Common use of Representations and Warranties of Borrower Clause in Contracts

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 8 contracts

Samples: Credit Agreement (Englobal Corp), Credit Agreement (Englobal Corp), Credit Agreement (Englobal Corp)

AutoNDA by SimpleDocs

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that, as of the date hereof: (a) The representations Borrower has the right and warranties contained power and is duly authorized to enter into this Amendment and all other agreements executed in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereofconnection herewith; (b) Borrower is duly authorized After giving effect to execute and deliver this Amendment and the other Amendment Documents Amendment, no Event of Default or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correctcontinuing; (c) The execution execution, delivery and delivery performance by Borrower of this Amendment and the other Amendment Documents, the performance agreements to which Borrower is a party (i) have been duly authorized by Borrower of all necessary action on its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby part; (ii) do not and will not conflict with any provision not, by the lapse of lawtime, statutegiving of notice or otherwise, rule violate the provisions of the terms of its Certificate of Incorporation or regulation or the bylaws or partnership agreement of BorrowerBy-Laws, or of any material mortgage, indenture, security agreement, judgmentcontract, license, order undertaking or permit applicable other agreement to or binding upon Borrowerwhich Borrower is a party, or which purports to be binding on Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan Agreement, result in the creation imposition of any lien, charge charge, security interest or encumbrance upon any assets or properties of Borrower. Except for those ’s properties under any indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which have been duly obtained, no Borrower is a party or which purports to be binding on Borrower or any of its properties; (d) No consent, approvallicense, authorization registration or order approval of any court governmental authority, bureau or governmental authority or third party agency is required in connection with the execution and delivery by Borrower execution, delivery, performance, validity or enforceability of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and therebyagreements executed by Borrower in connection herewith; (de) When duly executed and delivered, each of this This Amendment and the other Amendment Documents will be a legal agreements executed by Borrower in connection herewith have been duly executed and binding instrument delivered by Borrower and agreement of Borrower, are enforceable against Borrower in accordance with its their terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (ef) No All information, reports and other papers and data heretofore furnished to Agent by Borrower in connection with this Amendment, the Loan Agreement and Other Agreements are accurate and correct in all material adverse change respects and complete insofar as may be necessary to give Agent true and accurate knowledge of the subject matter thereof. Borrower has occurred in disclosed to Agent every fact of which it is aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition or businesses or in the consolidated financial condition or businesses of Borrower since or the date ability of Borrower to perform its obligations under this Amendment, the Loan Agreement or under any of the most recently delivered financial statementsOther Agreements. None of the information furnished to Agent by or on behalf of Borrower contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained herein or therein not materially misleading.

Appears in 6 contracts

Samples: Loan and Security Agreement (Cobra Electronics Corp), Loan and Security Agreement (Cobra Electronics Corp), Loan and Security Agreement (Cobra Electronics Corp)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank thatas follows: (a) The representations Borrower is a limited liability company organized, validly existing and warranties contained in Section 3 good standing under the laws of the Original Credit Agreement are true jurisdiction indicated at the beginning of this Amendment and correct at and as of all other jurisdictions in which the time of the effectiveness hereoffailure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effectexecution, delivery, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery performance by Borrower of this Amendment and the other Amendment DocumentsLoan Documents to which it is a party, the performance as amended hereby, are within Borrower’s limited liability company powers, have been duly authorized by Borrower of its obligations hereunder all necessary limited liability company action and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with (i) violate any provision of lawfederal, statutestate, rule or local law or regulation or applicable to Borrower, the bylaws or partnership agreement Governing Documents of Borrower, or of any material agreementorder, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order decree of any court or governmental authority other Governmental Authority binding on Borrower, (ii) conflict with, result in a breach of, or third party is required constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Borrower, (iii) result in connection with or require the execution creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Borrower, other than Permitted Liens, or (iv) require any approval of Borrower’s members or any approval or consent of any Person under any material contractual obligation of Borrower; (c) The execution, delivery, and delivery performance by Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other Amendment Documents action with or to consummate the transactions contemplated hereby and therebyby, any Governmental Authority or other Person; (d) When duly This Amendment and each other Loan Document to which Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered, each of this Amendment and the other Amendment Documents delivered by Borrower will be a legal the legally valid and binding instrument and agreement obligations of Borrower, enforceable against Borrower in accordance with its their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency and insolvency, reorganization, moratorium, or similar laws applying relating to or limiting creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition Default or businesses or in the consolidated financial condition or businesses Event of Borrower since the date of the most recently delivered financial statementsDefault exists.

Appears in 5 contracts

Samples: Loan Agreement (DSG International LTD), Loan Agreement (DSG International LTD), Loan Agreement (DSG International LTD)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent such representations or warranties relate to an earlier date in which case such representation or warranty shall be true and correct as of such earlier date or as otherwise disclosed to the Bank in writing. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 5 contracts

Samples: Loan and Security Agreement (Pfsweb Inc), Loan and Security Agreement (Pfsweb Inc), Loan and Security Agreement (Pfsweb Inc)

Representations and Warranties of Borrower. In order to induce Bank US Agent and Lenders to enter into this Amendment, US Borrower represents and warrants to Bank US Agent that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. US Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of this Amendment and the other Amendment Documents and to authorize the consummation of the transactions contemplated hereby and the performance of its obligations hereunder. US Borrower is duly authorized to borrow funds under the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original US Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Agreement. (c) The execution and delivery by US Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by US Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby herein do not and will not (a) conflict with any provision of law(i) any Law, statute, rule or regulation or (ii) the bylaws or partnership agreement organizational documents of US Borrower, or of (iii) any material agreement, judgment, license, order or permit applicable to or binding upon US Borrower, or (b) result in the acceleration of any Indebtedness owed by US Borrower, or (c) result in or require the creation of any lien, charge or encumbrance Lien upon any assets or properties of US Borrower, except as expressly contemplated or permitted in the Loan Documents. Except for those which have been duly obtained, as expressly contemplated in the Loan Documents no consent, approval, authorization or order of of, and no notice to or filing with any court or governmental authority Tribunal or third party is required in connection with the execution and execution, delivery or performance by US Borrower of this Amendment and the other Amendment Documents or to consummate the any transactions contemplated hereby and thereby;herein. (d) When duly executed and deliveredThis Amendment is a legal, each of this Amendment and the other Amendment Documents will be a legal valid and binding instrument and agreement obligation of US Borrower, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and or similar laws applying Laws of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying general application relating to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses enforcement of Borrower since the date of the most recently delivered financial statementscreditor's rights.

Appears in 5 contracts

Samples: Us Credit Agreement (Questar Market Resources Inc), Us Credit Agreement (Questar Market Resources Inc), Us Credit Agreement (Questar Market Resources Inc)

Representations and Warranties of Borrower. In order As a material inducement to induce Bank to enter into this AmendmentLoan Agreement, Borrower represents and warrants to Bank that: (a) The Bank, and such representations and warranties contained in Section 3 of shall survive and shall be deemed to be continuing representations and warranties so long as any Obligations remain outstanding, as follows: 2.1 Borrower has been duly incorporated and has the Original Credit power and authority to own its properties and assets and to conduct its business and to enter into and perform this Agreement are true and correct at the Loan and as of Security Documents executed by it and to incur the time of the effectiveness hereof; (b) Obligations; Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents in good standing where organized and is qualified and will continue in good standing as a foreign corporation in those jurisdictions where the conduct of its business or the ownership of its properties requires qualification; except where the failure to be duly authorized qualify would not have a material adverse affect on Borrower. 2.2 Borrower is not in default in any material respect under any agreement to borrow and to perform its obligations under the Credit Agreementwhich it is a party or by which it is bound. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery performance of this Agreement and those Loan and Security Documents to be executed and performed by Borrower will not violate any law or the terms of this Amendment Borrower's incorporation documents or by-laws, nor violate or result in a material default or acceleration of any of Borrower's obligations or in the creation or imposition of any lien or encumbrance upon any material portion of Borrower's assets (immediately, with the passage of time, or with the giving of notice and the passage of time) other Amendment than the liens created by the Loan and Security Documents. 2.3 This Agreement, the Loan and Security Documents, the performance and all other agreements, documents or instruments to be delivered by Borrower of its obligations in connection with the transactions contemplated hereunder have each been duly authorized, executed and thereunder delivered and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which thereby have been duly obtainedauthorized. This Agreement, the Loan and Security Documents and such other agreements, documents or instruments constitute Borrower's valid and legally binding obligations and are enforceable against Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws affecting the rights of creditors generally. 2.4 There is no consentclaim, approvalloss contingency, authorization litigation or order proceeding pending or, to the best of Borrower's knowledge, threatened against or otherwise affecting Borrower which involves the possibility of any court judgment or liability not fully covered by insurance or which may result in a material adverse change in Borrower's condition, financial or otherwise. 2.5 Borrower owns or leases all property, tangible and intangible, including without limitation, customer lists, patents, trademarks and trade names, necessary to conduct the business in which it is engaged in the manner in which that business has been conducted, and its properties are free and clear of all security interests, encumbrances or liens except as permitted by Section 5.5 hereto, and it will defend its properties against all claims and demands of all persons (other than Bank and the parties named in Section 5.5 hereto, with respect to the liens described therein, if any) at any time claiming an interest therein. 2.6 Borrower's financial statements furnished to Bank are materially complete and accurate presentations of its financial condition as of the respective dates thereof, and have been prepared in accordance with GAAP consistently applied; and, since the respective dates of the financial statements there has been no material adverse change in Borrower's financial condition and there has been no transaction affecting Borrower other than in the ordinary course of business. 2.7 Borrower has filed all federal, state and local tax returns and other reports required to be filed and has paid or made adequate provision for payment of all taxes, assessments and other governmental authority charges. 2.8 No representation, warranty or third party is required in connection with the execution and delivery statement by Borrower contained herein or in any certificate or other document furnished or to be furnished pursuant hereto contains, or at the time of delivery shall contain, any untrue statement of material fact, or omits, or shall omit at the time of delivery, to state a material fact necessary to make it not misleading. 2.9 To the best of Borrower's knowledge, the execution, delivery and performance of this Amendment Agreement and the other Amendment Loan and Security Documents by Borrower will not constitute a fraudulent conveyance under any applicable law. 2.10 Borrower has not used, nor will it use or permit others to use any of the proceeds of the Line of Credit, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U (12 CFR Part 221), or any "margin security" within the meaning of Regulation G (12 CFR Part 207), of the Board of Governors of the Federal Reserve System or to consummate reduce or retire any indebtedness originally incurred to purchase or carry any such margin stock or margin security within the meaning of such Regulations or for any other purpose which might constitute the transactions contemplated hereby a "purpose credit" within the meaning of said Regulations, or cause this Agreement to violate Regulation U, or any other regulation of the Board of Governors of the Federal Reserve System, or the Securities Exchange Act of 1934. 2.11 Borrower has complied in all material respects with all laws, regulations and thereby; (d) When duly executed orders applicable to its business, including those pertaining to federal securities requirements, zoning, environment, health and deliveredsafety, each of this Amendment and the other Amendment Documents present uses of its properties do not violate in any material respect any such laws, regulations and orders. 2.12 Borrower will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in use the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date proceeds of the most recently delivered financial statementsLine of Credit for working capital purposes.

