Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the Credit Agreement and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows: (a) The execution, delivery and performance by the Borrower of this First Amendment are within the Borrower's powers, have been duly authorized by all necessary action of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower. (b) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity. (c) Since December 31, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof. (d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Co-Agents and the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in and incorporated by reference in, Article III VIII of the Credit Agreement Agreement, as amended hereby, and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows:
(ai) The execution, execution and delivery of this First Amendment and the Consents (as defined in the First Amendment to TAHC Credit Facility) and the performance by the Borrower and the Guarantors of their respective Obligations under this First Amendment Amendment, the Credit Agreement as amended hereby, and the Consents are within the Borrower's and the Guarantors' respective corporate, limited liability company or partnership powers, as the case may be, have been duly authorized by all necessary action of corporate, limited liability company or partnership action, as the Borrowercase may be, requirehave received all necessary governmental consents, in respect of the Borrowerauthorizations, no action by or in respect oforders and approvals (if any shall be required), or filing with, any governmental body, agency or official and do not and will not contravene or constitute a default under, conflict with any provision (a) of law Law, (b) of the charter, bylaws, certificate of formation, limited liability company agreement or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree Guarantors or (c) of any material agreement binding upon the Borrower or result in any Guarantor or require the creation or imposition any of any Lien on any asset of the Borrowerthem.
(bii) This First Amendment has been and the Credit Agreement as amended hereby are, and the Consents, when duly executed and delivered by the Borrower. This First Amendmentwill be, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower and each Guarantor party thereto enforceable against each of the Borrower and such Guarantors in accordance with their respective terms, except terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.
(ciii) Since December 31No litigation (including, 2000without limitation, no event derivative actions and take-or-pay actions), arbitration proceedings or circumstance has occurred that has resulted governmental proceedings are pending or to the best knowledge of the Borrower and its Subsidiaries threatened against the Borrower, any of its Subsidiaries or any SPV which would, if adversely determined, materially and adversely affect the consolidated business condition (financial or otherwise), operations, performance or properties of the Borrower and its Subsidiaries (taken as a whole) (excluding any rulemaking or similar proceedings of general applicability to natural gas pipelines and any appeal or petition for review related thereto) or continued operations of the Borrower and its Subsidiaries or which purports to affect the legality, validity or enforceability of this First Amendment, the Credit Agreement as amended hereby, the Notes, the Consents or any other Loan Document, except as set forth in Exhibit 8.5 to the Credit Agreement.
(iv) No Event of Default or could reasonably be expected to have a Material Adverse Effect. No Unmatured Event of Default has occurred and is continuing as of the date hereof.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent, the Co-Agent and the Issuing Bank Arrangers to enter into this First Fifth Amendment, the Borrower Company hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III VIII of the Credit Agreement and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows:
(ai) The executionCompany is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted.
(ii) The Company has the corporate power and authority and legal right to execute and deliver this Fifth Amendment and to perform its obligations hereunder. The execution and delivery and performance by the Borrower Company of this First Fifth Amendment are within and the Borrower's powers, performance of its obligations hereunder have been duly authorized by all necessary action of the Borrowerproper corporate proceedings, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.
(b) This First this Fifth Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which constitute the Borrower is a party are legal, valid and binding obligations of the Borrower Company, enforceable against the Borrower Company in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equitygenerally.
(ciii) Since December 31, 2000, no event No Default or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Unmatured Default has occurred and is continuing as of the date hereof.
(div) There has been no material adverse change (a) in the businesses, assets, properties, operations, condition (financial or otherwise) or results of operations or prospects of the Company and its Subsidiaries from Marcx 0, 0000, (x) xxxecting the rights and remedies of the Lenders under and in connection with this Fifth Amendment and the Credit Agreement, as amended by this Fifth Amendment, or (c) in the ability of the Company to perform its obligations under this Fifth Amendment or the Credit Agreement, as amended by this Fifth Amendment.
(v) There is no actionlitigation, suit arbitration, governmental investigation, proceeding or proceeding inquiry pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, any of their officers threatened against or affecting the Borrower Company or any of its Subsidiaries, before any court Subsidiaries which is or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan DocumentEffect.
