Obligors’ Representations And Warranties. As an inducement to the Credit Parties to enter into this Amendment and to agree to the requested waiver and to the modifications provided for herein, each of the Obligors makes the following representations and warranties to the Credit Parties and acknowledges the justifiable reliance of the Credit Parties thereon:
Obligors’ Representations And Warranties. Each Obligor acknowledges, represents, warrants and agrees that: (a) other than the representation and warranty as to no Defaults, after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) the execution, delivery and performance of this Agreement are within the limited liability company or corporate power and authority of such Obligor and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (c) this Agreement constitutes the legal, valid, and binding obligation of such Obligor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (d) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement; (e) the Obligors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Permitted Liens) Liens in the Collateral and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; and (f) other than the Designated Defaults, no other Defaults or Events of Default have occurred and are continuing.
Obligors’ Representations And Warranties. In order to induce Lenders to enter into this Amendment and to amend the Loan Agreement in the manner provided herein, each Obligor represents and warrants to each Lender that the following statements are true, correct and complete:
Obligors’ Representations And Warranties. Borrower hereby represents and warrants to Lender, with knowledge that Lender shall materially rely upon each of the following representations and warranties in entering into this Loan Agreement, as follows:
Obligors’ Representations And Warranties. Each Obligor hereby represents and warrants to the Lenders as of the date of this Agreement and as of the Funding Date (unless otherwise specified in Exhibit “C”) and so long as any Obligations remain outstanding, as set out in Exhibit “C” and acknowledges that the Lenders are relying upon such representations and warranties in agreeing to provide the Loan Facility, which representations and warranties shall survive the execution and delivery of this Agreement.
Obligors’ Representations And Warranties. The Obligor represents and warrants that:
Obligors’ Representations And Warranties. As an inducement to the SECURED PARTIES to enter into this AGREEMENT, each of the OBLIGORS makes the following representations and warranties to the SECURED PARTIES and acknowledges the justifiable reliance of the SECURED PARTIES thereon:
Obligors’ Representations And Warranties. The Obligor represents and warrants to the Secured Parties as follows:
(a) The Obligor has, and as to Collateral acquired or arising after the date hereof, will have, good and valid rights in, and title to, the Collateral with respect to which it has purported to grant a Security Interest hereunder, except for the Security Interest and Liens in respect of the Permitted Indebtedness and minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize the Collateral for its intended purposes, and has full power and authority to grant to the Secured Parties the Security Interest in the Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained;
(b) There is no agreement in effect on the date hereof that prohibits the creation of the Security Interest by the Obligor; and
(c) All written information heretofore or hereafter furnished by the Obligor to each Secured Party is or will be true and correct in all material respects as of the date with respect to which such information was or will be furnished.
Obligors’ Representations And Warranties. Obligor hereby represents and warrants that (a) Obligor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation set forth above, and is qualified to do business in, and is in good standing in, each state or other jurisdiction in which the nature of its business makes such qualification necessary (including each state or other jurisdiction in which the Equipment or any part thereof will be located); (b) Obligor has the corporate power and authority to execute and perform this Agreement and each other Obligor Document and to finance the Equipment hereunder and thereunder, and has duly authorized the execution, delivery and performance of this Agreement and each other Obligor Document; (c) the financing of the Equipment by Obligee for Obligor, the execution and delivery of this Agreement and each other Obligor Document, and the compliance by the Obligor with the terms hereof and thereof, and the payments and performance by Obligor of all of its obligations hereunder and thereunder (i) have been duly and legally authorized by appropriate corporate action taken by Obligor, (ii) are not in contravention of, and will not result in a violation or breach of, any of the terms of Obligor's Certificate of Incorporation (or equivalent document), its By-Laws, or of any provisions relating to shares of the capital stock of Obligor, and (iii) will not violate or constitute a breach of any provision of law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which Obligor is a party, or by or under which Obligor or any of Obligor's property is bound, or be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or instrument, or result in the creation or imposition of any Lien upon any of Obligor's property or assets; (d) this Agreement and each other Obligor Document have each been executed by the duly authorized officer or officers of Obligor and delivered to Obligee and constitutes, and when executed by the duly authorized officer or officers of Obligor and delivered to Obligee each Supplement and related instruments, documents and agreements with respect to each Item of Equipment will constitute, the legal, valid and binding obligations of Obligor, enforceable in accordance with their terms; (e) neither the execution and delivery of this Agreement or any other Obligor Documen...
Obligors’ Representations And Warranties. GV Ranch Station and Station each represents and warrants as to itself that:
(a) All financial statements and other financial information furnished or to be furnished to the Administrative Agent or the Lenders by such Obligor are or will be true and correct and do or will fairly represent the financial condition of such Obligor as of the dates and for the periods covered thereby;
(b) All such financial statements of such Obligor were or will be prepared in accordance with Generally Accepted Accounting Principles, consistently applied;
(c) There has been no material adverse change in such Obligor's financial condition since the dates of the statements most recently furnished to the Lenders prior to the date hereof; and
(d) The performance of this Agreement will not violate any indenture, credit agreement or other material agreement to which such Obligor is a party.