Appears in 4 contracts

Samples: Loan Agreement (Capital Properties Inc /Ri/), Loan Agreement (Capital Properties Inc /Ri/), Loan Agreement (Capital Properties Inc /Ri/)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants warrants, as of the date hereof, to Bank thatSecurity Agent and the Secured Parties as follows: (a) The representations and warranties contained in Section 3 Borrower has not assigned any of its rights under the LLC Agreements, the Assigned Agreements or any of the Original Credit Collateral except as provided in this Agreement are true and correct at and as of the time of the effectiveness hereof;other Financing Documents. (b) Borrower is duly authorized the legal and equitable owner of the Collateral (including the Membership Interest in each Project Company), subject to execute no mortgages, liens, charges, or encumbrances of any kind other than Liens granted pursuant to the Financing Documents and deliver Permitted Liens set forth in clauses (b), (c) and (f) of the definition thereof, and has full power and lawful authority to pledge, assign and grant a security interest in the Collateral hereunder. (c) Borrower has not executed and is not aware of any effective financing statement, security agreement or other instrument similar in effect covering all or any part of the Collateral on file in any recording office or any agreement or instrument granting an interest in the Collateral that is capable of being so recorded, except such as may have been filed pursuant to this Amendment Agreement and the other Amendment Documents Financing Documents, or pursuant to the documents evidencing Permitted Liens. (d) Borrower (i) is a duly formed and validly existing limited liability company in good standing under the laws of Delaware; (ii) is and will continue to be duly authorized to borrow do business in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect; and (iii) has the power and authority to own its property and assets and to transact the business in which it is engaged. (e) Borrower (i) has the power and authority to execute, deliver and perform its obligations under the Credit Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement. Borrower , and to pledge and assign the Collateral; (ii) has duly taken all corporate necessary action necessary to authorize the execution execution, delivery and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement; and (iii) has duly executed and delivered the Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement. The Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement constitute the legal, valid and binding obligations of Borrower hereunder Borrower, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights and thereunder. subject to general equitable principles. (f) The Omnibus Certificate of each Borrower delivered to Bank on LLC Agreements and the Assigned Agreements have not been amended since the date of the Original Credit Agreement remains their execution, except as otherwise disclosed to Security Agent, and are in full force and effect. There exists no default, and or event that with the specimen signatures passage of time, the officers contained in giving of notice or both would become a default by Borrower under the Omnibus Certificate are true and correct;LLC Agreements or the Assigned Agreements. (cg) The execution and delivery by Borrower of this Amendment of, and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder under, this Agreement, and the consummation of the transactions contemplated hereby do not and herein, will not (i) violate any provision of any material agreement to which Borrower is a party or any of its property or assets is bound, including the LLC Agreements and the Assigned Agreements, or (ii) conflict with any provision of material law, statuteorder, rule or regulation or the bylaws or partnership agreement of applicable to Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or any federal or state government, regulatory body or administrative agency, or any other governmental authority body having jurisdiction over Borrower or third party any of its properties. (h) Other than the Financing Documents, there is no existing agreement, option, right or privilege capable of becoming an agreement, option or right pursuant to which Borrower could be required to sell or otherwise dispose of all or a part of the Membership Interest. (i) No consent of any Governmental Authority is required in connection with for the execution transfer of the Membership Interest except as may be required by applicable laws affecting the offering and delivery by Borrower sale of this Amendment securities generally or the regulation of ownership or operation of utility assets under the laws of the State of New York, the FPA, PUHCA and the any other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Federal regulation regarding EWG’s. (dj) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.[Intentionally Omitted]

Appears in 3 contracts

Samples: Financing Agreement (First Wind Holdings Inc.), Financing Agreement (First Wind Holdings Inc.), Financing Agreement (First Wind Holdings Inc.)

Representations and Warranties of Borrower. In order The Borrower and each of the Guarantors represent and warrant to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank thateach of the Lenders as follows: (a) The Except as otherwise set forth herein or in the Schedules and Exhibits hereto, the representations and warranties contained in Section 3 of the Original Credit Agreement Borrower and the Guarantors made in the Transaction Documents remain true, complete and accurate in all material respects, and the covenants of the Borrower and the Guarantors are true and correct at and hereby reaffirmed, as of the time of the effectiveness date hereof;. (b) The Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Guarantors have each performed, in all material respects, all obligations to be performed by it to date under the Transaction Documents and is and will continue to be duly authorized to borrow and to perform its obligations under no default or Event of Default exists thereunder or an event that with the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery passage of this Amendment and the other Amendment Documents and to authorize the performance time or giving of the obligations notice or both, would constitute a default or an Event of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Default. (c) The execution Borrower and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation each of the transactions contemplated hereby do not Guarantors is a corporation duly organized, qualified, and will not conflict with any provision existing in good standing under the laws of law, statute, rule or regulation or the bylaws or partnership agreement State of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental Delaware and has full power and authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby hereby. Each of the Borrower and thereby;the Guarantors is duly qualified to do business in all states and other jurisdictions in which the character of the property owned by it or the nature of its activities causes such qualification to be necessary. (d) When duly executed The execution, delivery and delivered, each performance of this Amendment have been duly authorized by all necessary corporate actions of the Borrower and the Guarantors, are within the corporate power of Borrower and are not in contravention of law, the Borrower’s or the Guarantors’ Articles of Incorporation, By-laws or the terms of any other documents, agreements or undertakings to which the Borrower is a party or by which the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body or other entity is a prerequisite to the execution, delivery and performance by the Borrower and the Guarantors of this Amendment Documents to ensure the validity or enforceability hereof. (e) This Amendment will be a legal and constitute the legally binding instrument and agreement obligation of Borrower, and each of the Guarantors enforceable in accordance with its terms, except as limited by subject to the effect of applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws applying now existing or hereafter enacted relating to or affecting the enforcement of creditors' rights generally generally, and by as enforceability may be subject to limitations based on general principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred regardless of whether such enforceability is considered a proceeding in the financial condition equity or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsat law).

Appears in 3 contracts

Samples: Transaction Documents (UBL Interactive,Inc.), Subscription Agreement (UBL Interactive,Inc.), Amendment to Transaction Documents (UBL Interactive,Inc.)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No The audited annual consolidated financial statements of Borrower dated as of December 31, 2006 fairly presents the consolidated financial position at such date and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank. Since such date no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 3 contracts

Samples: Credit Agreement (Frozen Food Express Industries Inc), Credit Agreement (Frozen Food Express Industries Inc), Credit Agreement (Frozen Food Express Industries Inc)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 7 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower and each Guarantor is duly authorized to execute and deliver this each Amendment Document to which it is a party and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower and each Guarantor which is a corporation has duly taken all corporate action necessary to authorize the execution and delivery of this each Amendment and the other Amendment Documents Document to which it is a party and to authorize the performance of the its obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower and each Guarantor of this each Amendment and the other Amendment DocumentsDocument to which it is a party, the performance by Borrower and each Guarantor of its their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby thereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws any organizational document of Borrower or partnership agreement of Borrowerany Guarantor, or of any material agreement, judgment, license, order or permit applicable to or binding upon BorrowerBorrower or any Guarantor, or result in the creation of any lien, charge or encumbrance upon any assets or properties of BorrowerBorrower or any Guarantor. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower and each Guarantor of this each Amendment and the other Amendment Documents Document to which it is a party or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, the Loan Agreement and each of this Amendment and the other Amendment Documents Document will be a legal and binding instrument and agreement of BorrowerBorrower and each Guarantor, to the extent each is a party thereto, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 3 contracts

Samples: Loan Agreement (Caprock Communications Corp), Loan Agreement (Caprock Communications Corp), Loan Agreement (Caprock Communications Corp)

Representations and Warranties of Borrower. In order The Borrower and the Guarantor represent and warrant to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank thatthe Lender as follows: (a) The Except as otherwise set forth herein or in the Schedules and Exhibits hereto, the representations and warranties contained in Section 3 of the Original Credit Agreement Borrower and the Guarantor made in the Transaction Documents remain true, complete and accurate in all material respects, and the covenants of the Borrower and the Guarantor are true and correct at and hereby reaffirmed, as of the time of the effectiveness date hereof;. (b) The Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Guarantor has each performed, in all material respects, all obligations to be performed by it to date under the Transaction Documents and is and will continue to be duly authorized to borrow and to perform its obligations under no default or Event of Default exists thereunder or an event that with the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery passage of this Amendment and the other Amendment Documents and to authorize the performance time or giving of the obligations notice or both, would constitute a default or an Event of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Default. (c) The execution and delivery by Each of the Borrower of this Amendment and the other Amendment DocumentsGuarantor is a corporation duly organized, qualified, and existing in good standing under the performance by Borrower of its obligations hereunder and thereunder and the consummation laws of the transactions contemplated hereby do not State of Delaware and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental has full power and authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby hereby. The Borrower and thereby;the Guarantor are each duly qualified to do business in all states and other jurisdictions in which the character of the property owned by it or the nature of its activities causes such qualification to be necessary. (d) When duly executed The execution, delivery and delivered, each performance of this Amendment has been duly authorized by all necessary corporate actions of each of the Borrower and the Guarantor, are within the corporate power of Borrower and the Guarantor and are not in contravention of law, the Borrower’s or the Guarantor’s Articles of Incorporation, By-laws or the terms of any other documents, agreements or undertakings to which the Borrower or the Guarantor is a party or by which the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body or other entity is a prerequisite to the execution, delivery and performance by the Borrower and the Guarantor of this Amendment Documents to ensure the validity or enforceability hereof. (e) This Amendment will be a legal constitute the legally binding obligation of Borrower and binding instrument and agreement of Borrowerthe Guarantor, enforceable in accordance with its terms, except as limited by subject to the effect of applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws applying now existing or hereafter enacted relating to or affecting the enforcement of creditors' rights generally generally, and by as enforceability may be subject to limitations based on general principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred regardless of whether such enforceability is considered a proceeding in the financial condition equity or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsat law).

Appears in 3 contracts

Samples: Third Amendment to Transaction Documents (Urigen Pharmaceuticals, Inc.), Transaction Documents (Urigen Pharmaceuticals, Inc.), Amendment to Transaction Documents (Urigen Pharmaceuticals, Inc.)

Representations and Warranties of Borrower. In order to induce Bank Majority Lenders to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article III of the Original Credit Loan Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Loan Agreement. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Appears in 2 contracts

Samples: Loan Agreement (Hispanic Television Network Inc), Loan Agreement (Hispanic Television Network Inc)

Representations and Warranties of Borrower. In order to To induce Bank Lender to enter into this Amendment, and acknowledging Lender's reliance upon the truth and accuracy thereof, Borrower represents and warrants to Bank thatLender as follows: (a) The representations Borrower has the requisite corporate power and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized corporate authority to execute and deliver enter into this Amendment and the other Amendment Documents documents and is and will continue instruments to be duly authorized to borrow executed in connection herewith, and to perform its obligations under the Credit Agreement. hereunder and thereunder. (b) This Amendment and any other documents and instruments executed and delivered to Lender by Borrower has in connection herewith were duly taken authorized by all requisite corporate action necessary to authorize on the execution part of Borrower and delivery with any requirements of Borrower's articles of incorporation and bylaws, and any amendments thereto, and this Amendment and the any other Amendment Documents documents or instruments executed in connection herewith have been duly executed and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;by Borrower. (c) The execution and delivery by Borrower of this Amendment and any other instruments executed and delivered by Borrower to Lender in connection herewith, and the other Amendment Documents, the full and complete performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and provisions hereof, will not conflict with result in any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrowerbreach of, or of any material agreementconstitute a default under, judgmentor, licenseexcept as contemplated by this Amendment, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any property or assets of Borrower under any indenture, mortgage, deed of trust, bank loan or properties of Borrower. Except for those credit agreement or other material instrument to which have been duly obtained, no consent, approval, authorization Borrower is a party or order of any court or governmental authority or third party by which Borrower is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;bound. (d) When duly executed and deliveredThis Amendment is the legal, each of this Amendment and the other Amendment Documents will be a legal valid and binding instrument and agreement obligation of Borrower, enforceable against Borrower in accordance with its terms, except as that the enforceability hereof may be subject to or limited by bankruptcy, insolvency and insolvency, reorganization, arrangement, moratorium, or other similar laws applying relating to creditors' rights generally or affecting creditors generally, and by general principles of equity applying to creditors' rights generally; andequity. (e) No material adverse change has occurred All of the respective representations and warranties made by the Borrower in any of the financial condition or businesses or in the consolidated financial condition or businesses Loan Documents remain true, complete and correct as of Borrower since the date of the most recently delivered financial statementshereof, unless they expressly relate to an earlier date.