Appears in 1 contract
Samples: Credit Agreement (Apache Corp)
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent and the Issuing Bank Lender to enter into this First Third Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the Credit Loan Agreement and in all other documents Related Documents executed by Borrower pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date in which case they shall have been true and accurate in all respects as of such earlier date) and additionally represents and warrants as follows:
(a) 2.1. The execution, execution and delivery of this Third Amendment and the performance by the Borrower of its obligations under this First Third Amendment and the Loan Agreement as amended hereby are within the Borrower's ’s powers, have been duly authorized by all necessary action of the Borroweraction, requirehave received all necessary governmental and other approvals (if any shall be required), in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not and will not contravene or conflict with the governance documents of Borrower or any provision of law, any presently existing requirement or restriction imposed by any judicial, arbitral, regulatory or governmental instrumentality or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset lien other than a lien permitted by the terms of the Borrower.Loan Agreement upon any property or assets of Borrower or any Guarantor under, any agreement, instrument or indenture by which Borrower or any Guarantor is bound;
(b) 2.2. This First Third Amendment has been duly executed and delivered by on behalf of Borrower and this Third Amendment and the Borrower. This First Amendment, the Credit Loan Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which are the Borrower is a party are legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles affecting the enforcement of creditors' ’ rights generally and by general principles of equity.generally; and
(c) Since December 31, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect2.3. No Default or Event of Default has occurred and is continuing as of the date hereofafter giving effect to this Third Amendment.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Samples: Letter of Credit and Reimbursement Agreement (Powell Industries Inc)
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent Agent, the Collateral Agent, the Documentation Agents and the Issuing Bank Co- Agents to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, that its representations and warranties in their entirety contained in Article III of the Credit Agreement are true and correct in all other documents executed pursuant thereto material respects (except to the extent such representations and warranties (x) are not so true and correct in all material respects as a result of the transactions expressly permitted hereunder or under the other Credit Documents or (y) relate solely to an earlier date) and additionally represents and warrants as follows:
(ai) The execution, execution and delivery by the Borrower of this Amendment and the performance by the Borrower of its obligations under this First Amendment and the Credit Agreement, as amended hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action of the BorrowerBorrower and do not and will not contravene in any material respect any provision of applicable law or contravene or conflict with any provision of the certificate of incorporation, require, in respect of bylaws or any material agreements binding upon the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued the execution and delivery by the Federal Reserve Board) applicable to the Borrower of this Amendment have received all necessary governmental approvals or Regulation U or the limited partnership agreement of the Borrower or other consents (if any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.shall be required);
(bii) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.equitable principles;
(c) Since December 31, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(diii) There is are no actionactions, suit suits, proceedings or proceeding counterclaims (including, without limitation, derivative or injunctive actions) pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its SubsidiariesSubsidiaries which purports to affect the legality, before any court validity or arbitrator or any governmental body, agency or official in which there is a reasonable possibility enforceability of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, the replacement Revolving Notes or any other Loan Credit Document;
(iv) No Default or Event of Default has occurred and is continuing; and
(v) There have been no amendments to the certificate of incorporation or bylaws of the Borrower since April 18, 1997.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, Lenders and the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its the following:
(i) The representations and warranties of Borrower set forth in their entirety contained in Article III of the Credit Agreement are true and in all other documents executed pursuant thereto correct on and as of the date hereof (except unless stated to the extent such representations and warranties relate solely to an earlier date) , in which case such representations and additionally represents warranties shall be true and warrants correct as follows:of such earlier date).
(aii) The Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted where the failure to so qualify would have a Material Adverse Effect.
(iii) The execution, delivery and performance by the Borrower of this First Amendment are within the Borrower's powers, ’s corporate powers and have been duly authorized by all necessary corporate action on behalf of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrowerit.
(biv) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, Borrower and each other Loan Document to which the Borrower is constitutes a party are legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, except its terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' the enforcement of creditor rights generally and by to general principles of equity.
(cv) Since December 31The execution, 2000delivery and performance by Borrower of this Amendment do not (a) contravene Borrower’s articles of incorporation or other organizational documents or (b) contravene any material contractual restriction, no event law or circumstance has occurred that has resulted in governmental regulation or could reasonably be expected to have a Material Adverse Effect. court decree or order binding on or affecting Borrower or any Subsidiary.
(vi) No Event of Default under the Loan Documents has occurred and is continuing as and Borrower is in compliance with the financial covenant set forth in Article VI of the date hereofCredit Agreement.
(dvii) There is no action, suit No event or proceeding pending against events have occurred which individually or in the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which aggregate could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, under the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Apache Corp)
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent and the Issuing Bank Lender to enter into this First Second Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the Credit Loan Agreement and in all other documents Loan Documents executed by Borrower pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date in which case they shall have been true and accurate in all respects as of such earlier date) and additionally represents and warrants as follows:
(a) 2.1. The execution, execution and delivery of this Second Amendment and the performance by the Borrower of its obligations under this First Second Amendment and the Loan Agreement as amended hereby are within the Borrower's ’s powers, have been duly authorized by all necessary action of the Borroweraction, requirehave received all necessary governmental and other approvals (if any shall be required), in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not and will not contravene or conflict with the governance documents of Borrower or any provision of law, any presently existing requirement or restriction imposed by any judicial, arbitral, regulatory or governmental instrumentality or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset lien other than a lien permitted by the terms of the Borrower.Loan Agreement upon any property or assets of Borrower or any Guarantor under, any agreement, instrument or indenture by which Borrower or any Guarantor is bound;
(b) 2.2. This First Second Amendment has been duly executed and delivered by on behalf of Borrower and this Second Amendment and the Borrower. This First Amendment, the Credit Loan Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which are the Borrower is a party are legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles affecting the enforcement of creditors' ’ rights generally and by general principles of equity.generally; and
(c) Since December 31, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect2.3. No Default or Event of Default has occurred and is continuing as of the date hereofafter giving effect to this Second Amendment.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent and the Issuing Bank to enter into this First Amendment, the each Borrower hereby reaffirms, represents, and warrants that as of the date hereof, its representations hereof and warranties in their entirety contained in Article III after taking into consideration the consummation of the Credit transactions contemplated under the Merger Agreement and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as followsthereto:
(a) A. The execution, execution and delivery of this First Amendment and the performance by the Borrower of its obligations under this First Amendment are within the Borrower's powerspower, have been duly authorized by all necessary action of the Borrowercorporate action, requirehave received all necessary governmental approval (if any shall be required), in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not and will not contravene or constitute a default under, conflict with any provision of law or regulation (including Regulation X issued by of the Federal Reserve Board) applicable to the Borrower charter or Regulation U or the limited partnership agreement by-laws of the Borrower or of any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.
(b) B. This First Amendment has been duly executed and delivered by represents the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except its terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equitygenerally.
(c) C. Since December 31, 2000the date of the Loan Agreement, no change, event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event state of Default affairs has occurred and is continuing which would constitute an Event of Default or an Unmatured Event of Default.
