Common use of Ratification and Affirmation of Loan Parties Clause in Contracts

Ratification and Affirmation of Loan Parties. Each Loan Party hereby expressly (i) acknowledges the terms of this Sixth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain in full force and effect with respect to the Indebtedness as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person of this Sixth Amendment are within such Person’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Person enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Default or Event of Default exists.

Appears in 2 contracts

Samples: Credit Agreement (Chesapeake Energy Corp), Credit Agreement (WildHorse Resource Development Corp)

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Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respectswhen made), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Default or Event of Default exists.

Appears in 2 contracts

Samples: Credit Agreement (Rice Energy Inc.), Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Fifth Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respectswhen made), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Fifth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fifth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Fifth Amendment, no Default or Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth First Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Bridge Term Loan Agreement (as amended hereby) and the other Loan Documents to which it is a party, including the Guarantee Agreement as modified by this First Amendment, (iiic) acknowledges, acknowledges and renews and extends its continued liability under the Guaranty Agreement, the Security Bridge Term Loan Agreement (as amended hereby) and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under including the Guaranty Guarantee Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain in full force and effect with respect to the Indebtedness as amended herebymodified by this First Amendment, (vd) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Bridge Term Loan Agreement (as amended by this Sixth Amendmenthereby) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and immediately after giving effect to this Sixth Amendment First Amendment, except (Ai) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (Bii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vie) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth First Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equitygenerally, regardless of whether considered in a proceeding in equity or at law, and (viif) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth First Amendment, no Default exists, and (g) agrees that such guarantees and other obligations, and the terms of the Guarantee Agreement and each of the other Loan Documents to which it is a party, in each case, as amended or Event modified by the First Amendment (i) are not impaired or affected in any manner whatsoever, (ii) shall continue to be in full force and effect and (iii) as applicable, shall guarantee all Obligations under the Bridge Term Loan Agreement. The parties hereto acknowledge and agree that all references to the “Credit Agreement” (or words of Default existssimilar import) in the Guarantee Agreement and the other Loan Documents, in each case, as amended or modified by the First Amendment, refer to the Bridge Term Loan Agreement as amended and modified by the First Amendment without impairing any such obligations in any respect and all references to the “Guarantee Agreement” (or words of similar import) in the Bridge Term Loan Agreement and the other Loan Documents, in each case, as amended or modified by the First Amendment, refer to the Guarantee Agreement as amended and modified by the First Amendment without impairing any such obligations in any respect.

Appears in 1 contract

Samples: Day Bridge Term Loan Agreement (Sitio Royalties Corp.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Fourth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, acknowledges and renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Guaranteed Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Sixth Amendment Fourth Amendment, except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Fourth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Fourth Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth First Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, acknowledges and renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Sixth Amendment the amendments set forth in Section 2 hereof, except (Ai) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (Bii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth First Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth First Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Granite Ridge Resources, Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Second Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, acknowledges and renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Sixth Amendment the amendments set forth in Section 2 hereof, except (Ai) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (Bii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Second Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Second Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Granite Ridge Resources, Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Third Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, acknowledges and renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true Page 11 and correct in all material respects as of the date hereof and hereof, after giving effect to this Sixth Amendment the amendments set forth in Section 3 hereof, except (Ai) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (Bii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Third Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Third Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equitygenerally, regardless of whether considered in a proceeding in equity or at law, and (viig) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Third Amendment, no Default exists and (h) represents and warrants that the last contract month for the Existing Hedging Transactions (as defined in the Credit Agreement immediately prior to giving effect to this Third Amendment and used herein with the same meaning) was December 2023 and therefore there are no “Swap Obligations” (as defined in the Hedge Intercreditor Agreement referred to in the Credit Agreement immediately prior to giving effect to this Third Amendment) owing to Xxxxxxx, Xxxxxxxxxxxx, NextEra Energy Marketing, LLC or Event EDF Trading North America, LLC or any of Default existstheir respective affiliates with respect to any Existing Hedging Transaction.

