, require any consent under or give to others any rights of terminationpayoff, amendmentinfluence payment, accelerationkickback, suspensionunlawful rebate, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument similar unlawful payment of any nature, including to healthcare providers or arrangement (including without limitation the Facility Documents) to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Agreement or cause the occurrence of a Termination Event (as defined herein)those employed by any governmental institutions.
Appears in 1 contract
Samples: Commercial Supply Agreement (Phathom Pharmaceuticals, Inc.)
Mutual Representations. Each Party hereby represents and warrants to the other Party, as follows of the Effective Date, as follows:
(each of which a) Such Party is a continuing representation and warrantycorporation duly organized, and shall be true throughout the Forbearance Period):
(i) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.
(b) Such Party has full corporate power and authority to execute and deliver, deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and observe the terms thereunder. The execution and provisions of, this Agreement; and
(iv) the execution, delivery, performance and observance delivery by such Party of this Agreement and the Ancillary Agreements to which it is a party and the performance by such Party (A) of the transactions contemplated hereby and thereby have been duly authorized approved by all necessary requisite corporate action on the part of such Party and its stockholders. Each of this Agreement and each Ancillary Agreement to which such Party is a party has been duly executed by such Party and constitutes a valid and legally binding obligation of such Party, do not and will not conflict withenforceable in accordance with its respective terms.
(c) Except as set forth on Schedule 6.1(c), or result in a violation of, any law applicable to it, and do not require it to obtain any permit, no consent, approval, order order, judgment, ruling or authorization of, action by or provide notice to in respect of, or make a registration, declaration or filing with, any court, governmental or regulator agency or authority or other person Person is required by or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPAsuch Party or any of its Affiliates in connection with the execution and delivery by such Party of this Agreement or the Ancillary Agreements to which such Party or the consummation of the transactions contemplated hereby and thereby.
(d) None of the execution and delivery by such Party of this Agreement or the Ancillary Agreements to which such Party is a party, do not contravenethe performance by such Party of its obligations hereunder and thereunder, or constitute a default under, nor the consummation by such Party of the transactions contemplated hereby and thereby will (i) violate any provision of applicable law the organizational documents of such Party, or regulation or of any agreement(ii) conflict with, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any a breach of, constitute a default (or event which with under, result in the giving of notice or lapse of timeacceleration of, create in any party the right to accelerate, terminate, modify, or bothcancel, would become a default) under, or require any consent notice under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) contract to which it such Party is a partyparty or by which such Party or its assets or properties is bound or to which such Party or its assets or properties is subject.
(e) Except as set forth in Schedule 6.1(e), which would materially adversely affect its ability such Party has no liability or obligation to carry out its obligations under and otherwise observe pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement or cause and the occurrence of a Termination Event (as defined herein)Ancillary Agreements.
Appears in 1 contract
Samples: Patent Purchase and License Agreement (Patient Safety Technologies, Inc)
Mutual Representations. Each Party hereby represents and warrants to as of the other as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):Effective Date that:
(i) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, 10.1.1 it is a public corporation of the Commonwealth of Puerto Ricoduly organized, duly existing under the laws of the Commonwealth of Puerto Ricovalidly existing, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws Laws of the jurisdiction country of its organization with full power incorporation;
10.1.2 the execution and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and
(iv) the execution, delivery, performance and observance delivery of this Agreement and the performance of the transactions and other matters contemplated by such Party (A) this Agreement have been duly authorized by all necessary action on the part appropriate corporate actions of such Party;
10.1.3 this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms, do and the execution, delivery, and performance of this Agreement by the Parties does not conflict with any agreement or understanding, whether written or oral, to which such Party is a party or by which it is bound;
10.1.4 none of the execution, delivery, or the performance by such Party of this Agreement, nor the consummation by such Party of the transactions and will not other matters contemplated hereby will: (a) require the consent of any Person, violate or conflict with, or result in a violation breach of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization provision of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default underunder (or, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, time or both, would become constitute a defaultdefault under) underany agreement, require whether written or oral, that would result in a material adverse effect; or (b) violate or conflict with any consent under Applicable Law or give court order applicable to others such Party or to which the assets of such Party are subject or bound that would result in a material adverse effect;