D. The form of Merger Agreement attached hereto as Exhibit "A" is a true and complete copy of the date hereof.
(d) There is no action, suit or proceeding pending against the Borrower or any form of its Subsidiaries orMerger Agreement that has been negotiated, to date, among the knowledge parties designated therein, and promptly after the Parent Company and BDAC have entered into the Merger Agreement with the other parties designated therein, the Parent Company shall provide to the Bank true and complete copies of the Borrower, threatened against the Borrower fully executed Merger Agreement and of all agreements and instruments to be executed or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official entered into in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Documentconnection therewith.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Swingline Lender, the Issuing Banks and the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its the following:
(i) The representations and warranties of Borrower set forth in their entirety contained in Article III the Credit Agreement, as amended hereby, are true and correct on and as of the Credit Agreement and in all other documents executed pursuant thereto date hereof (except unless stated to the extent such representations and warranties relate solely to an earlier date) , in which case such representations and additionally represents warranties shall be true and warrants correct as follows:of such earlier date).
(aii) Each of Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of their organization and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted where the failure to so qualify would have a Material Adverse Effect.
(iii) The execution, delivery and performance by the Borrower of this First Amendment and each other Loan Document executed or to be executed by it, are within the Borrower's powers, Xxxxxxxx’s partnership powers and have been duly authorized by all necessary partnership action on behalf of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrowerit.
(biv) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity.
(c) Since December 31, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, and each other Loan Document executed or to be executed by it has been duly executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower enforceable in accordance with their respective terms subject as to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor rights generally and to general principles of equity.
(v) The execution, delivery and performance by Borrower of this Amendment and each other Loan Document executed or to be executed by it, do not (a) contravene Borrower’s certificate of formation or other organizational documents, as the case may be, (b) contravene any material contractual restriction, law or governmental regulation or court decree or order binding on or affecting Borrower or any other Subsidiary, or (c) result in, or require the creation or imposition of, any Lien, not permitted by Section 7.1 of the Credit Agreement, on any of Borrower’s or any Subsidiary’s properties.
(vi) No Default under the Loan DocumentDocuments has occurred and is continuing and Borrower is in compliance with the financial covenant set forth in Section 6.2 of the Credit Agreement.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, Lenders and the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its the following:
(i) The representations and warranties of Borrower set forth in their entirety contained in Article III of the Credit Agreement are true and in all other documents executed pursuant thereto correct on and as of the date hereof (except unless stated to the extent such representations and warranties relate solely to an earlier date) , in which case such representations and additionally represents warranties shall be true and warrants correct as follows:of such earlier date).
(aii) The Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted where the failure to so qualify would have a Material Adverse Effect.
(iii) The execution, delivery and performance by the Borrower of this First Amendment are within the Borrower's powers, ’s corporate powers and have been duly authorized by all necessary corporate action on behalf of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrowerit.
(biv) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, Borrower and each other Loan Document to which the Borrower is constitutes a party are legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, except its terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' the enforcement of creditor rights generally and by to general principles of equity.
(cv) Since December 31The execution, 2000delivery and performance by Borrower of this Amendment do not (a) contravene Borrower’s articles of incorporation or other organizational documents or (b) contravene any material contractual restriction, no event law or circumstance has occurred that has resulted in governmental regulation or could reasonably be expected to have a Material Adverse Effect. court decree or order binding on or affecting Borrower or any Subsidiary.
(vi) No Event of Default under the Loan Documents has occurred and is continuing as and Borrower is in compliance with the financial covenant set forth in Article VI of the date hereof.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Apache Corp)
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Lenders and Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III ARTICLE VI of the Credit Agreement and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows:
(ai) Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted.
(ii) Borrower has the corporate power and authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder. The execution, execution and delivery and performance by the Borrower of this First Amendment are within and the Borrower's powers, performance of its obligations hereunder have been duly authorized by all necessary action of the Borrowerproper corporate proceedings, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.
(b) This First this Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which constitute the Borrower is a party are legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equitygenerally.
(ciii) Since December 31, 2000, no event No Default or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(div) There has been no material adverse change (a) in the financial condition, operations, assets, businesses, properties or prospects of Borrower and its Subsidiaries from September 29, 1999, except as otherwise disclosed in compliance with Section 7.1.1 of the Credit Agreement, (b) affecting the rights and remedies of Lenders under and in connection with this Amendment and the Credit Agreement, as amended by this Amendment, or (c) in the ability of Borrower to perform its obligations under this Amendment or the Credit Agreement, as amended by this Amendment.
(v) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the litigation, action, proceeding, or labor controversy affecting Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental bodyof their respective properties, agency businesses, assets or official in revenues, which there is a reasonable possibility may materially adversely affect the financial condition, operations, assets, business, properties or prospects of an adverse decision which could reasonably be expected to have a Material Adverse Effect Borrower or any Subsidiary or which involves purports to affect the legality, validity or enforceability of this First Amendment, the Credit Agreement, as amended hereby, the Notes or any other Loan Document, except as disclosed in ITEM 6.7 ("Litigation") of the Disclosure Schedule to the Credit Agreement and as supplemented in the Borrower's monthly financial report delivered pursuant to Section 7.1.1
(a) of the Credit Agreement.
(vi) Borrower has not amended its Hedging Policy dated as of January, 2000, which is attached as EXHIBIT X to the Credit Agreement and to this Amendment, and such Hedging Policy is in full force and effect as of the date of this First Amendment.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, Lenders and the Global Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its the following:
(i) The representations and warranties of Borrower set forth in their entirety contained in Article III the Credit Agreement, as amended hereby, are true and correct on and as of the Credit Agreement and in all other documents executed pursuant thereto date hereof (except unless stated to the extent such representations and warranties relate solely to an earlier date) , in which case such representations and additionally represents warranties shall be true and warrants correct as follows:of such earlier date).
(aii) Each of Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of their incorporation or organization and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted where the failure to so qualify would have a Material Adverse Effect.
(iii) The execution, delivery and performance by the Borrower of this First Amendment and each other Loan Document executed or to be executed by it, are within the Borrower's powers, ’s corporate powers and have been duly authorized by all necessary corporate action on behalf of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrowerit.