Appears in 2 contracts

Samples: Loan and Security Agreement (Datatec Systems Inc), Loan and Security Agreement (Datatec Systems Inc)

Representations and Warranties of Borrower. In order to induce Bank Majority Lenders to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The Company has heretofore made a full disclosure to Majority Lenders of its financial position, including full disclosure (either in writing or orally) of all monetary and covenant defaults to the Loan Agreement and other Loan Documents which exist on the date hereof. Furthermore, the Company hereby represents and warrants that all representations and warranties contained in Section 3 Article III of the Original Credit Loan Agreement are true and correct at and as of the time date hereof, except to the extent that (i) the facts on which such representations and warranties are based have been changed by the extension of credit under the Loan Agreement or (ii) with respect to Section 3.6 of the effectiveness Loan Agreement, the Company has incurred certain trade debt in the ordinary course of its business, which trade debt has been outstanding for periods that may be in excess of regular aging limits, and which trade debt will be paid by the Company within 90 days of the date hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Appears in 2 contracts

Samples: Loan Agreement (Hispanic Television Network Inc), Loan Agreement (Hispanic Television Network Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants on the date hereof and as of the Effective Date to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, this Amendment, the Loan Agreement, and each of this Amendment and the other Amendment Documents Loan Document, as affected hereby, will be a legal and binding instrument obligation of each Related Person that is a party hereto and agreement of Borrower, thereto enforceable against such Related Person in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 2001, and the unaudited Consolidated financial statements of Borrower dated as of September 30, 2001, fairly present the Consolidated financial position at such date of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since December 31, 2000, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 2 contracts

Samples: Loan Agreement (Western Gas Resources Inc), Loan Agreement (Western Gas Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this First Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 7 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this First Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this First Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsFirst Amendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this First Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this First Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 2 contracts

Samples: Loan Agreement, Loan Agreement (Us Home Systems Inc)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The It has the power and authority to enter into and to perform this Amendment, to execute and deliver all documents relating to this Amendment, and to incur the obligations provided for in this Amendment, all of which have been duly authorized and approved in accordance with Borrower's organizational documents; (b) This Amendment, together with all documents executed pursuant hereto, shall constitute when executed the valid and legally binding obligations of Borrower in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; (c) All representations and warranties contained in Section 3 of the Original Credit Agreement and the other Loan Documents are true and correct at with the same effect as though such representations and warranties had been made on and as of the time date hereof (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and accurate on and as of the effectiveness hereofsuch earlier date)); (bd) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its Borrower's obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary Loan Documents remain valid and enforceable obligations (including without limitation, the continuation and extension of the liens granted thereunder to authorize secure the obligations under the Loan Documents), and the execution and delivery of this Amendment and the other Amendment Documents and documents executed in connection herewith shall not be construed as a novation of the Agreement or any of the other Loan Documents; (e) As of the date hereof, to authorize Borrower's knowledge, it has no offsets or defenses against the performance payment of any of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on under the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correctLoan Documents; (cf) The execution No law, regulation, order, judgment or decree of any Governmental Authority exists, and delivery by Borrower no action, suit, investigation, litigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations financings hereunder and thereunder and or (B) the consummation of the transactions contemplated hereby do not and will not conflict with any provision pursuant to the terms of lawthis Amendment, statutethe Agreement, rule or regulation the Note, or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Loan Documents or (ii) has or would reasonably be expected to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be have a legal and binding instrument and agreement of material adverse effect on Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (eg) No material adverse change Default or Event of Default exists or has occurred in the financial condition or businesses or in the consolidated financial condition or businesses and is continuing on and as of Borrower since the date of the most recently delivered financial statementshereof and after giving effect hereto.

Appears in 2 contracts

Samples: Credit Agreement (Tilly's, Inc.), Credit Agreement (Tilly's, Inc.)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 2 contracts

Samples: Credit Agreement (Englobal Corp), Credit Agreement (Englobal Corp)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No material adverse change has occurred in the The most recent financial condition or businesses or in the consolidated financial condition or businesses statements of Borrower since delivered to Lenders pursuant to Section 6(a) and (b) of the Original Credit Agreement fairly present Borrower’s financial position as of the date of the most recently delivered financial statementsthereof.

Appears in 2 contracts

Samples: Credit Agreement (Double Eagle Petroleum Co), Credit Agreement (Double Eagle Petroleum Co)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No The audited annual consolidated financial statements of Borrower dated as of December 31, 2007 fairly presents the consolidated financial position at such date and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank. Since such date no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 2 contracts

Samples: Credit Agreement (Frozen Food Express Industries Inc), Credit Agreement (Frozen Food Express Industries Inc)

Representations and Warranties of Borrower. In order As a material inducement to induce Bank to enter into this AmendmentLoan Agreement, Borrower represents and warrants to Bank that: (a) The Bank, and such representations and warranties contained in Section 3 of shall survive and shall be deemed to be continuing representations and warranties so long as any Obligations remain outstanding, as follows: 2.1 Borrower has been duly incorporated and has the Original Credit power and authority to own its properties and assets and to conduct its business and to enter into and perform this Agreement are true and correct at the Loan and as of Security Documents executed by it and to incur the time of the effectiveness hereof; (b) Obligations; Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents in good standing where organized and is qualified and will continue in good standing as a foreign corporation in those jurisdictions where the conduct of its business or the ownership of its properties requires qualification; except where the failure to be duly authorized qualify would not have a material adverse affect on Borrower. 2.2 Borrower is not in default in any material respect under any agreement to borrow and to perform its obligations under the Credit Agreementwhich it is a party or by which it is bound. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery performance of this Agreement and those Loan and Security Documents to be executed and performed by Bxxxxxxx will not violate any law or the terms of Borrower's incorporation documents or by-laws, nor violate or result in a material default or acceleration of any of Borrower's obligations or in the creation or imposition of any lien or encumbrance upon any material portion of Borrower's assets (immediately, with the passage of time, or with the giving of notice and the passage of time) other than the liens created by the Loan and Security Documents. 2.3 This Agreement, the Loan and Security Documents, and all other agreements, documents or instruments to be delivered by Borrower of this Amendment in connection with the transactions contemplated hereunder have each been duly authorized, executed and the other Amendment Documents, the performance by Borrower of its obligations hereunder delivered and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which thereby have been duly obtainedauthorized. This Agreement, the Loan and Security Documents and such other agreements, documents or instruments constitute Borrower's valid and legally binding obligations and are enforceable against Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws affecting the rights of creditors generally. 2.4 There is no consentclaim, approvalloss contingency, authorization litigation or order proceeding pending or, to the best of Bxxxxxxx's knowledge, threatened against or otherwise affecting Borrower which involves the possibility of any court judgment or liability not fully covered by insurance or which may result in a material adverse change in Borrower's condition, financial or otherwise. 2.5 Borrower owns or leases all property, tangible and intangible, including without limitation, customer lists, patents, trademarks and trade names, necessary to conduct the business in which it is engaged in the manner in which that business has been conducted, and its properties are free and clear of all security interests, encumbrances or liens except as permitted by Section 5.5 hereto, and it will defend its properties against all claims and demands of all persons (other than Bank and the parties named in Section 5.5 hereto, with respect to the liens described therein, if any) at any time claiming an interest therein. 2.6 Bxxxxxxx's financial statements furnished to Bank are materially complete and accurate presentations of its financial condition as of the respective dates thereof, and have been prepared in accordance with GAAP consistently applied; and, since the respective dates of the financial statements there has been no material adverse change in Borrower's financial condition and there has been no transaction affecting Borrower other than in the ordinary course of business. 2.7 Borrower has filed all federal, state and local tax returns and other reports required to be filed and has paid or made adequate provision for payment of all taxes, assessments and other governmental authority charges. 2.8 No representation, warranty or third party is required in connection with the execution and delivery statement by Borrower contained herein or in any certificate or other document furnished or to be furnished pursuant hereto contains, or at the time of delivery shall contain, any untrue statement of material fact, or omits, or shall omit at the time of delivery, to state a material fact necessary to make it not misleading. 2.9 To the best of Bxxxxxxx's knowledge, the execution, delivery and performance of this Amendment Agreement and the other Amendment Loan and Security Documents by Borrower will not constitute a fraudulent conveyance under any applicable law. 2.10 Borrower has not used, nor will it use or permit others to use any of the proceeds of the Line of Credit, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U (12 CFR Part 221), or any "margin security" within the meaning of Regulation G (12 CFR Part 207), of the Board of Governors of the Federal Reserve System or to consummate reduce or retire any indebtedness originally incurred to purchase or carry any such margin stock or margin security within the meaning of such Regulations or for any other purpose which might constitute the transactions contemplated hereby a "purpose credit" within the meaning of said Regulations, or cause this Agreement to violate Regulation U, or any other regulation of the Board of Governors of the Federal Reserve System, or the Securities Exchange Act of 1934. 2.11 Borrower has complied in all material respects with all laws, regulations and thereby; (d) When duly executed orders applicable to its business, including those pertaining to federal securities requirements, zoning, environment, health and deliveredsafety, each of this Amendment and the other Amendment Documents present uses of its properties do not violate in any material respect any such laws, regulations and orders. 2.12 Borrower will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in use the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date proceeds of the most recently delivered financial statementsLine of Credit for working capital purposes.

Appears in 2 contracts

Samples: Loan Agreement (Capital Properties Inc /Ri/), Loan Agreement (Capital Properties Inc /Ri/)

Representations and Warranties of Borrower. In order to induce ------------------------------------------ Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan and Security Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan and Security Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 2 contracts

Samples: Loan and Security Agreement (Citadel Security Software Inc), Loan and Security Agreement (Citadel Security Software Inc)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent such representations or warranties relate to an earlier date in which case such representation or warranty shall be true and correct as of such earlier date and except as otherwise set forth in a written schedule delivered to the Bank concurrently herewith. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 2 contracts

Samples: Loan and Security Agreement (Pfsweb Inc), Loan and Security Agreement (Pfsweb Inc)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Original Omnibus Certificate of each Borrower delivered to Bank Lender on the date of the Original Credit Agreement remains remain in full force and effect, and the specimen signatures of the officers contained in on the Original Omnibus Certificate Certificates are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 2 contracts

Samples: Credit Agreement (Englobal Corp), Credit Agreement (Englobal Corp)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;; provided Bank acknowledges that Borrower has heretofore given written notice to Bank of the matters set forth in Schedule 1 attached hereto. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 2 contracts

Samples: Loan and Security Agreement (Pfsweb Inc), Loan and Security Agreement (Pfsweb Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) The Company and Borrower is are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. The Company and Borrower has have duly taken all corporate or partnership action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of the Company and Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by the Company and Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by the Company and Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement of Borrowerlimited partnership of the Company or Borrower (as applicable), or of any material agreement, judgment, license, order or permit applicable to or binding upon the Company or Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Company or Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Company and Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of the Company and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual consolidated financial statements of the Company dated as of December 31, 2001 and the unaudited quarterly consolidated financial statements of the Company dated as of June 30, 2002 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for the Company. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsCompany.

