Common use of Obligors’ Representations And Warranties Clause in Contracts

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. 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 Subordinated Credit Agreement 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) no Default (other than the Designated Defaults) has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the limited liability company or corporate power and authority of such Obligor Borrower and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (cd) 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; (de) 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; (ef) 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; (g) no changes have been made in officers’ incumbency since those certified to the Administrative Agent and the Lenders on the original closing of the Subordinated Credit Agreement on or about December 17, 2008, except that Xxxxxxx X. XxXxxxxx has resigned as Senior Vice President of Engineering and Operations; (h) no changes have been made to the authorizing resolutions delivered in connection with the original closing of the Subordinated Credit Agreement on or about December 17, 2008; and (fi) other than no changes have been made to the Designated Defaultsorganizational documents since the original closing of the Subordinated Credit Agreement on or about December 17, no other Defaults or Events of Default have occurred and are continuing2008.

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 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) no Default (other than the Designated Defaults) has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the limited liability company or corporate power and authority of such Obligor Borrower and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (cd) 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; (de) 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; (ef) the Obligors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Permitted Liens) Liens other than the Liens in favor of the Subordinated Agent), Liens in the Collateral and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (g) no changes have been made in officers’ incumbency since those certified to the Administrative Agent and the Lenders on the original closing of the Credit Agreement on or about December 17, 2008, except that Xxxxxxx X. XxXxxxxx has resigned as Senior Vice President of Engineering and Operations; (h) no changes have been made to the authorizing resolutions delivered in connection with the original closing of the Credit Agreement on or about December 17, 2008; and (fi) other than no changes have been made to the Designated Defaultsorganizational documents since the original closing of the Credit Agreement on or about December 17, no other Defaults or Events of Default have occurred and are continuing2008.