(biv) This First Amendment and each other Loan Document executed or to be executed by it has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, Borrower and each other Loan Document to which the Borrower is constitutes a party are legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, except terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' the enforcement of creditor rights generally and by to general principles of equity.
(v) The execution, delivery and performance by Borrower of this Amendment and each other Loan Document executed or to be executed by it, do not (a) contravene Borrower’s articles of incorporation or other organizational documents, as the case may be, (b) contravene any material contractual restriction, law or governmental regulation or court decree or order binding on or affecting Borrower or any Subsidiary, or (c) Since December 31result in, 2000or require the creation or imposition of, no event any Lien, not permitted by Section 7.1 of the Credit Agreement, on any of Borrower’s or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. any Subsidiary’s properties.
(vi) No Event of Default under the Loan Documents has occurred and is continuing as and Borrower is in compliance with the financial covenant set forth in Article VI of the date hereofCredit Agreement.
(dvii) There is no action, suit No event or proceeding pending against events have occurred which individually or in the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which aggregate could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, under the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Apache Corp)
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the CoAgents and the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III VIII of the Credit Agreement Agreement, as amended hereby, and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows:
(ai) The execution, execution and delivery of this First Amendment and the Consents and the performance by the Borrower and the Guarantors of their respective Obligations under this First Amendment Amendment, the Credit Agreement as amended hereby, and the Consents are within the Borrower's and the Guarantors' respective corporate, limited liability company or partnership powers, as the case may be, have been duly authorized by all necessary action of corporate, limited liability company or partnership action, as the Borrowercase may be, requirehave received all necessary governmental consents, in respect of the Borrowerauthorizations, no action by or in respect oforders and approvals (if any shall be required), or filing with, any governmental body, agency or official and do not and will not contravene or constitute a default under, conflict with any provision (a) of law Law, (b) of the charter, bylaws, certificate of formation, limited liability company agreement or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree Guarantors or (c) of any material agreement binding upon the Borrower or result in any Guarantor or require the creation or imposition any of any Lien on any asset of the Borrowerthem.
(bii) This First Amendment has been and the Credit Agreement as amended hereby are, and the Consents, when duly executed and delivered by the Borrower. This First Amendmentwill be, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower and each Guarantor party thereto enforceable against each of the Borrower and such Guarantors in accordance with their respective terms, except terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.
(ciii) Since December 31No litigation (including, 2000without limitation, no event derivative actions and take-or-pay actions), arbitration proceedings or circumstance has occurred that has resulted governmental proceedings are pending or to the best knowledge of the Borrower and its Subsidiaries threatened against the Borrower, any of its Subsidiaries or any SPV which would, if adversely determined, materially and adversely affect the consolidated business condition (financial or otherwise), operations, performance or properties of the Borrower and its Subsidiaries (taken as a whole) (excluding any rulemaking or similar proceedings of general applicability to natural gas pipelines and any appeal or petition for review related thereto) or continued operations of the Borrower and its Subsidiaries or which purports to affect the legality, validity or enforceability of this First Amendment, the Credit Agreement as amended hereby, the Notes, the Consents or any other Loan Document, except as set forth in EXHIBIT 8.5 to the Credit Agreement.
(iv) No Event of Default or could reasonably be expected to have a Material Adverse Effect. No Unmatured Event of Default has occurred and is continuing as of the date hereof.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce ------------------------------------------------ the Required Lenders, the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of ------- the Credit Agreement and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows:
(a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all power and authority and all governmental licenses, authorizations, consents and approvals required in each case to carry on its business, except to the extent that the failure to have such power, authority, licenses, authorizations, consents and approvals could not reasonably be expected to have a Material Adverse Effect.
(b) The execution, delivery and performance by the Borrower of this First Amendment are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement articles or certificate of incorporation of the Borrower or the bylaws of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.
(bc) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity.
(cd) Since December March 31, 20002001, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(de) There Other than the Disclosed Matters, there is no action, suit or proceeding pending against the Borrower Borrower, or any of its Subsidiaries or, to the knowledge of the Borrower, Borrower threatened against the Borrower or any of its SubsidiariesBorrower, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves in any manner draws into question the legality, validity, binding effect or enforceability of this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Triton Energy LTD)
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Lenders ----------------------------------------------- and Administrative Agent and the Issuing Bank to enter into this First Second Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III VI of the Credit Agreement and in all other ---------- documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows:
(ai) Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted.
(ii) Borrower has the corporate power and authority and legal right to execute and deliver this Second Amendment and to perform its obligations hereunder. The execution, execution and delivery and performance by the Borrower of this First Second Amendment are within and the Borrower's powers, performance of its obligations hereunder have been duly authorized by all necessary action of the Borrowerproper corporate proceedings, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.
(b) This First this Second Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which constitute the Borrower is a party are legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equitygenerally.
(ciii) Since December 31, 2000, no event No Default or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(div) There has been no material adverse change (a) in the financial condition, operations, assets, businesses, properties or prospects of Borrower and its Subsidiaries from June 20, 1997, except as otherwise disclosed in compliance with Section 7.1.1, (b) affecting the rights and remedies of Lenders under and in connection with this Second Amendment and the Credit Agreement, as amended by this Second Amendment, or (c) in the ability of Borrower to perform its obligations under this Second Amendment or the Credit Agreement, as amended by this Second Amendment.
(v) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the litigation, action, proceeding, or labor controversy affecting Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental bodyof their respective properties, agency businesses, assets or official in revenues, which there is a reasonable possibility may materially adversely affect the financial condition, operations, assets, business, properties or prospects of an adverse decision which could reasonably be expected to have a Material Adverse Effect Borrower or any Subsidiary or which involves purports to affect the legality, validity or enforceability of this First Amendment, the Credit Agreement, as amended hereby, the Notes or any other Loan Document, except as disclosed in Item 6.7 ("Litigation") -------- of the Disclosure Schedule to the Credit Agreement and as supplemented in the Borrower's monthly financial report delivered pursuant to Section 7.1.1
(a) of the Credit Agreement.