Appears in 2 contracts

Samples: Credit Agreement (Chesapeake Energy Corp), Credit Agreement (Chesapeake Energy Corp)

Representations and Warranties of Borrower. In order The Borrower represents, warrants and agrees that; 4.1 Borrower owns all right title and interest in and to induce Bank the Collateral, free of all liens, security interests, encumbrances and claims whatsoever, except for Permitted Liens. 4.2 Borrower has the full power and authority to, and does hereby grant and convey to enter into this Amendmentthe Lender, a perfected security interest in the Collateral as security for the Secured Obligations, free of all liens, security interests, encumbrances and claims, other than Permitted Liens and shall execute such Uniform Commercial Code financing statements in connection herewith as the Lender may reasonably request. Except as set forth herein, no other lien, security interest, adverse claim or encumbrance has been created by Borrower represents or is known by Borrower to exist with respect to any Collateral. 4.3 Borrower is a corporation duly organized, legally existing and warrants to Bank that: (a) The representations and warranties contained in Section 3 good standing under the laws of the Original Credit Agreement are true State of Delaware, and correct at is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and as where the failure to be qualified would have a Material Adverse Effect. 4.4 Borrower's execution, delivery and performance of the time Note(s), this Agreement, all financing statements, all other Loan Documents required to be delivered or executed in connection herewith, and the Warrant Agreement(s) have been duly authorized by all necessary corporate action of Borrower, the effectiveness hereof; (bindividual or individuals executing the Loan Documents and the Warrant Agreement(s) Borrower is were duly authorized to execute and deliver this Amendment do so; and the other Amendment Loan Documents and is the Warrant Agreement(s) constitute legal, valid and will continue binding obligations of the Borrower, enforceable in accordance with their respective terms, subject to be duly authorized to borrow and to perform its obligations under applicable bankruptcy, insolvency, reorganization or other similar laws generally affecting the Credit enforcement of the rights of creditors. 4.5 This Agreement. Borrower has duly taken all corporate action necessary to authorize , the execution and delivery of this Amendment other Loan Documents and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (cWarrant Agreement(s) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with violate any provision provisions of Borrower's [Articles/Certificate of Incorporation], bylaws or any contract, agreement, law, statuteregulation, rule or regulation or the bylaws or partnership agreement of Borrowerorder, or of any material agreementinjunction, judgment, license, order decree or permit applicable writ to or binding upon Borrowerwhich the Borrower is subject, or result in the creation or imposition of any lien, charge security interest or other encumbrance upon the Collateral, other than those created by this Agreement. 4.6 The execution, delivery and performance of this Agreement, the other Loan Documents and the Warrant Agreement(s) do not require the consent or approval of any assets other person or properties entity including, without limitation, any regulatory authority or governmental body of Borrower. Except the United States or any state thereof or any political subdivision of the United States or any state thereof. 4.7 No event which has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. 4.8 No fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute a default under the Loan Agreement between Borrower and Senior Creditor. 4.9 Borrower has filed and will file all tax returns, federal, state and local, which it is required to file and has duly paid or fully reserved for those all taxes or installments thereof (including any interest or penalties) as and when due, which have been duly obtained, no consent, approval, authorization or order of may become due pursuant to such returns or pursuant to any court or governmental authority or third party is required in connection with the execution and delivery assessment received by Borrower of this Amendment and for the other Amendment Documents or to consummate three (3) years preceding the transactions contemplated hereby and thereby; Closing Date, if any (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable including any taxes being contested in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally good faith and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsappropriate proceedings).

Appears in 2 contracts

Samples: Subordinated Loan and Security Agreement (Docent Inc), Subordinated Loan and Security Agreement (Docent Inc)

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws of Duxford or partnership of the certificate and agreement of Borrowerlimited partnership of Bayport, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 2003 and the unaudited monthly Consolidated financial statements of Borrower dated as of June 30, 2004 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Lyon East Garrison CO I, LLC)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The It has the power and authority to enter into and to perform this Amendment, to execute and deliver all documents relating to this Amendment, and to incur the obligations provided for in this Amendment, all of which have been duly authorized and approved in accordance with Borrower's organizational documents; (b) This Amendment, together with all documents executed pursuant hereto, shall constitute when executed the valid and legally binding obligations of Borrower in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; (c) Except as specifically provided herein, all terms and conditions of the Agreement remain in full force and effect, without waiver or modification. All terms defined in the Agreement shall have the same meaning when used in this Amendment. This Amendment and the Agreement shall be read together, as one document. (d) All representations and warranties contained in Section 3 of the Original Credit Agreement and the other Loan Documents are true and correct at with the same effect as though such representations and warranties had been made on and as of the time date hereof (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and accurate on and as of the effectiveness hereofsuch earlier date)); (be) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its Borrower's obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary Loan Documents remain valid and enforceable obligations (including without limitation, the continuation and extension of the liens granted thereunder to authorize secure the obligations under the Loan Documents), and the execution and delivery of this Amendment and the other Amendment Documents and documents executed in connection herewith shall not be construed as a novation of the Agreement or any of the other Loan Documents; (f) As of the date hereof, to authorize Borrower's knowledge, it has no offsets or defenses against the performance payment of any of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on under the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correctLoan Documents; (cg) The execution No law, regulation, order, judgment or decree of any Governmental Authority exists, and delivery by Borrower no action, suit, investigation, litigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations financings hereunder and thereunder and or (B) the consummation of the transactions contemplated hereby do not and will not conflict with any provision pursuant to the terms of lawthis Amendment, statutethe Agreement, rule or regulation the Note, or the bylaws other Loan Documents or partnership agreement (ii) has or would reasonably be expected to have a material adverse effect on Borrower; and (h) No Default or Event of Borrower, Default exists or has occurred and is continuing on and as of any material agreement, judgment, license, order the date hereof and after giving effect hereto. (i) The promissory notes or permit applicable to other instruments or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required documents executed in connection with the execution credit(s) subject to the Agreement may calculate interest at a rate equal to the sum of an index rate of interest plus a margin rate of interest. In the event any index rate of interest would be less than zero percent (0.0%), then the index rate of interest shall be deemed to be zero percent (0.0%) and delivery the applicable promissory note or other instrument or document shall bear interest at a rate equal to the margin rate of interest. (j) Borrower hereby covenants that Borrower shall provide to Bank from time to time such other information as Bank may request for the purpose of enabling Bank to fulfill its regulatory and compliance requirements, standards and processes. Borrower hereby represents and warrants to Bank that all information provided from time to time by Borrower or any Third Party Obligor to Bank for the purpose of this Amendment enabling Bank to fulfill its regulatory and compliance requirements, standards and processes was complete and correct at the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its termstime such information was provided and, except as limited by bankruptcyspecifically identified to Bank in a subsequent writing, insolvency remains complete and similar laws applying correct today, and shall be complete and correct at each time Borrower is required to creditors' rights generally reaffirm the representations and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred warranties set forth in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsAgreement.

Appears in 1 contract

Samples: Credit Agreement (Tilly's, Inc.)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, The Borrower represents and warrants to Bank that:the Lenders and the Agent as set forth below. (a) The execution, delivery and performance by the Borrower of this Amendment, the New Notes, the Restated Fee Letter and the Credit Documents, as amended hereby and thereby, to which the Borrower is a party are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not (i) contravene the articles of incorporation or bylaws of the Borrower, (ii) contravene any Governmental Rule or contractual restriction binding on or affecting the Borrower or (iii) result in or require the creation or imposition of any Lien (other than any created by the Credit Documents) upon or with respect to any of the properties of the Borrower. (b) No Governmental Action is required for the due execution, delivery or performance by the Borrower of this Amendment, the New Notes, the Restated Fee Letter or any of the Credit Documents, as amended hereby or thereby, to which the Borrower is a party. (c) This Amendment, the New Notes, the Restated Fee Letter and each of the Credit Documents, as amended hereby and thereby, to which the Borrower is a party 4 constitute 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 bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally. (d) The Security Agreement and Guarantor Security Agreement constitute valid and perfected first-priority Liens on the Collateral specified therein, enforceable against all third parties in all jurisdictions, and secure the payment of all obligations of the Borrower and THQ/Jakks, respectively, under the Credit Documents, as amended hereby, by the New Notes and by the Restated Fee Letter; and the execution, delivery and performance of this Amendment, the New Notes and the Restated Fee Letter do not adversely affect the Lien of the Security Agreement or the Guarantor Security Agreement. (e) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2001, and the related unaudited consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the 3-month fiscal period then ended, certified (subject to normal year-end audit adjustments) by the chief financial officer or chief accounting officer of the Borrower, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of such date and the consolidated results of the operations of the Borrower and its Subsidiaries for the 3-month fiscal period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. Since March 31, 2001 there has been no material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any of its Subsidiaries. The Borrower and its Subsidiaries have no material contingent liabilities except as disclosed in such financial statements or the notes thereto. (f) There is no pending or, to the knowledge of the Borrower, threatened action or proceeding affecting the Borrower or any Subsidiary before any Governmental Person or arbitrator that could reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any Subsidiary or that purports to affect the legality, validity or enforceability of this Amendment, the New Notes, the Restated Fee Letter or any of the Credit Documents, as amended hereby or thereby. (g) There has been no amendment to the articles of incorporation or bylaws of the Borrower, or to the certificate of formation or operating agreement of THQ/Jakks, on or after August 31, 2000. The representations and warranties of the Credit Parties contained in Section 3 of the Original Credit Agreement Documents are true and correct at on and as of the time date hereof as though made on and as of such date. No event has occurred and is continuing, or would result from the effectiveness of this Amendment, that constitutes a Default. (h) Neither the Borrower nor THQ/Jakks has any bank account, deposit account, investment account or other such account other than (i) the three securities accounts of the effectiveness hereof;Borrower specified in Schedule 1 to the Security Agreement, (ii) the six accounts of the Borrower at UBOC specified in Schedule 2 to the Security Agreement and (iii) the one -4- 5 account of the Borrower at Welxx Xxrgo Bank, N.A. specified in Schedule 2 to the Security Agreement. (bi) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance All of the obligations of Borrower hereunder Borrower's equipment and thereunder. The Omnibus Certificate of each Borrower delivered inventory are located at the places therefor specified in Schedule 3 to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsSecurity Agreement.

Appears in 1 contract

Samples: Revolving Credit Agreement (THQ Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at on and as of the time date hereof, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the effectiveness hereof;consent of Required Lenders and Administrative Agent, in which cases such representations and warranties shall have been true and correct in all material respects on and of such earlier date. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not (a) conflict with (i) any provision Law, (ii) the articles of law, statute, rule or regulation or the incorporation and bylaws or partnership agreement of Borrower, or of (iii) any material agreement, judgment, license, order or permit applicable to or binding upon BorrowerBorrower in any material respect, or (b) result in the creation of any lien, charge or encumbrance Lien upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 2008 fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such date no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Berry Petroleum Co)

Representations and Warranties of Borrower. In order to induce Bank Lenders to enter into this Amendment, Borrower represents and warrants to Bank Agent for the benefit of each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct in all material respects at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to issue the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Senior Subordinated Notes. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation issuance of the transactions contemplated hereby Senior Subordinated Notes by Borrower do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and or the other Amendment Documents or to consummate issuance of the transactions contemplated hereby and thereby;Senior Subordinated Notes. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 1995 and the unaudited financial statements of Borrower dated as of June 30, 1996 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending December 31, 1995 and June 30, 1996 for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since June 30, 1996, no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since except for changes in oil and gas prices that affect the date industry in which Borrower operates. (f) Borrower has provided Agent true and complete copies of the most recently delivered financial statementsform of the Senior Subordinated Notes and the Indenture governing such notes and such forms have not been modified in any respect since being provided to Agent.

