Representations and Warranties of Borrower Parties. Each Borrower Party represents and warrants as follows:
(a) Such Borrower Party is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization;
(b) The execution, delivery and performance by such Borrower Party of this Amendment and the Loan Documents, as amended hereby, are within such Borrower Party’s legal powers, have been duly authorized by all necessary company action and do not contravene (i) such Borrower Party’s organizational documents, or (ii) law or contractual restrictions binding on or affecting such Borrower Party;
(c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, is required for the due execution, delivery and performance by such Borrower Party of this Amendment or any of the Loan Documents, as amended hereby, to which such Borrower Party is or will be a party;
(d) This Amendment and each of the other Loan Documents, as amended hereby, to which such Borrower Party is a party constitute legal, valid and binding obligations of such Borrower Party, enforceable against such Borrower Party in accordance with their respective terms; and
(e) No Default or Event of Default exists.
Representations and Warranties of Borrower Parties. The Borrower represents and warrants that:
(a) The Borrower has the power and has taken all necessary action, corporate or otherwise, to authorize it to execute, deliver, and perform its obligations under this Amendment in accordance with the terms hereof and to consummate the transactions contemplated hereby. This Amendment has been duly executed and delivered by the Borrower, and is a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditor’s rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(b) All of the representations and warranties of the Borrower under this Agreement and the Borrower Parties under the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained herein or therein, as applicable), and there shall exist no Default or Event of Default, in each case after giving effect to this Amendment; and
(c) The execution, delivery, and performance of this Amendment in accordance with its terms and the consummation of the transactions contemplated hereby do not and will not (i) violate any Applicable Law in any material respect, (ii) conflict with, result in a breach of or constitute a default under the certificate of incorporation or formation, by-laws, partnership agreement, operating agreement or other governing documents of any Borrower Party or under any Material Contract, or (iii) result in or require the creation or imposition of any Lien upon or with any assets or property of any Borrower Party except Permitted Liens. Additionally, each Borrower Party and each Subsidiary of a Borrower Party is otherwise in compliance, in all material respects, with all Applicable Laws and with all of the provisions of its certificate of incorporation or formation, by-laws, partnership agreement, operating agreement or other governing documents.
Representations and Warranties of Borrower Parties. Each of the Borrower Parties hereby represents and warrants in favor of the Administrative Agent, the Collateral Agent, the Accounts Bank and each Lender as follows:
5.1. The execution, delivery and performance by such Borrower Party of this Amendment are within such Borrower Party’s powers and have been duly authorized by all necessary action on the part of such Borrower Party.
Representations and Warranties of Borrower Parties. Borrower Parties, and each of them, jointly and severally, hereby represent and warrant to KCCI and Lenders as follows: -17-
Representations and Warranties of Borrower Parties. 14 Section 5.01 Organization, Powers, Capitalization, Good Standing, Business............. 14 Section 5.02 Authorization of Borrowing, Etc........................................... 15 Section 5.03 Pending Matters........................................................... 16 Section 5.04 Indebtedness and Contingent Obligations................................... 16 Section 5.05 Investment Company Act; PUCHA............................................. 16 Section 5.06 Foreign Person............................................................ 17 Section 5.07 Bankruptcy................................................................ 17
Representations and Warranties of Borrower Parties. To induce Surety to enter into this Agreement, and to issue the Bond, Borrower and where applicable, Lessee, as to itself and its Affiliates hereby unconditionally covenants, represents and warrants to Surety (which covenants, representations and warranties have been relied upon by Surety in issuing the Bond) that the statements set forth in this Article V are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and as of the Additional Properties Closing Date:
Representations and Warranties of Borrower Parties. The representations and warranties of Borrower and Guarantor are contained in the Certificate of Borrower Parties executed and delivered by Borrower and Guarantor.
Representations and Warranties of Borrower Parties. Each Borrower Party hereby jointly and severally represents and warrants to Buyer that as of the date hereof and as of the Closing:
Representations and Warranties of Borrower Parties. 28 3.1 ORGANIZATION, POWERS, CAPITALIZATION, GOOD STANDING, BUSINESS..........................................28 3.2 AUTHORIZATION OF BORROWING, ETC........................................................................29 3.3
Representations and Warranties of Borrower Parties. To induce Noteholder to enter into this Agreement, and to make the Loan to Borrower, each of the Borrower Parties, as to itself and its Affiliates, represents and warrants to Noteholder that the statements set forth in this Article III pertaining to such party, are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and as of the Additional Properties Closing Date.
3.1 ORGANIZATION, POWERS, CAPITALIZATION, GOOD STANDING, BUSINESS.