(vi) Borrower has not amended its Hedging Policy delivered pursuant to 5.1.13 of the Credit Agreement.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent, the Syndication Agent and the Issuing Bank Documentation Agent to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the Credit Agreement and in all other documents Loan Documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier specified date) and additionally represents and warrants as follows:
(a) The execution, delivery and performance by the Borrower of this First Amendment are within the Borrower's limited partnership powers, have been duly authorized by all necessary partnership action of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement certificate of formation of the Borrower or the Partnership Agreement (Borrower) or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.
(b) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, Agreement as amended by this First Amendment, and each other Loan Document to which the Borrower is a party Amendment are legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity.
(c) Since December 31, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent and the Issuing Bank Lender to enter into this First Third Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the Credit Loan Agreement and in all other documents Loan Documents executed by Borrower pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date in which case they shall have been true and accurate in all respects as of such earlier date) and additionally represents and warrants as follows:
(a) 2.1. The execution, execution and delivery of this Third Amendment and the performance by the Borrower of its obligations under this First Third Amendment and the Loan Agreement as amended hereby are within the Borrower's ’s powers, have been duly authorized by all necessary action of the Borroweraction, requirehave received all necessary governmental and other approvals (if any shall be required), in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not and will not contravene or conflict with the governance documents of Borrower or any provision of law, any presently existing requirement or restriction imposed by any judicial, arbitral, regulatory or governmental instrumentality or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset lien other than a lien permitted by the terms of the Borrower.Loan Agreement upon any property or assets of Borrower or any Guarantor under, any agreement, instrument or indenture by which Borrower or any Guarantor is bound;
(b) 2.2. This First Third Amendment has been duly executed and delivered by on behalf of Borrower and this Third Amendment and the Borrower. This First Amendment, the Credit Loan Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which are the Borrower is a party are legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles affecting the enforcement of creditors' ’ rights generally and by general principles of equity.generally; and
(c) Since December 31, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect2.3. No Default or Event of Default has occurred and is continuing as of the date hereofafter giving effect to this Third Amendment.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Swingline Lender, the Issuing Banks and the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its the following:
(i) The representations and warranties of Borrower set forth in their entirety contained in Article III the Credit Agreement, as amended hereby, are true and correct on and as of the Credit Agreement and in all other documents executed pursuant thereto date hereof (except unless stated to the extent such representations and warranties relate solely to an earlier date) , in which case such representations and additionally represents warranties shall be true and warrants correct as follows:of such earlier date).
(aii) Each of Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of their organization and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted where the failure to so qualify would have a Material Adverse Effect.
(iii) The execution, delivery and performance by the Borrower of this First Amendment and each other Loan Document executed or to be executed by it, are within the Borrower's powers, ’s partnership powers and have been duly authorized by all necessary partnership action on behalf of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrowerit.
(biv) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity.
(c) Since December 31, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, and each other Loan Document executed or to be executed by it has been duly executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower enforceable in accordance with their respective terms subject as to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor rights generally and to general principles of equity.
(v) The execution, delivery and performance by Borrower of this Amendment and each other Loan Document executed or to be executed by it, do not (a) contravene Borrower’s certificate of formation or other organizational documents, as the case may be, (b) contravene any material contractual restriction, law or governmental regulation or court decree or order binding on or affecting Borrower or any other Subsidiary, or (c) result in, or require the creation or imposition of, any Lien, not permitted by Section 7.1 of the Credit Agreement, on any of Borrower’s or any Subsidiary’s properties.
(vi) No Default under the Loan DocumentDocuments has occurred and is continuing and Borrower is in compliance with the financial covenant set forth in Section 6.2 of the Credit Agreement.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent and the Issuing Bank Lender to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the Credit Loan Agreement and in all other documents Loan Documents executed by Borrower pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date in which case they shall have been true and accurate in all respects as of such earlier date) and additionally represents and warrants as follows:
(a) 2.1. The execution, execution and delivery and performance by the Borrower of this First Amendment and the performance by Borrower of its obligations under this First Amendment and the Loan Agreement as amended hereby are within the Borrower's powers, have been duly authorized by all necessary action of the Borroweraction, requirehave received all necessary governmental and other approvals (if any shall be required), in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not and will not contravene or conflict with the governance documents of Borrower or any provision of law, any presently existing requirement or restriction imposed by any judicial, arbitral, regulatory or governmental instrumentality or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset lien other than a lien permitted by the terms of the Borrower.Loan Agreement upon any property or assets of Borrower or any Guarantor under, any agreement, instrument or indenture by which Borrower or any Guarantor is bound;
(b) 2.2. This First Amendment has been duly executed and delivered by on behalf of Borrower and this First Amendment and the Borrower. This First Amendment, the Credit Loan Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which are the Borrower is a party are legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles affecting the enforcement of creditors' rights generally and by general principles of equity.generally; and
(c) Since December 31, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect2.3. No Default or Event of Default has occurred and is continuing as of the date hereof.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, after giving effect to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, Lenders and the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its the following:
A. The representations and warranties of each Loan Party set forth in their entirety contained in Article III of the Credit Agreement and in all other documents executed pursuant thereto Loan Documents (except to the extent including such representations and warranties relate solely as amended by this Amendment) to which it is a party are true and correct on and as of the date hereof (or, if stated to have been made expressly as of an earlier date) , were true and additionally represents correct in all material respects as of such earlier date).