Appears in 1 contract

Samples: Credit Agreement (Forcenergy Inc)

Representations and Warranties of Borrower. In order to induce Bank Administrative Agent and each Lender to enter into this Amendment, Borrower represents and warrants to Bank Administrative Agent and each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual consolidated financial statements of Borrower dated as of December 31, 2003 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Cimarex Energy Co)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank Agent, Co-Agent and each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;Effective Date. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents each Renewal Note and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents each Renewal Note and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documentseach Renewal Note, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents each Renewal Note or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents Renewal Notes will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1995 and the unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1996 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent, Co-Agent and each Lender. Since December 31, 1995, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (TPC Corp)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank thatthe Lenders that the following statements are true, correct and complete as follows: (a) 1. The representations and warranties contained in Section 3 6.01 of the Original Credit Financing Agreement are true and correct in all material respects at and as of the time date hereof (after giving effect to the Common Stock PIPE Transaction Documents and the Second Lien Credit Amendment) as though made on and as of the effectiveness date hereof;. (b) Borrower is duly authorized 2. After giving effect to execute and deliver this Amendment and the other Amendment Documents Waiver, no Event of Default or Default is continuing. 3. The execution, delivery and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery performance of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank Waiver has been duly authorized by all necessary action on the date of the Original Credit Agreement remains in full force and effectpart of, and duly executed and delivered by, the specimen signatures of the officers contained in the Omnibus Certificate are true Borrower and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsWaiver is a legal, the performance by Borrower of its obligations hereunder valid and thereunder and the consummation binding obligation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or Borrower enforceable against the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws applying to affecting creditors' rights generally and by general principles of equity applying to creditors' rights generally; and(regardless of whether such enforcement is sought in a proceeding in equity or at law). 4. The execution, delivery and performance of this Amendment and Waiver and the fulfillment of and compliance with the respective terms hereof by the Borrower does not and will not (ea) No material adverse change has occurred conflict with or result in the financial a breach of any term, condition or businesses provision of or in (b) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Entity or any other Person pursuant to the consolidated financial condition Certificate of Incorporation or businesses bylaws or memorandum and articles of association of Borrower, or any Law, statute, rule or regulation to which Borrower since is subject, or any agreement to which Borrower is subject (other than those which have been obtained on or prior to the date hereof). 5. Borrower has obtained all necessary corporate, governmental, regulatory and other third party consents and approvals required in connection with its execution, delivery and performance of the most recently delivered financial statementsthis Amendment and Waiver and any other documents to be executed by Borrower pursuant hereto.

Appears in 1 contract

Samples: Financing Agreement (Modtech Holdings Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in subsections of Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1998 and the unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1999 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Hecla Mining Co/De/)

Representations and Warranties of Borrower. In order to induce Bank to enter into this AmendmentThe Borrower represents, Borrower represents warrants and warrants to Bank agrees that: (a) The representations 4.1 Borrower owns all right title and warranties contained interest in Section 3 and to the Collateral, free of all liens, security interests, encumbrances and claims whatsoever, except for Permitted Liens. 4.2 Borrower has the full power and authority to, and does hereby grant and convey to the Lender, a perfected security interest in the Collateral as security for the Secured Obligations, free of all liens, security interests, encumbrances and claims, other than Permitted Liens and shall execute such Uniform Commercial Code financing statements in connection herewith as the Lender may reasonably request. Except as set forth herein, no other lien, security interest, adverse claim or encumbrance has been created by Borrower or is. known by Borrower to exist with respect to any Collateral. 4.3 Borrower is a corporation duly organized, legally existing and in good standing under the laws of the Original Credit Agreement are true State of Delaware, and correct at is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and as where the failure to be qualified would have a Material Adverse Effect. 4.4 Borrower's execution, delivery and performance of the time Note(s), this Agreement, all financing statements, all other Loan Documents required to be delivered or executed in connection herewith, and the Warrant Agreement(s) have been duly authorized by all necessary corporate action of Borrower, the effectiveness hereof; (bindividual or individuals executing the Loan Documents and the Warrant Agreement(s) Borrower is were duly authorized to execute and deliver this Amendment do so; and the other Amendment Loan Documents and is the Warrant Agreement(s) constitute legal, valid and will continue binding obligations of the Borrower, enforceable in accordance with their respective terms, subject to be duly authorized to borrow and to perform its obligations under applicable bankruptcy, insolvency, reorganization or other similar laws generally affecting the Credit enforcement of the rights of creditors. 4.5 This Agreement. Borrower has duly taken all corporate action necessary to authorize , the execution and delivery of this Amendment other Loan Documents and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (cWarrant Agreement(s) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with violate any provision provisions of Borrower's [Articles/Certificate of Incorporation], bylaws or any contract, agreement, law, statuteregulation, rule or regulation or the bylaws or partnership agreement of Borrowerorder, or of any material agreementinjunction, judgment, license, order decree or permit applicable writ to or binding upon Borrowerwhich the Borrower is subject, or result in the creation or imposition of any lien, charge security interest or other encumbrance upon the Collateral, other than those created by this Agreement. 4.6 The execution, delivery and performance of this Agreement, the other Loan Documents and the Warrant Agreement(s) do not require the consent or approval of any assets other person or properties entity including, without limitation, any regulatory authority or governmental body of Borrower. Except the United States or any state thereof or any political subdivision of the United States or any state thereof. 4.7 No event which has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. 4.8 No fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute a default under the Loan Agreement between Borrower and Senior Creditor. 4.9 Borrower has filed and will file all tax returns, federal, state and local, which it is required to file and has duly paid or fully reserved for those all taxes or installments thereof (including any interest or penalties) as and when due, which have been duly obtained, no consent, approval, authorization or order of may become due pursuant to such returns or pursuant to any court or governmental authority or third party is required in connection with the execution and delivery assessment received by Borrower of this Amendment and for the other Amendment Documents or to consummate three (3) years preceding the transactions contemplated hereby and thereby; Closing Date, if any (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable including any taxes being contested in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally good faith and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsappropriate proceedings).

Appears in 1 contract

Samples: Subordinated Loan and Security Agreement (Airspan Networks Inc)

Representations and Warranties of Borrower. In order to induce ------------------------------------------ Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan and Security Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan and Security Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' " rights generally and by principles of equity applying to creditors' " rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 1 contract

Samples: Loan and Security Agreement (Citadel Security Software Inc)

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ each Lender to enter into this Amendment, Borrower represents and warrants on the date hereof and as of the Effective Date to Bank each Lender that: (a1) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b2) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c3) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d4) When duly executed and delivered, this Amendment, the Loan Agreement, and each of this Amendment and the other Amendment Documents Loan Document, as affected hereby, will be a legal and binding instrument obligation of each Related Person that is a party hereto and agreement of Borrower, thereto enforceable against such Related Person in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e5) No The audited Consolidated financial statements of Borrower dated as of December 31, 2000 fairly present the Consolidated financial position at such date of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since December 31, 2000, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Loan Agreement (Western Gas Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof as if made at such time. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1997 and the unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1998 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Lender. Since June 30, 1998, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Gulfport Energy Corp)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendmentthe Amendment Documents, each of Borrower and the Subsidiary Guarantors represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Each of Borrower and the Subsidiary Guarantors is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Each of Borrower and the Subsidiary Guarantors has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the its obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by each of Borrower of this Amendment and the other Subsidiary Guarantors of the Amendment Documents, the performance by each of Borrower and the Subsidiary Guarantors of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate or articles of incorporation and bylaws or partnership agreement of BorrowerBorrower and each Subsidiary Guarantor, or of any material agreement, judgment, license, order or permit applicable to or binding upon BorrowerBorrower or any Subsidiary Guarantor, or result in the creation of any lien, charge or encumbrance upon any assets or properties of BorrowerBorrower or any Subsidiary Guarantor. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower or any Subsidiary Guarantor of this the Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Documents. (d) When duly executed and delivered, each of this the Amendment Documents and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of each of Borrower and agreement of Borrowerthe Subsidiary Guarantors, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1994 and the unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1995 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since September 30, 1995, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Hecla Mining Co/De/)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and each of the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit AgreementLoan Documents. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and each of the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (cb) The execution and delivery by Borrower of this Amendment and each of the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or or, except as provided in the Security Agreement, result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and each of the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (dc) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Appears in 1 contract

Samples: Convertible Loan Agreement (Play by Play Toys & Novelties Inc)

Representations and Warranties of Borrower. In order to To induce Bank Lender to enter into this Amendment and the arrangement contemplated by this Amendment, Borrower represents and warrants to Bank thatLender as follows: (a) The representations Borrower has all requisite corporate power and warranties contained corporate authority to execute this Amendment and to perform all of its obligations hereunder, and this Amendment has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligations of Borrower, enforceable against Borrower in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;accordance with its terms. (b) Borrower is duly authorized to execute The execution, delivery and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any other Person, including, without limitation, the Subordinated Creditors, that, if not obtained would have a material adverse effect on the Borrower's financial condition, properties or operations; (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to Borrower, or the articles of incorporation or by-laws of Borrower; or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other (c) Except as disclosed in the Borrower's May 31, 2000 financial statements delivered to Lender or otherwise disclosed in writing to Lender, all of the respective representations and warranties made by Borrower in the Loan Agreement and Loan Documents remain true, complete and correct in all material respects as of the date hereof, including, without limitation, the representations and warranties in Article 5 of the Loan Agreement, except to the extent of any changes to such representations and warranties previously disclosed in writing to Lender. (d) After the execution of this Amendment, Borrower will be in compliance in all material respects with all of the covenants of Borrower under the Loan Agreement and other Loan Documents as of the date of execution of this Amendment. (e) There are no oral agreements, understandings or course of conduct that would modify, amend, rearrange, vary, diminish or impair the Loan Agreement or other Loan Documents or the Obligation of Borrower evidenced thereby or to perform fully the Obligations of Borrower in strict accordance with the Loan Agreement and other Loan Documents, or which would permit Borrower to void or avoid its obligations in whole or in part. No representation or warranty made by Borrower and contained herein or in the Loan Agreement or other Loan Documents, and no certificate, information or report furnished or to be furnished by Borrower in connection with the Loan Agreement or any of the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation Loan Documents or any of the transactions contemplated hereby do not and or thereby, contains or will not conflict with any provision contain a misstatement of law, statute, rule or regulation or the bylaws or partnership agreement of Borrowermaterial fact, or of any omits or will omit to state a material agreement, judgment, license, fact required to be stated in order to make the statements contained herein or permit applicable to or binding upon Borrower, or result therein not misleading in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date light of the most recently delivered financial statementscircumstances under which such statements were made.

Appears in 1 contract

Samples: Loan and Security Agreement (Titan Motorcycle Co of America Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 SECTION 4 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) The Company and Borrower is are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. The Company and Borrower has have duly taken all corporate or partnership action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of the Company and Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by the Company and Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by the Company and Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement of Borrowerlimited partnership of the Company or Borrower (as applicable), or of any material agreement, judgment, license, order or permit applicable to or binding upon the Company or Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Company or Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Company and Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of the Company and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual consolidated financial statements of the Company dated as of December 31, 2003 and the unaudited quarterly consolidated financial statements of the Company dated as of September 30, 2004 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for the Company. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsCompany.

