REPRESENTATIONS AND WARRANTIES 29. Borrower Representations 29
REPRESENTATIONS AND WARRANTIES 29. 26.1 Existence; Authorization; Ownership; Other Representations. 29 26.2 Additional Franchisee Acknowledgments and Representations. 29
REPRESENTATIONS AND WARRANTIES 29. Corporate Existence; Compliance with Law 29
REPRESENTATIONS AND WARRANTIES 29. 4.1 Representations and Warranties of Vendor and Cascades 29
4.1.1 Incorporation and Status of Vendor and Cascades 29
4.1.2 Due Authorization by Vendor and Cascades 29 4.1.3 Title to Purchased Assets 30 4.1.4 Conflicting Instruments 30 4.1.5 Employees 30 4.1.6 Employee Benefit Plans 32 4.1.7 Real Property 33 4.1.8 Status of Real Property 33 4.1.9 Personal Property 34 4.1.10 Contracts 34 4.1.11 No Breach of Material Contracts 34 4.1.12 Legal Proceedings 35 4.1.13 Accounts Receivable 35 4.1.14 Annual Financial Statements 35 4.1.15 Condition and Sufficiency of Tangible Assets 35 4.1.16 Inventories 36 4.1.17 Customers and Suppliers 36 4.1.18 Licences and Compliance with Laws 36 4.1.19 Environmental Matters 36 4.1.20 Conduct of Business in Ordinary Course 37 4.1.21 Tax Matters 38 4.1.22 Residence of Vendor; GST Status 38 4.1.23 Intellectual and Industrial Property 38 4.2 Representations and Warranties of the Purchaser 38 4.2.1 Incorporation, Authority and Enforceability 38 4.3 Commission 39 4.4 Survival of Representations and Warranties of the Vendor 39 4.5 Survival of Representations and Warranties of the Purchaser 39
REPRESENTATIONS AND WARRANTIES 29. Section 6.1 Representations and Warranties of Each Shareholder 29 Section 6.2 Representations and Warranties of the Company 30 ARTICLE VII INDEMNIFICATION 30 Section 7.1 Indemnification of Principals 30 Section 7.2 Indemnification of Other Professionals 31 Section 7.3 Company Actions 31 ARTICLE VIII MISCELLANEOUS 31 Section 8.1 Notices 31 Section 8.2 Severability 32 Section 8.3 Counterparts 32 Section 8.4 Entire Agreement; No Third Party Beneficiaries 32 Section 8.5 Further Assurances 33 Section 8.6 Governing Law; Equitable Remedies 33 Section 8.7 Consent To Jurisdiction 33 Section 8.8 Amendments; Waivers 34 Section 8.9 Assignment 34
REPRESENTATIONS AND WARRANTIES 29. SECTION 4.01. Representations and Warranties of the Credit Parties 29 SECTION 5.01. Affirmative Covenants 32 SECTION 6.01. Negative Covenants 35 SECTION 8.01. Events of Default 40 SECTION 9.01. The Administrative Agent 43 SECTION 10.01. The Guaranty 45 SECTION 10.02. Waivers 46 SECTION 11.01. Notices 48 SECTION 11.02. Waivers; Amendments 49 SECTION 11.03. Expenses; Indemnity; Damage Waiver 49 SECTION 11.04. Successors and Assigns 51 SECTION 11.05. Survival 54 SECTION 11.06. Counterparts; Integration; Effectiveness 54 SECTION 11.07. Severability 54 SECTION 11.08. Right of Setoff 54 SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of Process 55 SECTION 11.10. WAIVER OF JURY TRIAL 55 SECTION 11.11. Headings 56 SECTION 11.12. Confidentiality 56 SECTION 11.13. USA PATRIOT ACT 56 ANNEX A Facility Fee Pricing Grid EXHIBIT A Form of Assignment and Acceptance EXHIBIT B Form of Opinion of Xxxxxx Xxxxxx LLP SCHEDULE 2.01 Lenders and Commitments SCHEDULE 6.01(e) Existing Agreements REVOLVING CREDIT AGREEMENT, dated as of September 23, 2008 (this “Agreement”), among NISOURCE FINANCE CORP., an Indiana corporation, as Borrower (the “Borrower”), NISOURCE INC., a Delaware corporation (“NiSource”), as Guarantor (the “Guarantor”), the Sole Lead Arranger and other Lenders from time to time party hereto, and BARCLAYS BANK PLC, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
REPRESENTATIONS AND WARRANTIES 29. DS Supplier’s Representations and Warranties 29 3.2 Company’s Representations and Warranties 32 3.3 Survival of Obligations 36 3.4 Joint Representations and Warranties 36
REPRESENTATIONS AND WARRANTIES 29. Section 4.1 Legal Existence and Power; Name; Chief Executive Office 29 Section 4.2 Authorization for Borrowings; No Conflict as to Law or Agreements 29 Section 4.3 Legal Agreements 30 Section 4.4 Capitalization 30 Section 4.5 Financial Condition 30 Section 4.6 Adverse Change 30 Section 4.7 Projections 31 Section 4.8 Litigation 31 Section 4.9 Regulation U 31 Section 4.10 Taxes 31 Section 4.11 Titles and Liens 32
REPRESENTATIONS AND WARRANTIES 29. Borrower Representations 29 4.1.1 Organization 29 4.1.2 Proceedings 29 4.1.3 No Conflicts 29 4.1.4 Litigation 29 4.1.5 Agreements 29 4.1.6 Consents 29
REPRESENTATIONS AND WARRANTIES 29. 1. You agree that each of the following representations and warranties is deemed repeated each time you open or close a Transaction by reference to the circumstances prevailing at such time:
a. that you have not been coerced or otherwise persuaded to enter into the Client Agreement;
b. the Registration Data provided to us during the Account Opening Procedure and at any time thereafter is complete, true, accurate and not misleading in all respects and the documents provided to Eurotrade SA are authentic;
c. that any documents or evidence provided by the Client to Eurotrade SA, as may be required by Eurotrade SA, throughout the duration of the Agreement, are valid and authentic and if Eurotrade SA at its sole discretion believes that the document or evidence provided is in any way incorrect or invalid, it has the right to request an alternative document putting, if it deems necessary at its sole discretion, all the transactions on hold until the requested document has been provided;
d. that you are of legal age and/or over eighteen (18) years of age (in case the Client is a natural person) or have the full capacity (in case the Client is a legal person); therefore, the Client can enter into a legally binding agreement;
e. that you are of sound mind, legal age and legal competence;
f. that you are duly authorized to enter into this Client Agreement, to open each Transaction and/or Contract and to perform your obligations hereunder and thereunder and have taken all necessary action to authorize such execution, delivery and performance;
g. you understand how the Transactions hereunder operate before you place an offer to open a Transaction on the Trading Platform. By doing so, you warrant that you understand the terms and conditions of the Client Agreement, and any legal and financial implications thereof;
h. you have read and understood the Risks Disclosure(s) found on Company's Website;
i. you have taken all reasonable steps to understand the specifications and characteristics of the Trading Platform and the associated hardware, software, data processing and telecommunication systems and networks required to access and operate the Trading Platform;
j. you are acting as a principal and not as agent or representative or trustee or custodian on behalf of someone else. The Client may act on behalf of someone else only if Eurotrade SA specifically consents to this in writing and provided all the documents required by the Company for this purpose are received;
k. a...