Appears in 1 contract

Samples: Credit Agreement (Granite Ridge Resources, Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Ninth Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement Agreement, and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (Aother than (x) to the extent any such representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, in all material respects when made and (By) to the extent representations and warranties that any such representation and warranty is expressly are qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Ninth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Ninth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Ninth Amendment, no Default or Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Security Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Third Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, acknowledges and renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Guaranteed Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Sixth Amendment Third Amendment, except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Third Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Third Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Third Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Seventh Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment the amendments set forth in Section 2 hereof except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Seventh Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Seventh Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Seventh Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Fourth Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respectswhen made), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Fourth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Fourth Amendment, no Default or Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth First Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respectswhen made), (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth First Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth AmendmentFirst Amendment (including, without limitation, the Borrowing Base decrease pursuant to Section 3 hereof), no Default or Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth First Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment the amendments set forth in Section 2 hereof except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth First Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth First Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Eighth Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (Aother than (x) to the extent any such representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, in all material respects when made and (By) to the extent representations and warranties that any such representation and warranty is expressly are qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Eighth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Eighth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Eighth Amendment, no Default or Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Second Waiver Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended herebyIndebtedness, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to this Sixth Second Waiver Amendment except Effective Date (Aother than (x) to the extent any such representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, in all material respects when made and (By) to the extent representations and warranties that any such representation and warranty is expressly are qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Second Waiver Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Waiver Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the Second Waiver Amendment Effective Date, no Default or Default, Event of Default (other than the Defaults and Events of Default described in Sections 3(a), (b), (c), (d), (e), (f) and (g) of the Limited Waiver) or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Limited Waiver Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Second Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to this Sixth Second Amendment except Effective Date (Aother than (x) to the extent any such representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, in all material respects when made and (By) to the extent representations and warranties that any such representation and warranty is expressly are qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Second Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the Second Amendment Effective Date, no Default or Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth First Waiver Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended herebyIndebtedness, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to this Sixth First Waiver Amendment except Effective Date (Aother than (x) to the extent any such representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, in all material respects when made and (By) to the extent representations and warranties that any such representation and warranty is expressly are qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth First Waiver Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Waiver Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the First Waiver Amendment Effective Date, no Default or Default, Event of Default (other than the Defaults and Events of Default described in Sections 3(a), (b), (c), (d), (e), (f) and (g) of the Limited Waiver) or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Limited Waiver Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth AmendmentLimited Waiver, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended herebyIndebtedness, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to this Sixth Fourth Amendment except Effective Date (Aother than (x) to the extent any such representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, in all material respects when made and (By) to the extent representations and warranties that any such representation and warranty is expressly are qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Amendment Limited Waiver are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment Limited Waiver constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the Fourth Amendment Effective Date, no Default or Default, Event of Default (other than the Defaults and Events of Default described in Sections 3(a), (b), (c), (d), (e), (f) and (g) hereof) or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Limited Waiver Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be were true and correct in all respectsmaterial respects when made), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Amendment, no Default or Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Fifth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier datewhen made), and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Fifth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fifth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Default or Event of Default existsgenerally.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth First Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, acknowledges and renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Guaranteed Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Sixth Amendment the amendments set forth in Section 2 hereof, except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth First Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth First Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each Loan Party Obligor hereby expressly (ia) acknowledges the terms of this Sixth AmendmentAgreement, (iib) ratifies and affirms its obligations under the Guaranty Hedging Agreement, the each Approved Master Agreement, each Security Agreement Document and the other Loan Hedging Facility Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Hedging Agreement, the each Approved Master Agreement, each Security Agreement Document and the other Loan Hedging Facility Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain in full force and effect with respect to the Indebtedness as amended hereby, (vd) represents and warrants to the Lenders Hedge Providers and the Administrative Collateral Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) Hedging Agreement, the Approved Master Agreements and the other Loan Hedging Facility Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except (Aother than (x) to the extent any such representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier datein all material respects when made, (y) representations and (B) to the extent warranties that any such representation and warranty is expressly are qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects, and (viz) the existence of the Anticipated Events of Default), (e) represents and warrants to the Lenders Hedge Providers and the Administrative Collateral Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Amendment Agreement are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment Agreement constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viif) represents and warrants to the Lenders Hedge Providers and the Administrative Collateral Agent that, after giving effect to this Sixth Amendmentother than the Anticipated Events of Default, no Default or Default, Event of Default existsor Triggering Event under the Hedging Agreement or the other Hedging Facility Documents has occurred and is continuing.