B. Each of the Borrower and warrants its Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as follows:now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
(a) C. The execution, delivery and performance by the Borrower of this First Amendment are within the Borrower's ’s corporate powers, and have been duly authorized by all necessary action corporate action. This Amendment has been duly executed and delivered by the Borrower and, when duly executed and delivered by the other parties hereto, will constitute, a legal, valid and binding obligation of the Borrower, requireenforceable 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 respect a proceeding in equity or at law.
D. The execution, delivery and performance by the Borrower of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and this Amendment (i) do not contravene require any Governmental Approval or constitute a default underthird party approvals, except such as have been obtained or made and are in full force and effect, (ii) will not violate any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U Governmental Rule or the limited partnership agreement Organic Documents of the Borrower or any judgmentorder of any Governmental Authority, injunction(iii) will not violate or result in a default under any indenture, order, decree agreement or material agreement other instrument binding upon the Borrower or of its assets, or give rise to a right thereunder to require any payment to be made by the Borrower, and (iv) will not result in or require the creation or imposition of any Lien on any asset of the BorrowerBorrower (other than Liens created under the Loan Documents).
(b) This First Amendment E. No Default under the Loan Documents has been duly executed occurred and delivered by is continuing and the Borrower. This First Amendment, Borrower is in compliance with the financial covenant set forth in Article VI of the Credit Agreement, Agreement (as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity).
(c) Since December 31, 2000, no F. No event or circumstance has events have occurred that has resulted which individually or in or the aggregate could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Forest Oil Corp)
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent and the Issuing Bank Co-Agent to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the Credit Agreement and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows:
(a) The execution, execution and delivery of this Amendment and the performance by the Borrower of its obligations under this First Amendment and the Credit Agreement as amended hereby are within the Borrower's corporate powers, have been duly authorized by all necessary action of the Borrowercorporate action, requirehave received all necessary governmental and other approvals (if any shall be required), in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not and will not contravene or conflict with the governance documents of the Borrower or any provision of law, any presently existing requirement or restriction imposed by any judicial, arbitral, regulatory or governmental instrumentality or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on other than a Permitted Lien upon any asset property or assets of the Borrower.Borrower or any Guarantor under, any agreement, instrument or indenture by which the Borrower or any Guarantor is bound;
(b) This First Amendment has been duly executed and delivered by on behalf of the Borrower. This First Amendment, Borrower and this Amendment and the Credit Agreement, Agreement as amended by this First Amendment, and each other Loan Document to which hereby are the Borrower is a party are legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except its terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles affecting the enforcement of creditors' rights generally and by general principles of equity.generally; and
(c) Since December 31, 2000, no event No Default or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereofcontinuing.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent and the Issuing Bank Lender to enter into this First Second Amendment, the Borrower hereby reaffirms, as of the Second Amendment Closing Date (except as otherwise provided herein or to the extent such representations and warranties speak as to an earlier date hereofor a date certain), its representations and warranties in their entirety contained in Article III Section 7 of the Credit Agreement (other than the representation set forth in the last sentence of Section 7.10 of the Credit Agreement), and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) thereto, and additionally represents and warrants as follows:
(a) The execution, execution and delivery of this Second Amendment and the performance by the Borrower of its obligations under this First Second Amendment are within the Borrower's powers’s power, have been duly authorized by all necessary action of the Borrowercompany action, requirehave received all necessary governmental approval (if any shall be required), in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not and will not contravene or constitute a default under, conflict with any provision of law or regulation (including Regulation X issued by of the Federal Reserve Board) applicable to the Organizational Documents of Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.
(b) This First Second Amendment has been duly executed and delivered by represents the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except its terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and by general principles of equitygenerally.
(c) Since December 31, 2000After giving effect to this Second Amendment, no change, event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event state of Default affairs has occurred and is continuing as of the date hereofwhich would constitute a Potential Default or a Default.
(d) There is no action, suit No exhibit or proceeding pending against the Borrower or any of its Subsidiaries or, schedule to the knowledge of Credit Agreement is required to be supplemented, amended or modified in connection with the Borrowertransactions contemplated by this Second Amendment. Notwithstanding the foregoing, threatened against Borrower and Xxxxxx agree that after the Borrower or any of its SubsidiariesFirst Amendment Closing Date, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First AmendmentEvent occurred resulting from the Borrower no longer conducting its primary business (the “Primary Business MAE”). For the avoidance of doubt, Xxxxxx acknowledges and agrees that the Borrower provided timely notice to Lender of the Primary Business MAE in accordance with Section 8.1(d)(ix) of the Credit Agreement. For the avoidance of doubt, as amended herebyXxxxxx acknowledges and agrees that, after giving effect to this Second Amendment, no Default has occurred or any other Loan Documentexists under the Credit Agreement with respect to the Primary Business MAE.
Appears in 1 contract
Samples: Credit Agreement (iBio, Inc.)
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent Agent, the Collateral Agent, the Documentation Agents and the Issuing Bank Co- Agents to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, that its representations and warranties in their entirety contained in Article III of the Credit Agreement are true and correct in all other documents executed pursuant thereto material respects (except to the extent such representations and warranties (x) are not so true and correct in all material respects as a result of the transactions expressly permitted under the Credit Agreement or under the other Credit Documents or (y) relate solely to an earlier date) and additionally represents and warrants as follows:
(ai) The execution, execution and delivery by the Borrower of this Amendment and the performance by the Borrower of its obligations under this First Amendment and the Credit Agreement, as amended hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action of the BorrowerBorrower and do not and will not contravene in any material respect any provision of applicable law or contravene or conflict with any provision of the certificate of incorporation, require, in respect of bylaws or any material agreements binding upon the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued the execution and delivery by the Federal Reserve Board) applicable to the Borrower of this Amendment have received all necessary governmental approvals or Regulation U or the limited partnership agreement of the Borrower or other consents (if any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.shall be required);
(bii) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.equitable principles;
(c) Since December 31, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(diii) There is are no actionactions, suit suits, proceedings or proceeding counterclaims (including, without limitation, derivative or injunctive actions) pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its SubsidiariesSubsidiaries which purports to affect the legality, before any court validity or arbitrator or any governmental body, agency or official in which there is a reasonable possibility enforceability of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Credit Document;
(iv) No Default or Event of Default has occurred and is continuing; and
(v) There have been no amendments to the certificate of incorporation or bylaws of the Borrower since April 18, 1997.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Swingline Lender, the Issuing Banks and the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its the following:
(i) The representations and warranties of Borrower set forth in their entirety contained in Article III the Credit Agreement, as amended hereby, are true and correct on and as of the Credit Agreement and in all other documents executed pursuant thereto date hereof (except unless stated to the extent such representations and warranties relate solely to an earlier date) , in which case such representations and additionally represents warranties shall be true and warrants correct as follows:of such earlier date).