10.1.5 Each Party has the full right and legal capacity to grant the rights granted to the other Party hereunder without violating the rights of any Third Party;
10.1.6 there are no consents, approvals, permits, authorizations, waivers, or other actions by, or filings with or notifications to, any Governmental Authority that are required to be obtained or made by such Party in connection with the execution, delivery, or performance by such Party of this Agreement or the performance of such Party’s obligations hereunder;
10.1.7 such Party is not currently subject to any agreement (whether written or oral) between such Party and any other Person, or to any outstanding order, judgment or decree of any court or administrative agency, that restricts such Party in any way from granting the rights to the other Party hereunder;
10.1.8 to such Party’s Knowledge, no Person is infringing or threatening to infringe or misappropriate any Intellectual Property Rights Controlled by such Party that are licensed to the other Party hereunder;
10.1.9 to such Party’s Knowledge, no Patent Rights Controlled by such Party that are licensed to the other Party hereunder are subject to any threatened or ongoing dispute regarding the inventorship or ownership of any rights contained therein; and
10.1.10 such Party has enforceable written agreements with all of terminationits employees who (a) may perform services under the Development Program assigning to such Party ownership of (and waive any moral rights to) all intellectual property rights created in the course of their employment, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise otherwise sufficient for such Party to comply with its obligations hereunder; or (b) may receive the other instrument or arrangement (including without limitation the Facility Documents) Party’s Confidential Information otherwise sufficient for such Party to which it is a party, which would materially adversely affect its ability to carry out comply with its obligations under and otherwise observe this Agreement or cause the occurrence of a Termination Event (as defined herein)Article 9.
Appears in 1 contract
Samples: Development and Manufacturing Collaboration Agreement (Vir Biotechnology, Inc.)
Mutual Representations. Each Party hereby represents and warrants to the other as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):
(i) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ ' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and
(iv) the execution, delivery, performance and observance of this Agreement by such Party (A) have been duly authorized by all necessary action on the part of such Party, do not and will not conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditoreach other Party, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Transaction Documents) to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Agreement or cause the occurrence of a Termination Event (as defined herein).
Appears in 1 contract
Samples: Forbearance Agreement
Mutual Representations. Each Party hereby severally, and not jointly, represents and warrants to the other as follows (each of which is a continuing representation and warranty, and shall be true throughout the Forbearance Period):
(i) it has the legal right, power and authority to enter into this Agreement and consummate the transactions contemplated hereby;
(ii) this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subjectParties, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));
(iii) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto RicoExecution Date, duly existing under that:
4.1.1. to the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Partyextent such Party is an entity, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full or incorporation and, if relevant under such laws, in good standing, has the power and authority to execute and deliver, and to perform and observe the terms and provisions of, this Agreement; and
(iv) the execution, delivery, performance and observance of deliver this Agreement and the other Transaction Documents to which it is a party and any other related documentation that it is required by such Party (A) have been duly authorized by all necessary action on this Agreement and the part of such Party, do not and will not conflict with, or result in a violation of, any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage, indenture contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement (including without limitation the Facility Documents) Transaction Documents to which it is a party, to deliver and to perform its obligations under this Agreement and the other Transaction Documents to which would materially adversely it is a party, and has taken all necessary action to authorize such execution, delivery and performance;
4.1.2. the execution and delivery of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the Board of each Party which is an entity and no other corporate proceedings on the part of such Party are necessary to authorize the consummation of the transactions contemplated hereby and thereby;
4.1.3. such execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, do not violate or conflict with any Applicable Law in any material respect, any order or judgment of any court or Governmental Authority or, in any material respect, any of its assets or any contractual restriction binding on or affecting it or any of its assets, and in the event such Party is an entity, do not violate or conflict with any provision of its Governing Documents;
4.1.4. all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to this Agreement and the other Transaction Documents to which it is a party (including any internal authorizations, approvals and consents required by such Party under its Governing Documents) have been obtained or submitted and are in full force and effect, and all conditions of this Agreement and the other Transaction Documents to which it is a party, have been obtained or submitted and are in full force and effect, and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with, in all material respects;