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Representations and Warranties of Borrower. In order to ------------------------------------------ induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in each subsection of Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1996 fairly present Borrower's Consolidated financial position at such date and the Consolidated results of Borrower's operations and changes in Borrower's Consolidated cash flow for the period thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since June 30, 1996, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Loan Agreement (Western Gas Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate and action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower and of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, Borrower enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The unaudited Consolidated quarterly financial statements of Borrower dated as of March 31, 1998 fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since March 31, 1998, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Western Gas Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in subsections of Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is and each Subsidiary Guarantor are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. Borrower has and each Subsidiary Guarantor have duly taken all corporate or limited liability company action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the their respective obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower and each Subsidiary Guarantor of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower and each Subsidiary Guarantor of its their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement other organizational documents of BorrowerBorrower or any Subsidiary Guarantor, or of any material agreement, judgment, license, order or permit applicable to or binding upon BorrowerBorrower or any Subsidiary Guarantor, or result in the creation of any lien, charge or encumbrance upon any assets or properties of BorrowerBorrower or any Subsidiary Guarantor. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower or any Subsidiary Guarantor of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of Borrower and agreement of Borrowereach Subsidiary Guarantor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1998 and the unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1999 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Hecla Mining Co/De/)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) The Company and Borrower is are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. The Company and Borrower has have duly taken all corporate or partnership action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of the Company and Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by the Company and Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by the Company and Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement of Borrowerlimited partnership of the Company or Borrower (as applicable), or of any material agreement, judgment, license, order or permit applicable to or binding upon the Company or Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Company or Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Company and Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of the Company and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of the Company dated as of December 31, 2000 and the unaudited quarterly Consolidated financial statements of the Company dated as of September 30, 2001 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for the Company. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsCompany.

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender to the best knowledge of Borrower that: (a) The Borrower has heretofore made a full disclosure to Lender of its financial position, including full disclosure (either in writing or orally) of all monetary and covenant defaults to the Promissory Note which exist on the date hereof. Furthermore, the Borrower hereby represents and warrants that all representations and warranties contained in Section Article 3 of the Original Credit Subscription Agreement are shall be true and correct at and as of February 9, 2004, except to the time extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the effectiveness hereof;Loan Agreement. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit AgreementPromissory Note. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;there under. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which that have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No That the Borrower discloses that it is desperate for cash, that the loan is critical and necessary to conclude the transaction. (f) That the Borrower instructed Axxxxxx Keplyn Cxxxxxxx and or his Designee to arrange for the funds necessary to complete the down payment requirements of its stock subscription agreement with Lender. (g) That the Borrower represented that as soon as the subscription Agreement was executed, and Mx. Xxxxxx Xxxxxx, Cxxxxx Xxxxxxx, Axxxxxx X. Xxxxxxxx, and Cxxx Olivireri were installed as officers and directors of Urban Television Network Corporation the following would transpire: (1) The lender would become a certified and qualified minority business enterprise; (2) The Borrower would raise funds from Borrower's sources to pay off the remaining balance of the Subscription Agreement; (3) The Company had the ability to bring in new programming for distribution on the Lender network and affiliate stations free of any copyright claims, which would result in claims and or litigation. (h) The Company has been and continues to be unable to fulfill its obligations under the Subscription Agreement and requests an extension of the payment terms under the Subscription Agreement and Promissory Note. (i) Borrower, upon request from Lender, agrees to execute such other and further documents as may be reasonably necessary or appropriate to consummate the transactions contemplated herein or to perfect the liens and security interests intended to secure the payment of the loan evidenced by the Promissory Note. (j) If Borrower shall fail to keep or perform any of the covenants or agreements contained herein or if any statement, representation or warranty contained herein is false, misleading or erroneous in any material adverse change has occurred respect, Borrower shall be deemed to be in default under the Subscription Agreement and Promissory Note and Lender shall be entitled at its sole remedy which is foreclosure of Borrower's stock of URBT held by Lender as security for the payment under the Subscription Agreement, Promissory Note and any other Loan Document. Lender shall forever release the Borrower, its agents, employees, directors, officers, members, managers, attorneys and affiliates of all liabilities and they are held harmless from all causes of action and claims in connection with the transactions between Lender and the Borrower and the operation of the Lender. (k) Borrower further agrees that should it fail to meet the required installments payments as to dates and amounts set forth in the financial condition or businesses or in Loan Documents, that Lender shall be free to enter into a subscription agreement with a third party of its choosing to complete the consolidated financial condition or businesses purchase of any remaining shares of Lender's common stock that Borrower since has not purchased under the Subscription Agreement and Promissory Note at the date Borrower becomes delinquent on the required installment payments set forth in this agreement. (l) Borrower further agrees that should Lender take action to complete the Subscription Agreement with a third party of its choosing, Borrower shall have no rights whatsoever to contest the action of Lender and shall not bring any legal action whatsoever against Lender, its directors, officers, assigns, successors, agents. Borrower shall forever release the Lender, its agents, employees, directors, officers, members, managers, attorneys and affiliates of all liabilities and they are held harmless from all causes of action and claims in connection with the transactions between the Borrower and the Lender and the operation of the most recently delivered financial statementsLender. (m) Borrower further agrees that should Lender take action to complete the Subscription Agreement with a third party of its choosing, Borrower shall instruct its directors, officers and members to immediately resign from the Lender's board of directors and as officers of Lender.

Appears in 1 contract

Samples: Subscription Agreement (Urban Television Network Corp)

Representations and Warranties of Borrower. In order to ------------------------------------------ induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in each subsection of Section 3 4.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1995 fairly present Borrower's Consolidated financial position at such date and the Consolidated results of Borrower's operations and changes in Borrower's Consolidated cash flow for the period thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since September 30, 1995, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Loan Agreement (Western Gas Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained Recitals in Section 3 of the Original Credit Agreement this Amendment are true and correct at and as of the time of the effectiveness hereof;in all respects. (b) All representations and warranties of the Credit Parties in the Loan Agreement and in the other Loan Documents to which it is a party are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, except (i) to the extent that any such representation or warranty expressly relates to an earlier date and (ii) with respect to any information set forth in the Disclosure Schedules as of the Second Amendment Effective Date; provided, that within sixty (60) days of the Second Amendment Effective Date, the Borrower shall deliver to Agents and Lenders supplemental Disclosure Schedules (including marked copies to show the changes made against the Disclosure Schedules delivered to Agents and Lenders on the Restatement Date) which shall be true and correct in all material respects. (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. (d) Borrower has the power, and has been duly authorized by all requisite action, to execute and deliver this Amendment and the other documents and agreements executed and delivered in connection herewith to which it is a party. This Amendment Documents has been duly executed by Borrower and the other documents and agreements executed and delivered in connection herewith to which Borrower is a party have been duly executed and will continue delivered by it. (e) This Amendment is the legal, valid and binding obligation of Borrower and the other documents and agreements executed or delivered in connection herewith to which any of the other Credit Parties is a party are the legal, valid and binding obligations of the other Credit Parties, in each case enforceable against each of the other Credit Parties in accordance with their respective terms, except as such enforceability may be duly authorized to borrow limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally. (f) The execution, delivery and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery performance of this Amendment and the other Amendment Documents documents and agreements executed and delivered in connection herewith do not and will not (i) violate any law, rule, regulation or court order to authorize the performance which any of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date Credit Parties is subject; (ii) conflict with or result in a breach of the Original Credit Agreement remains in full force and effectcertificate of formation or incorporation, and the specimen signatures bylaws, limited liability company agreement or other organizational documents of any of the officers contained Credit Parties or any other agreement or instrument to which it is party or by which the properties of any of the Credit Parties is bound; or (iii) result in the Omnibus Certificate are true and correct;creation or imposition of any Lien on any property of any of the Credit Parties, whether now owned or hereafter acquired, other than Liens in favor of Administrative Agent. (cg) The execution and No consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by Borrower each of the Credit Parties, or the validity or enforceability, of this Amendment and Agreement or the other Amendment Documentsdocuments or agreements executed or delivered in connection herewith to which any of the Credit Parties is a party, the performance by Borrower of its obligations hereunder and thereunder and or the consummation of the transactions contemplated hereby do not and will not conflict with any provision of lawor thereby, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or continuing operations of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in of the creation Credit Parties following the consummation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its termssuch transactions, except as limited otherwise expressly contemplated by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsthis Amendment.

Appears in 1 contract

Samples: Revolving Loan Agreement (Wheeling Pittsburgh Corp /De/)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank Lender, and agrees with Lender, that: 4.1 Borrower owns all right, title or interest in and to the Collateral free of all liens, security interests, encumbrances and claims whatsoever, except for the interest of Lender therein. 4.2 Borrower has the full power and authority to, and does hereby grant and convey to Lender, a valid first priority security interest in the Collateral as security for the Obligations. No other lien, security interest, adverse claim or encumbrance has been created by Borrower, is known by Borrower to exist with respect to any Collateral, or will be crated by Borrower so long as any Obligations are outstanding (a) The representations and warranties contained except as set forth in Section 3 Subsection 6.4 in favor of the Original Credit Agreement are true Connecticut Development Authority). 4.3 Borrower is a corporation duly organized, legally existing and correct at and as in good standing under the laws of the time State of Delaware, and is duly qualified as a foreign corporation in all jurisdictions where the property owned or the business transacted by it make such qualifications necessary. 4.4 Borrower's execution, delivery and performance of the effectiveness hereof; (b) Borrower is Note, this Agreement, the financing statements, and all other Loan Documents required to be delivered or executed in connection herewith have been duly authorized by all necessary corporate action of Borrower; the individual or individuals executing the Loan Documents were duly authorized to execute and deliver this Amendment do so; and the other Amendment Loan Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effectconstitute legal, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal valid and binding instrument and agreement obligations of Borrower, enforceable in accordance with its their respective terms, except as limited by subject to applicable bankruptcy, insolvency and insolvency, reorganization or other similar laws applying generally affecting the enforcement of the rights of creditors. 4.5 All of the equipment which is part of the Collateral is personal property and as used by Borrower is not and will not become fixtures under applicable law. 4.6 This Agreement and the other Loan Documents do not and will not violate any provisions of Borrower's articles or certificate of incorporation, bylaws or any contract, agreement, law, regulation, order, injunction, judgment, decree or writ to creditors' rights generally which Borrower is subject, or result in the creation or imposition of any lien, security interest or other encumbrance upon the Collateral, other than those created by this Agreement. 4.7 The execution, delivery and by principles performance of equity applying this Agreement and the other Loan Documents does not require the consent or approval of any other person or entity, including, without limitation, any regulatory authority or governmental 4.8 No event which has occurred, which has had or could reasonably be expected to creditors' rights generally; and (e) No material adverse change have a Material Adverse Effect has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsand is continuing.

Appears in 1 contract

Samples: Receivables Loan and Security Agreement (Flexiinternational Software Inc/Ct)

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 subsections 4.1, 4.2, 4.4, 4.6 and 4.27 of Article 4 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is Borrower, COG and CDI are each duly authorized to execute and deliver this Amendment and the other Amendment Documents Documents, and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution Borrower, COG and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of CDI have each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;duly (c) The execution and delivery by Borrower Borrower, COG and CDI of this Amendment and the other Amendment DocumentsDocuments (to which each is a party), the performance by Borrower Borrower, COG and CDI of its their respective obligations hereunder and thereunder thereunder, and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, COG or CDI, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, COG or CDI, or result in the creation of any lien, charge or encumbrance (other than those in favor of Lender) upon any assets or properties of Borrower, COG or CDI. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower Borrower, COG and CDI of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, COG and CDI, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 1 contract

Samples: Credit Agreement (Cliffs Drilling Co)

Representations and Warranties of Borrower. In order to induce Bank Administrative Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Bank Administrative Agent and each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement Agreement, are true and correct at and as of the time of the effectiveness hereof;hereof except to the extent that such representation and warranty was made as of a specific date. (b) Borrower Each Restricted Person is duly authorized to execute and deliver this Amendment to the extent a party thereto, and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and Amendment, to the other Amendment Documents extent a party thereto, and to authorize the performance of the its respective obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower each Restricted Person of this Amendment and Amendment, to the other Amendment Documentsextent a party hereto, the performance by Borrower each Restricted Person of its respective obligations hereunder and thereunder hereunder, and the consummation of the transactions contemplated hereby hereby, do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement constituent documents of Borrowerany Restricted Person, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrowerany Restricted Person, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrowerany Restricted Person, except in favor of Administrative Agent for the benefit of Lenders. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower any Restricted Person of this Amendment and Amendment, to the other Amendment Documents extent a party thereto, or to consummate the transactions contemplated hereby and thereby;hereby. (d) When this Amendment has been duly executed and delivered, each of the Loan Documents, as amended by this Amendment and the other Amendment Documents Amendment, will be a legal and binding instrument and agreement of Borrowereach Restricted Person, to the extent a party thereto, enforceable in accordance with its terms, except (subject, as limited by to enforcement of remedies, to applicable bankruptcy, insolvency and similar laws applying applicable to creditors' rights generally and by to general principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsequity).