Appears in 1 contract

Samples: Forbearance and Waiver Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Second Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment the amendments set forth in Section 2 hereof and the limited consent contained in Section 3 hereof except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Second Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Second Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Fourth Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to this Sixth Fourth Amendment except Effective Date (Aother than (x) to the extent any such representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, in all material respects when made and (By) to the extent representations and warranties that any such representation and warranty is expressly are qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Fourth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the Fourth Amendment Effective Date, no Default or Default, Event of Default (other than the Defaults and Events of Default described in Sections 3(a), (b), (c), (d), (e) and (f) hereof) or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Titan Energy, LLC)

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Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Fourth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier datewhen made), and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Fourth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Default or Event of Default existsgenerally.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Third Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to this Sixth Third Amendment except Effective Date (Aother than (x) to the extent any such representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, in all material respects when made and (By) to the extent representations and warranties that any such representation and warranty is expressly are qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Third Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Third Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the Third Amendment Effective Date, no Default or Default, Event of Default (other than the Defaults and Events of Default described in Sections 3 (a), (b), (c) and (d) hereof) or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement and Limited Waiver (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Third Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment the amendments set forth in Section 2 hereof except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Third Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Third Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Third Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Eighth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment the amendments set forth in Section 2 hereof except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Eighth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Eighth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Eighth Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth First Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier datewhen made), and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth First Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Default or Event of Default existsgenerally.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Third Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respectswhen made), (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Third Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Third Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Third Amendment, no Default or Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Fifth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment the amendments set forth in Section 2 and Section 3 hereof except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Fifth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fifth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Fifth Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth First Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier datewhen made), and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth First Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Default or Event of Default existsgenerally.

Appears in 1 contract

Samples: Guaranty Agreement (Atlas Energy, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth Seventh Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be were true and correct in all respectsmaterial respects when made), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Seventh Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Seventh Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Seventh Amendment, no Default or Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Fifth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, acknowledges and renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees agrees, with respect to Parent, that its guarantee under Article XIII of the Guaranty Credit Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Guaranteed Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Sixth Amendment Fifth Amendment, except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Fifth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fifth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Fifth Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, acknowledges and renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees agrees, with respect to Parent, that its guarantee under Article XIII of the Guaranty Credit Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Guaranteed Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Sixth Amendment Amendment, except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Fifth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except the amendments set forth in Section 2 hereof and the limited waivers set forth in Section 4 hereof (A) to the extent any such other than representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respectswhen made), (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Fifth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fifth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Fifth Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Second Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, acknowledges and renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iv) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Guaranteed Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Sixth Amendment Second Amendment, except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Second Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Second Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement and Limited Consent And (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment the amendments set forth in Section 2 hereof except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (i) acknowledges the terms of this Sixth Fourth Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security and Pledge Agreement and the other Loan Documents to which it is a party, (iv) agrees that its guarantee under the Guaranty and Pledge Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness Obligations as amended hereby, (v) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment the amendments set forth in Section 2 hereof except (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations representation and warranties warranty (as so qualified) shall continue to be true and correct in all respects, (vi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth Fourth Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (vii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Fourth Amendment, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Party Parties hereby expressly (ia) acknowledges the terms of this Sixth First Amendment, (iib) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (iiic) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ivd) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remain remains in full force and effect with respect to the Indebtedness as amended hereby, (ve) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Person Loan Party contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to this Sixth First Amendment except Effective Date (Aother than (x) to the extent any such representations and warranties are expressly limited to an earlier that were made as of a specific date, in which case such representations and warranties shall continue to be were true and correct as of such specified earlier date, in all material respects when made and (By) to the extent representations and warranties that any such representation and warranty is expressly are qualified by materiality or by reference to materiality, a Material Adverse Effect or similar qualificationEffect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (vif) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Person Loan Party of this Sixth First Amendment are within such PersonLoan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Person Loan Party enforceable in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawgenerally, and (viig) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the First Amendment Effective Date, no Default or Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Titan Energy, LLC)

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