(aii) Each of Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of their organization and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted where the failure to so qualify would have a Material Adverse Effect.
(iii) The execution, delivery and performance by the Borrower of this First Amendment and each other Loan Document executed or to be executed by it, are within the Borrower's powers, ’s partnership powers and have been duly authorized by all necessary partnership action on behalf of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrowerit.
(biv) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity.
(c) Since December 31, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, and each other Loan Document executed or to be executed by it has been duly executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower enforceable in accordance with their respective terms subject as to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor rights generally and to general principles of equity.
(v) The execution, delivery and performance by Borrower of this Amendment and each other Loan Document executed or to be executed by it, do not (a) contravene Borrower’s certificate of formation or other organizational documents, as the case may be, (b) contravene any material contractual restriction, law or governmental regulation or court decree or order binding on or affecting Borrower or any other Subsidiary, or (c) result in, or require the creation or imposition of, any Lien, not permitted by Section 7.1 of the Credit Agreement, on any of Borrower’s or any Subsidiary’s properties.
(vi) No Default under the Loan DocumentDocuments has occurred and is continuing and Borrower is in compliance with the financial covenant set forth in Section 6.1 of the Credit Agreement.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent and the Issuing Bank Lender to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the Credit Loan Agreement and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date in which case they shall have been true and accurate in all material respects as of such earlier date) and additionally represents and warrants as follows:
(a) The execution, execution and delivery of this Amendment and the performance by the Borrower of its obligations under this First Amendment and the Loan Agreement as amended hereby are within the Borrower's corporate powers, have been duly authorized by all necessary action of the Borrowercorporate action, requirehave received all necessary governmental and other approvals (if any shall be required), in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not and will not contravene or conflict with the governance documents of the Borrower or any provision of law, any presently existing requirement or restriction imposed by any judicial, arbitral, regulatory or governmental instrumentality or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on other than a Permitted Lien upon any asset property or assets of the Borrower.Borrower or the Guarantor under, any agreement, instrument or indenture by which the Borrower or the Guarantor is bound;
(b) This First Amendment has been duly executed and delivered by on behalf of the Borrower. This First Amendment, Borrower and this Amendment and the Credit Loan Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which are the Borrower is a party are legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles affecting the enforcement of creditors' rights generally and by general principles of equity.generally; and
(c) Since December 31, 2000, no event No Default or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereofafter giving effect to this Amendment.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To ----------------------------------------------- induce the Required Lenders, the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the ----------- Credit Agreement and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows:
(a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all power and authority and all governmental licenses, authorizations, consents and approvals required in each case to carry on its business, except to the extent that the failure to have such power, authority, licenses, authorizations, consents and approvals could not reasonably be expected to have a Material Adverse Effect.
(b) The execution, delivery and performance by the Borrower of this First Amendment are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement articles or certificate of incorporation of the Borrower or the bylaws of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.
(bc) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity.
(cd) Since December 31September 29, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(de) There is no action, suit or proceeding pending against the Borrower Borrower, or any of its Subsidiaries or, to the knowledge of the Borrower, Borrower threatened against the Borrower or any of its SubsidiariesBorrower, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves in any manner draws into question the legality, validity, binding effect or enforceability of this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent and the Issuing Bank Co-Agent to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, that its representations and warranties in their entirety contained in Article III of the Credit Agreement are true and correct in all other documents executed pursuant thereto material respects (except to the extent such representations and warranties (x) are not so true and correct in all material respects as a result of the transactions expressly permitted under the Credit Agreement or under the other Credit Documents or (y) relate solely to an earlier date) and additionally represents and warrants as follows:
(ai) The execution, execution and delivery by the Borrower of this Amendment and the performance by the Borrower of its obligations under this First Amendment and the Credit Agreement, as amended hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official Borrower and do not and will not contravene any applicable provision of any law, statute, rule or regulation, or any applicable order, writ, injunction or decree of any court or governmental instrumentality, except where such contravention is not reasonably expected to have a Material Adverse Effect or conflict with or result in any breach of any term, covenant, condition or other provision of, or constitute a default underunder (except where such conflict, any provision breach or default is not reasonably expected to have a Material Adverse Effect), or result in the creation or imposition of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement obligation to create or impose) any Lien other than any Permitted Lien upon any of the property or assets of the Borrower or any judgment, injunction, order, decree or material agreement binding upon of its Subsidiaries under the terms of any contractual obligation to which the Borrower or result in any of its Subsidiaries is a party or require by which it or any of its properties or assets are bound or to which it may be subject, or violate or conflict with any provision of the creation Certificate of Incorporation or imposition of any Lien on any asset Bylaws of the Borrower.;
(bii) The execution and delivery by the Borrower of this Amendment have received all necessary governmental approvals or other consents (if any shall be required);
(iii) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity., regardless of whether in a proceeding in equity or at law;
(civ) Since December 31There are no lawsuits (including, 2000without limitation, no event derivation or circumstance has occurred that has resulted injunctive actions), arbitration proceedings or governmental proceedings pending or, to the best knowledge of the Borrower, threatened, involving the Borrower or any of its Subsidiaries except as disclosed in Schedule 5.4 to the Credit Agreement and except for such lawsuits or could other proceedings which are not reasonably be expected to have a Material Adverse Effect. ;
(v) No Default or Event of Default has occurred and is continuing as continuing; and
(vi) There have been no amendments to the Certificate of Incorporation or Bylaws of the date hereofBorrower since November 19, 1997.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce ----------------------------------------------- the Required Lenders, the Administrative Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the ----------- Credit Agreement and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows:
(a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all power and authority and all governmental licenses, authorizations, consents and approvals required in each case to carry on its business, except to the extent that the failure to have such power, authority, licenses, authorizations, consents and approvals could not reasonably be expected to have a Material Adverse Effect.