Appears in 1 contract

Samples: Credit Agreement (Plains All American Pipeline Lp)

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The Except as set forth in the Disclosure Schedule attached hereto as Exhibit A, the representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of this Amendment and the other Amendment Documents and to authorize the consummation of the transactions contemplated hereby and the performance of its obligations hereunder. Borrower is duly authorized to borrow funds under the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Agreement. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not (i) conflict with any provision of law(1) any Law, statute, rule or regulation or (2) the bylaws or partnership agreement organizational documents of Borrower, or of (3) any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or (ii) result in the acceleration of any Indebtedness owed by Borrower, or (iii) result in or require the creation of any lien, charge or encumbrance Lien upon any assets or of properties of Borrower. Except for those which have been duly obtained, as expressly contemplated in the Loan Documents no consent, approval, authorization or order of any court of, and no notice to or governmental authority filing with, and Tribunal or third party is required in connection with the execution and execution, delivery or performance by Borrower of this Amendment and the other Amendment Documents or to consummate the any transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal legal, valid and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and or similar laws applying Laws of general application relating to the enforcement of creditors' rights generally and by principles of equity applying to creditors' rights generally; andrights. (e) No material adverse change has occurred in the The audited annual Consolidated financial condition or businesses or in the consolidated financial condition or businesses statements of Borrower since dated as of December 31, 2000, and the date unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 2001, fairly present Borrower's Consolidated financial position at such dates and the most recently Consolidated results of Borrower's operations and Borrower's Consolidated cash flows for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered financial statementsto each Lender. Since such dates no Material Adverse Change has occurred.

Appears in 1 contract

Samples: Credit Agreement (St Mary Land & Exploration Co)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendmentthe Amendment Documents, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this the Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Documents. (d) When duly executed and delivered, each of this the Amendment Documents and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1994 and the unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1995 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since June 30, 1995, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Hecla Mining Co/De/)

Representations and Warranties of Borrower. In order to To induce Bank Lender to enter into this Amendment and the arrangement contemplated by this Amendment, Borrower represents and warrants to Bank thatLender as follows: (a) The representations Borrower has all requisite corporate power and warranties contained corporate authority to execute this Amendment and to perform all of its obligations hereunder, and this Amendment has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligations of Borrower, enforceable against Borrower in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;accordance with its terms. (b) Borrower is duly authorized to execute The execution, delivery and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any other Person, including, without limitation, the Subordinated Creditors, that, if not obtained would have a material adverse effect on the Borrower's financial condition, properties or operations; (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to Borrower, or the articles of incorporation or by-laws of Borrower; or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which Borrower is a party or by which it or its properties may be bound or affected. (c) Except as disclosed in the Borrower's May 31, 2000 financial statements delivered to Lender or otherwise disclosed in writing to Lender, all of the respective representations and warranties made by Borrower in the Loan Agreement and Loan Documents remain true, complete and correct in all material respects as of the date hereof, including, without limitation, the representations and warranties in Article 5 of the Loan Agreement, except to the extent of any changes to such representations and warranties previously disclosed in writing to Lender. (d) After the execution of this Amendment, Borrower will be in compliance in all material respects with all of the covenants of Borrower under the Loan Agreement and other Loan Documents as of the date of execution of this Amendment. (e) There are no oral agreements, understandings or course of conduct that would modify, amend, rearrange, vary, diminish or impair the Loan Agreement or other Loan Documents or the Obligation of Borrower evidenced thereby or to perform fully the Obligations of Borrower in strict accordance with the Loan Agreement and other Loan Documents, or which would permit Borrower to void or avoid its obligations in whole or in part. No representation or warranty made by Borrower and contained herein or in the Loan Agreement or other Loan Documents, and no certificate, information or report furnished or to be furnished by Borrower in connection with the Loan Agreement or any of the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation Loan Documents or any of the transactions contemplated hereby do not and or thereby, contains or will not conflict with any provision contain a misstatement of law, statute, rule or regulation or the bylaws or partnership agreement of Borrowermaterial fact, or of any omits or will omit to state a material agreement, judgment, license, fact required to be stated in order to make the statements contained herein or permit applicable to or binding upon Borrower, or result therein not misleading in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date light of the most recently delivered financial statementscircumstances under which such statements were made.

Appears in 1 contract

Samples: Loan and Security Agreement (Titan Motorcycle Co of America Inc)

Representations and Warranties of Borrower. In order to ------------------------------------------ induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate and action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower and of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will each be a legal and binding instrument and agreement obligation of Borrower, Borrower enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The Consolidated financial statements of Borrower dated as of September 30, 1998 fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since September 30, 1998, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Western Gas Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 2003 and the unaudited monthly Consolidated financial statements of Borrower dated as of January 31, 2005 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Fieldstone Investment Corp)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank thatAgent and Lenders, which representations and warranties shall survive the execution and delivery hereof, that on and as of the date hereof and after giving effect to this Amendment: (a) The representations Borrower has full power, authority and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized legal right to execute and deliver enter into this Amendment and the other First Amendment Transaction Documents and to which it is and will continue to be duly authorized to borrow a party and to perform all its obligations under respective Obligations hereunder and thereunder. This Amendment and the Credit Agreementother First Amendment Transaction Documents have been duly executed and delivered by Xxxxxxxx, and this Agreement and such other First Amendment Transaction Documents constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery and delivery performance of this Amendment and the other First Amendment Transaction Documents (i) are within Borrower's corporate power, have been duly authorized by all necessary corporate action, are not in contravention of law or the terms of Borrower's Organizational Documents or to the conduct of Borrower's business or of any Material Agreement or undertaking to which Borrower is a party or by which Borrower is bound, (ii) will not conflict with or violate any law or regulation, or any judgment, order or decree of any Governmental Body, (iii) will not require the Consent of any Governmental Body, any party to a Material Agreement or any other Person, except those Consents which will have been duly obtained, made or compiled prior to the Closing Date and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains which are in full force and effect, effect and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (civ) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with with, result in any provision breach in any of law, statute, rule or regulation or the bylaws or partnership agreement of Borrowerprovisions of, or constitute a default under, the provisions of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or Material Agreement nor result in the creation of any lien, charge or encumbrance Lien upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and therebyCollateral; (db) When duly executed Each representation and delivered, warranty of Borrower set forth in the Credit Agreement and in each of this Amendment and the other Amendment Loan Documents will to which Borrower is a party is hereby restated and affirmed as true and correct in all material respects (without duplication of any materiality qualifier) as of the date hereof as though made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be a legal true and binding instrument and agreement correct in all material respects as of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generallysuch earlier date); and (ec) No material adverse change has Default or Event of Default shall have occurred in the financial condition or businesses or in the consolidated financial condition or businesses and be continuing as of Borrower since the date of hereof, immediately prior to and after giving effect to this Amendment. Borrower acknowledges that Agent and Lenders are specifically relying upon the most recently delivered financial statementsrepresentations, warranties and agreements contained herein and that such representations, warranties and agreements constitute a material inducement to Agent and Lenders in entering into this Amendment.

Appears in 1 contract

Samples: Loan and Security Agreement (Banyan Acquisition Corp)

Representations and Warranties of Borrower. In order to induce Bank each Term Lender to enter into this Amendment, Borrower represents and warrants to Bank each Term Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Term Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower Each Related Person is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Term Agreement. Borrower Each Related Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;such Related Person hereunder. (c) The execution and delivery by Borrower each Related Person of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower each Related Person of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles or certificate of incorporation and bylaws or partnership agreement of Borrowerany Related Person, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrowerany Related Person, or result in the creation of any lien, charge or encumbrance upon any assets or properties of BorrowerRelated Persons. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower each Related Person of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Term Agreement will be a legal and binding instrument and agreement obligation of Borrowereach Related Person, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1995 and the unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1996 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Term Lender. Since December 31, 1995, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Term Facility Credit Agreement (TPC Corp)

AutoNDA by SimpleDocs

Representations and Warranties of Borrower. In order (a) Except as disclosed in Borrower’s filings with the Commission, Borrower hereby represents and warrants that: (i) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to induce Bank do business and is in good standing wherever the nature of the business conducted by Borrower makes such qualification necessary. (ii) Borrower has the corporate power and authority to own its property and to conduct its business and holds such licenses and certificates as may be applicable and required for the conduct of its business; and Borrower has the corporate power and authority to enter into this Amendment, Borrower represents Agreement and warrants to Bank that:consummate all transactions contemplated in this Agreement. (aiii) The representations and warranties contained in Section 3 of the Original Credit This Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Loan Documents constitute valid, continuing, legal and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the binding obligations of Borrower hereunder and thereunder. are enforceable against Borrower in accordance with their terms, subject however, to creditors’ rights generally. (iv) The Omnibus Certificate making of each Borrower delivered to Bank this Agreement has been duly authorized by all necessary corporate action on the date part of Borrower, including Board of Directors approval, does not require the Original Credit Agreement remains in full force and effectapproval of, and or the specimen signatures giving of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the notice to, any other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not entity or third person; and will not conflict with violate any provision of law, statute, rule law or regulation or the bylaws or partnership agreement of Borrower’s Articles of Incorporation or Bylaws, or of result in the breach of, constitute a default under, contravene any material agreement, judgment, license, order or permit applicable to or binding upon Borrowerprovision of, or result in the creation of any lien, charge charge, encumbrance or security interest upon any property or assets of Borrower. (v) The individuals executing this Agreement on behalf of Borrower are duly authorized officers of Borrower and are authorized to execute this Agreement and to take any and all other actions contemplated or required by this Agreement. (vi) There are no suits or proceedings pending or, to the knowledge of Borrower, threatened in any court or before any regulatory commission, board or other administrative or governmental agency against Borrower, which if adversely determined would have a material adverse effect on the financial condition of Borrower or the business of Borrower or which if determined adversely to the Borrower would result in the inability of Borrower to perform this Agreement. (vii) The Financing Statement constitutes a valid and enforceable security interest in the Collateral described therein. (ix) There are no mortgages, pledges, security interests, liens, charges, leases, encumbrances or claims on or with respect to the Collateral, or any part thereof, or any title interest therein or any proceeds thereof, which have a priority superior to the lien and priority positions of the Lender’s security interest. (x) As of the date of this Agreement, Borrower is not insolvent as defined by the United States Bankruptcy Code, the Delaware Fraudulent Conveyances Act, by the insolvency provisions of the Delaware Business Corporation Law or by law or usage of any court of law or equity of the State of Delaware. (xi) As of the date of this Agreement, Borrower has complied with all the terms and conditions of this Agreement. (xii) The execution, delivery and performance of this Agreement and the Loan Documents will not violate any provisions of any indenture, agreement, or other instrument to which Borrower or any of Borrower’s properties or assets are bound, and will not be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the properties or assets or properties of Borrower. Except for those which have been duly obtained. (xiii) No authorization, no consent, approval, authorization license or order of exemption of, and no registration, qualification, designation, declaration or filing with any court or governmental authority department, commission, board, bureau, agency or third party instrumentality, domestic or foreign is required in connection with necessary to the valid execution and delivery by Borrower of this Amendment Agreement, the Loan Documents or any other documents evidencing or relating to the Loan. (xiv) The most recent financial statements of Borrower delivered to the Lender represent fairly its financial position as of the date thereof; and the other Amendment Documents results of its operations for the period indicated; and show all known liabilities, direct or to consummate contingent, of Borrower as of the transactions contemplated hereby and thereby; (d) When duly executed and delivereddate thereof. Since the date of such financial statements, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No there has been no material adverse change in the condition, financial or otherwise, of Borrower or in the business and properties of Borrower and, since such date, Borrower has occurred not incurred, other than in the ordinary course of business, any indebtedness, liabilities, obligations or commitments, contingent or otherwise. (xv) Neither this Agreement nor any other document, statement, financial statement, or certificate furnished to Lender by or on behalf of Borrower in connection herewith, contains an untrue statement of a material fact with respect to the financial condition or businesses properties of Borrower or omits to state a material fact necessary to make the statements contained therein not misleading or, insofar as Borrower can now foresee, may in the consolidated future materially adversely affect the financial condition or businesses properties of Borrower since which has not been set forth in this Agreement or in a document, statement, financial statement or certificate furnished to Lender in connection herewith. (xvi) The Borrower is in compliance with all laws, rules, regulations, judgments, decrees, orders, agreements and requirements which affect in any material way the Borrower, its assets or the operation of its business and has not received, and has no knowledge of, any order or notice of any governmental investigation or of any violation or claim of violation of any law, regulation, judgment, decree, order, agreement, or other governmental requirement. The Borrower is not in default under any term of any indenture, contract, lease, agreement, instrument or other commitment to which any of them is a party or by which any of them is bound. The Borrower knows of no dispute regarding any indenture, contract, lease, agreement, instrument or other commitment which could reasonably be expected to have a material adverse effect on the Borrower’s financial condition. (b) Borrower hereby confirms, represents and warrants that the representations and warranties set out in the Loan Documents are true and correct as of the date of the most recently delivered financial statementsthis Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Lattice INC)

