Common use of Representations and Warranties and Covenants of the Company Clause in Contracts

Representations and Warranties and Covenants of the Company. 2.1 To induce Prudential to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), the Company represents and warrants to Prudential that: (a) this First Amendment has been duly authorized, executed and delivered by it and this First Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance by the Company of this First Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and (d) as of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing. 2.2 The Company agrees that it shall promptly pay the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.

Representations and Warranties and Covenants of the Company. 2.1 To induce Prudential to execute and deliver this First Seventh Amendment (which representations shall survive the execution and delivery of this First Seventh Amendment), the Company represents and warrants to Prudential that: (a) this First Seventh Amendment has been duly authorized, executed and delivered by it and this First Seventh Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the Note Agreement, as amended by this First Seventh Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance by the Company of this First Seventh Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and (d) as of the date hereof and after giving effect to this First Seventh Amendment, no Default or Event of Default has occurred which is continuing. 2.2 The Company agrees that it shall promptly pay the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP in connection with the negotiation, preparation, approval, execution and delivery of this First Seventh Amendment.

Representations and Warranties and Covenants of the Company. 2.1 To induce Prudential to execute and deliver this First Sixth Amendment (which representations shall survive the execution and delivery of this First Sixth Amendment), the Company represents and warrants to Prudential that: (a) this First Sixth Amendment has been duly authorized, executed and delivered by it and this First Sixth Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the Note Agreement, as amended by this First Sixth Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance by the Company of this First Sixth Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and (d) as of the date hereof and after giving effect to this First Sixth Amendment, no Default or Event of Default has occurred which is continuing. 2.2 The Company agrees that it shall promptly pay the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP in connection with the negotiation, preparation, approval, execution and delivery of this First Sixth Amendment.

Representations and Warranties and Covenants of the Company. 2.1 To induce Prudential to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), the Company represents and warrants to Prudential that: (a) this First Amendment has been duly authorized, executed and delivered by it and this First Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance by the Company of this First Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and (d) as of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing. 2.2 The Company agrees that it shall promptly pay the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP Xxxxxx Price P.C. in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.

Representations and Warranties and Covenants of the Company. 2.1 To induce Prudential to execute and deliver this First Third Amendment (which representations shall survive the execution and delivery of this First Third Amendment), the Company represents and warrants to Prudential that: (a) this First Third Amendment has been duly authorized, executed and delivered by it and each Guarantor Subsidiary which is a signatory hereto and this First Third Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company, Company enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the Note Agreement, as amended by this First Third Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company, Company enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance by the Company of this First Third Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of lawlaws, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and (d) as of the date hereof and after giving effect to this First Third Amendment, no Default or Event of Default has occurred which is continuingconstituting. 2.2 The Company agrees that it shall promptly pay the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.

Representations and Warranties and Covenants of the Company. 2.1 To induce Prudential to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), the Company represents and warrants to Prudential that: (a) this First Amendment has been duly authorized, executed and delivered by it and this First Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the The Note Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance by the Company of this First Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or of any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and (d) as of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing. 2.2 The Company agrees that it shall promptly pay the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP Xxxxxx Price P.C., in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.

Representations and Warranties and Covenants of the Company. 2.1 To induce Prudential to execute and deliver this First Second Amendment (which representations shall survive the execution and delivery of this First Second Amendment), the Company represents and warrants to Prudential that: (a) this First Second Amendment has been duly authorized, executed and delivered by it and this First Second Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company, Company enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the Note Agreement, as amended by this First Second Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company, Company enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance by the Company of this First Second Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and (d) as of the date hereof and after giving effect to this First Second Amendment, no Default or Event of Default has occurred which is continuing. 2.2 The Company agrees that it shall promptly pay the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.

Representations and Warranties and Covenants of the Company. 2.1 To induce Prudential to execute and deliver this First Fifth Amendment (which representations shall survive the execution and delivery of this First Fifth Amendment), the Company represents and warrants to Prudential that: (a) this First Fifth Amendment has been duly authorized, executed and delivered by it and this First Fifth Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the Note AgreementPrivate Shelf Facility, as amended by this First Fifth Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company, enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance by the Company of this First Fifth Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and (d) as of the date hereof and after giving effect to this First Fifth Amendment, no Default or Event of Default has occurred which is continuing. 2.2 The Company agrees that it shall promptly pay the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP in connection with the negotiation, preparation, approval, execution and delivery of this First Fifth Amendment.

Representations and Warranties and Covenants of the Company. 2.1 To induce Prudential to execute and deliver this First Second Amendment (which representations shall survive the execution and delivery of this First Second Amendment), the Company represents and warrants to Prudential that: (a) this First Second Amendment has been duly authorized, executed and delivered by it and each Guarantor Subsidiary which is a signatory hereto and this First Second Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company, Company enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the Note AgreementPrivate Shelf Facility, as amended by this First Second Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company, Company enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance by the Company of this First Second Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of lawlaws, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and (d) as of the date hereof and after giving effect to this First Second Amendment, no Default or Event of Default has occurred which is continuingconstituting. 2.2 The Company agrees that it shall promptly pay the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.

Representations and Warranties and Covenants of the Company. 2.1 To induce Prudential to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), the Company represents and warrants to Prudential that: (a) this First Amendment has been duly authorized, executed and delivered by it and this First Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company, Company enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the Note AgreementPrivate Shelf Facility, as amended by this First Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company, Company enforceable against it in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' ’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) the execution, delivery and performance by the Company of this First Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and (d) as of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing. 2.2 The Company agrees that it shall promptly pay the reasonable fees and expenses of Xxxxxxx XxXxxxxxx LLP in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.