4.1.5. its obligations under this Agreement and the other Transaction Documents to which it is a party, constitute its legal, valid and binding obligations, enforceable against the Party in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity, and any implied covenant of good faith and fair dealing;
4.1.6. there is not pending, nor to its knowledge threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or the other Transaction Documents to which it is a party, or its ability to carry out perform its obligations under and otherwise observe this Agreement or cause the occurrence other Transaction Documents to which it is a party;
4.1.7. it has entered into this Agreement and the other Transaction Documents to which it is a party and will enter into any transaction hereunder and thereunder as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise) and with a full understanding of the material terms and risks of the same, and has made its own independent decision to enter into this Agreement or the other Transaction Documents to which it is a party and any transaction and as to whether this Agreement or the other Transaction Documents to which it is a party and any transaction are appropriate or suitable for it based upon its own judgment and upon advice from such advisers as it has deemed necessary and not in reliance upon any view expressed by any other Party;
4.1.8. it is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of any term or provision of this Agreement or the other Transaction Documents to which it is a party;
4.1.9. no transfer of property or payment of amounts provided for hereunder is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the actual intent to hinder, delay or defraud either present or future creditors of any Person or Party; and
4.1.10. any individual executing this Agreement on behalf of a Termination Event (as defined herein)Party has authority to act on behalf of such Party and has been duly and properly authorized to sign this Agreement and the other Transaction Documents to which it is a party, on behalf of such Party.
Appears in 1 contract
Samples: Preferred Stock Redemption Agreement (Camber Energy, Inc.)
Mutual Representations. Each Party hereby represents and warrants to the other Party as follows of the Restatement Effective Date and each sale of Crude Oil hereunder, that:
(each a) It is an “Eligible Contract Participant” as defined in Section 1a(12) of which the Commodity Exchange Act, as amended.
(b) It is a continuing representation and warranty, and shall be true throughout the Forbearance Period):
(i) it has the legal right, power and authority to enter into a “forward contract merchant” in respect of this Agreement and consummate this Agreement and each sale of Crude Oil hereunder constitutes a “forward contract,” as such terms are defined in the transactions contemplated hereby;
Bankruptcy Code and (ii) this Agreement is a legal, valid “swap participant” or a “financial participant” and binding obligation of each Spread Adjustment hereunder constitutes a “swap agreement” and a “forward contract,” as such Party, enforceable against it terms are defined in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding at equity or law));the Bankruptcy Code.
(iiic) (A) with respect to PREPA, it is a public corporation of the Commonwealth of Puerto Rico, duly existing under the laws of the Commonwealth of Puerto Rico, and (B) with respect to each other Party, it It is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization with full or incorporation and in good standing under such laws.
(d) It has the corporate, governmental or other legal capacity, authority and power and authority to execute and deliverthis Agreement, to deliver this Agreement and to perform and observe the terms and provisions of, its obligations under this Agreement; and
(iv) the execution, delivery, performance and observance of this Agreement by such Party (A) have been duly authorized by has taken all necessary action on to authorize the part of such Partyforegoing.
(e) The execution, delivery and performance in the preceding paragraph (d) do not and will not violate or conflict with, or result in a violation of, with any law applicable to it, and do not require it to obtain any permit, consent, approval, order or authorization of, or provide notice to or make a filing with, any court, governmental or regulator agency or authority or other person or entity that has not been obtained, provided or made, as applicable, (B) (1) with respect to PREPA, do not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on PREPA and (2) with respect to the Forbearing Creditor, do not and will not violate, conflict with or result in the breach of any provision of its organizational or governance documents and (C) do not and will not result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation ofconstitutional documents, any noteorder or judgment of any court or Governmental Authority applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.
(f) All governmental and other authorizations, bondapprovals, mortgageconsents, indenture contract, agreement, lease, sublease, license, permit, franchise notices and filings that are required to have been obtained or other instrument or arrangement (including without limitation the Facility Documents) submitted by it with respect to which it is a party, which would materially adversely affect its ability to carry out its obligations under and otherwise observe this Agreement have been obtained or cause the occurrence submitted and are in full force and effect, and all conditions of a Termination Event (as defined herein)any such authorizations, approvals, consents, notices and filings have been complied with.
Appears in 1 contract