(b) The execution, delivery and performance by the Borrower of this First Amendment are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action of the Borrower, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement articles or certificate of incorporation of the Borrower or the bylaws of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.
(bc) This First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendment, and each other Loan Document to which the Borrower is a party are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity.
(cd) Since December 31September 29, 2000, no event or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(de) There is no action, suit or proceeding pending against the Borrower Borrower, or any of its Subsidiaries or, to the knowledge of the Borrower, Borrower threatened against the Borrower or any of its SubsidiariesBorrower, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves in any manner draws into question the legality, validity, binding effect or enforceability of this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Agent ----------------------------------------------- Lenders and the Issuing Bank Agent to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III of the Credit Agreement and in all other documents executed pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows:
(a) The execution, execution and delivery of this Amendment and the performance by the Borrower of its obligations under this First Amendment and the Credit Agreement as amended hereby are within the Borrower's corporate powers, have been duly authorized by all necessary action of the Borrowercorporate action, requirehave received all necessary governmental and other approvals (if any shall be required), in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not and will not contravene or conflict with the governance documents of the Borrower or any provision of law, any presently existing requirement or restriction imposed by any judicial, arbitral, regulatory or governmental instrumentality or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on other than a Permitted Lien upon any asset property or assets of the Borrower.Borrower or any Guarantor under, any agreement, instrument or indenture by which the Borrower or any Guarantor is bound;
(b) This First Amendment has been duly executed and delivered by on behalf of the Borrower. This First Amendment, Borrower and this Amendment and the Credit Agreement, Agreement as amended by this First Amendment, and each other Loan Document to which hereby are the Borrower is a party are legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except its terms subject as the enforceability thereof may be limited by any applicable to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles affecting the enforcement of creditors' rights generally and by general principles of equity.generally; and
(c) Since December 31, 2000, no event No Default or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereofcontinuing.
(d) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect or which involves this First Amendment, the Credit Agreement, as amended hereby, or any other Loan Document.
Appears in 1 contract
Samples: Secured Credit Agreement (Palex Inc)
Reaffirmation of Representations and Warranties. To induce the Required Lenders, the Administrative Lenders ----------------------------------------------- and Agent and the Issuing Bank to enter into this First Amendment, the Borrower hereby reaffirms, as of the date hereof, its representations and warranties in their entirety contained in Article III VI of the Credit Agreement and in all other documents executed ---------- pursuant thereto (except to the extent such representations and warranties relate solely to an earlier date) and additionally represents and warrants as follows:
(ai) Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority, permits and approvals, and is in good standing to conduct its business in each jurisdiction in which its business is conducted.
(ii) Borrower has the corporate power and authority and legal right to execute and deliver this First Amendment and to perform its obligations hereunder. The execution, execution and delivery and performance by the Borrower of this First Amendment are within and the Borrower's powers, performance of its obligations hereunder have been duly authorized by all necessary action of the Borrowerproper corporate proceedings, require, in respect of the Borrower, no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene or constitute a default under, any provision of law or regulation (including Regulation X issued by the Federal Reserve Board) applicable to the Borrower or Regulation U or the limited partnership agreement of the Borrower or any judgment, injunction, order, decree or material agreement binding upon the Borrower or result in or require the creation or imposition of any Lien on any asset of the Borrower.
(b) This this First Amendment has been duly executed and delivered by the Borrower. This First Amendment, the Credit Agreement, as amended by this First Amendmenthereby, and each other Loan Document to which constitute the Borrower is a party are legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equitygenerally.
(ciii) Since December 31, 2000, no event No Default or circumstance has occurred that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Event of Default has occurred and is continuing as of the date hereof.
(div) There has been no material adverse change (a) in the financial condition, operations, assets, businesses, properties or prospects of Borrower and its Subsidiaries from June 20, 1997, (b) affecting the rights and remedies of Lenders under and in connection with this First Amendment and the Credit Agreement, as amended by this First Amendment, or (c) in the ability of Borrower to perform its obligations under this First Amendment or the Credit Agreement, as amended by this First Amendment.
(v) There is no action, suit or proceeding pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the litigation, action, proceeding, or labor controversy affecting Borrower or any of its Subsidiaries, before any court or arbitrator or any governmental bodyof their respective properties, agency businesses, assets or official in revenues, which there is a reasonable possibility may materially adversely affect the financial condition, operations, assets, business, properties or prospects of an adverse decision which could reasonably be expected to have a Material Adverse Effect Borrower or any Subsidiary or which involves purports to affect the legality, validity or enforceability of this First Amendment, the Credit Agreement, as amended hereby, the Notes or any other Loan Document, except as disclosed in Item 6.7 ("Litigation") -------- of the Disclosure Schedule to the Credit Agreement and as supplemented in the Borrower's monthly financial report delivered pursuant to Section 7.1.1(a) of the Credit Agreement.
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