Representations and Warranties of Borrower. In order To induce Lender to induce Bank make the Advance pursuant to enter into this AmendmentAgreement and to provide the Facility, Borrower hereby represents and warrants to Bank thatLender as follows, as of the date hereof and as of the date of the Advance: (a) The representations Borrower is a company, duly organized under the laws of its jurisdiction of formation and warranties contained validly existing in Section 3 good standing under the laws of the Original Credit British Virgin Islands and in all jurisdictions in which it is required to be in good standing, and has all requisite power and authority and legal right to own its property and to carry on its business as it is now being conducted, and Borrower has all requisite power and authority and legal right to enter into this Agreement are true and correct at the other Loan Documents entered into by it and as to perform all of its obligations hereunder and thereunder. Borrower has no Subsidiaries. Schedule 6(a) sets forth the time capitalization of Borrower and identifies the effectiveness hereof;name and address of every Person owning any equity interests, or right to acquire any equity interests, in Borrower. (b) Borrower is duly authorized possesses all Permits and owns or has unrestricted right to execute and deliver this Amendment and use, without conflict with the other Amendment Documents and is and will continue rights of others, all property purported to be duly authorized owned by Borrower, necessary for the operation of its business as now conducted or as proposed to borrow be conducted, and Borrower is not in violation of any valid rights of others with respect to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance any of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;foregoing. (c) The execution and delivery by Borrower of this Amendment any of the Loan Documents to which it is a party, and the other Amendment Documents, the performance by Borrower of its obligations hereunder thereunder, have been duly authorized by all necessary action, and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with not: (i) require any further action, consent or approval on the part of Borrower; (ii) violate any provision of law, statuterule, rule regulation, order, writ, judgment, injunction, decree, determination or regulation award presently in effect having applicability to Borrower, or the bylaws organizational documents of Borrower; or partnership (iii) result in any breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower is a party or by which Borrower or its properties may be bound or affected, and Borrower is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument. (d) The Loan Documents entered into by Borrower have been duly executed and delivered by Borrower and are legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, subject to the effect of (i) bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors' rights in general (including, without limitation, the effect of statutory and other laws regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and (ii) the exercise of judicial discretion and the application of principles of equity, including, without limitation, requirements of good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law). (e) There is no material action, suit, proceeding, inquiry or investigation, at law or in equity, or before any court, governmental instrumentality, public board or arbitrator pending or threatened against or affecting Borrower or any of its properties or rights, wherein an unfavorable decision, ruling or finding would (i) to the extent not covered by insurance as to which the insurer has not disclaimed coverage, result in any material agreementadverse change in the financial condition, judgmentbusiness, license, order properties or permit operations of Borrower; (ii) materially or adversely affect the transactions evidenced by the Loan Documents; (iii) materially impair the right of Borrower to carry on its business substantially as now conducted; or (iv) adversely affect the validity or enforceability of the Loan Documents or have a material adverse effect on Lender. (f) Borrower is in compliance with all laws applicable to Borrower or binding upon Borrower, its properties or result assets. (g) Borrower is a pre-existing company and has not been created as a vehicle to obtain the Advance. The proceeds of the Advance will be used by Borrower for the purposes set forth in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required Section 6(n) in connection with the execution operation of Borrower's business, and delivery the proceeds of the Advance will not be paid over or diverted by Borrower of this Amendment and the other Amendment Documents to any member, manager, officer, director or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement shareholder of Borrower, enforceable any Guarantor or any other person other than as agreed upon in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; andSection 6(n). (eh) No There has been no material adverse change has occurred in the condition, financial condition or businesses or in the consolidated financial condition or businesses otherwise, of Borrower since the date of the most recently delivered financial statements.December 31,

Appears in 1 contract

Samples: Line of Credit Agreement (Oak Finance Investments LTD)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;; except to the extent such representations or warranties relate to an earlier date in which case such representation or warranty shall be true and correct as of such earlier date or as otherwise disclosed to the Bank in writing. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 1 contract

Samples: Loan and Security Agreement (Pfsweb Inc)

Representations and Warranties of Borrower. In order to induce Bank Agent to enter into this AmendmentAmendment on behalf of Majority Lenders, Borrower represents and warrants to Bank Agent for the benefit of each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct in all material respects at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to issue the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;2007 Senior Subordinated Notes. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation issuance of the transactions contemplated hereby 2007 Senior Subordinated Notes by Borrower do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and or the other Amendment Documents or to consummate issuance of the transactions contemplated hereby and thereby;2007 Senior Subordinated Notes. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 1995 and the unaudited financial statements of Borrower dated as of September 30, 1996 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending December 31, 1995 and September 30, 1996 for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since September 30, 1996, no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since except for changes in oil and gas prices that affect the date industry in which Borrower operates. (f) Borrower has provided Agent true and complete copies of the most recently delivered financial statementsform of the 2007 Senior Subordinated Notes and the 1997 Indenture governing such notes and such forms have not been modified in any respect since being provided to Agent.

Appears in 1 contract

Samples: Credit Agreement (Forcenergy Inc)

Representations and Warranties of Borrower. In order This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank that: (a) The representations Borrower represents and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize warrants that the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effectAmendment, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder under this Amendment and the consummation of the transactions contemplated hereby other Loan Documents, as amended, are within Borrower's corporate powers, have been duly authorized by all necessary corporate action, have received all necessary governmental approvals (if any shall be required) and do not and will not contravene or conflict with any provision provisions of law, statute, rule or regulation or the bylaws Articles of Incorporation or partnership corporate By-Laws of Borrower or of any other agreement binding upon Borrower; (b) Borrower represents and warrants that this Amendment, and each other instrument executed by Borrower concurrently herewith, is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement thereof may be subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and to the general principles of any material agreement, judgment, license, order equity (regardless of whether such enforcement is sought in a proceeding in equity or permit applicable to or binding upon Borrower, or result at law); (c) Borrower represents and warrants that all of the representations and warranties of Borrower made in the creation Loan Documents are true and correct as of any lienthe date hereof, charge except where such representation or encumbrance upon any assets or properties of Borrowerwarranty specifically relates to an earlier date. Except for those which have been duly obtainedBorrower hereby expressly remakes and reaffirms each and every representation, no consent, approval, authorization or order of any court or governmental authority or third party is required warranty and covenant set forth in connection with the execution and delivery by Borrower of this Amendment Agreement and the other Amendment Loan Documents or to consummate which Borrower is a party to and for the transactions contemplated hereby benefit of Agent and thereby;Lenders, as if made on the date herein and fully set forth herein. (d) When duly executed Borrower represents and deliveredwarrants that no Event of Default or Unmatured Default under the Loan Documents exists and Borrower is in full compliance with all of the terms, each conditions and all provisions of this Amendment the Agreement and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; andLoan Documents. (e) No material adverse change has occurred Borrower represents and warrants that it is Borrower's belief, based upon Borrower's best knowledge that Borrower shall, on or before September 30, 1998 publicly offer and sell securities, in the financial condition form of preferred stock of Borrower, resulting in net proceeds of sale to Borrower in an amount of not less than $45,000,000 and Borrower has no knowledge that would lead Borrower to believe that such offering of securities shall not be effected or businesses or that net proceeds in an amount of less than $45,000,000 would not be paid to Borrower therefrom. Borrower represents and warrants that the sale of such securities shall be effected in compliance with the provisions of Section 6.3(f) of the Loan Agreement and that the net proceeds thereof shall be paid to Bank in accordance with the provisions of Section 3.3(d) of the Loan Agreement. (f) Borrower, Bank and NationsBank, N.A. are in the consolidated financial condition or businesses process of Borrower since the date negotiating an amendment of the most recently delivered financial statementsLoan Agreement, pursuant to which the Maximum Principal Amount would be increased to $75,000,000 and a portion of the Loans would be sold by Bank to NationsBank, N.A., a co-lender. Borrower represents and warrants to Bank that Borrower has no knowledge that would lead Borrower to believe that such amendment will not be effected on or before September 30, 1998.

Appears in 1 contract

Samples: Loan Agreement (Firstcity Financial Corp)

Representations and Warranties of Borrower. In order to induce Bank Administrative Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Bank Administrative Agent and each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that such representation and warranty was made as of a specific date. (b) Borrower is duly authorized to execute and deliver this Amendment Amendment, to the extent a party thereto, and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the its obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower it of its obligations hereunder and thereunder hereunder, and the consummation of the transactions contemplated hereby hereby, do not and will not conflict with any provision of law, statute, rule any Law or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance Lien upon any assets or properties of Borrower, except in favor of Administrative Agent and other Permitted Liens. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority Tribunal or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and each of the other Amendment Documents Loan Documents, as amended hereby, will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except (subject, as limited by to enforcement of remedies, to applicable bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying applicable to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements).

Appears in 1 contract

Samples: Credit Agreement (Plains All American Pipeline Lp)

Representations and Warranties of Borrower. In order to induce Bank Agent to enter into this Amendment, Borrower represents and warrants as of the date on which this Amendment becomes effective to Bank Agent that: (a) The representations and warranties contained in Section 3 Article V of the of the Original Credit Agreement (as amended hereby) are true and correct at and as of the time of the effectiveness hereof;hereof and after giving effect to the Stock Purchase Agreement. (b) Borrower Each Restricted Person is duly authorized to execute and deliver this each Amendment Document to which it is a party and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower is duly authorized to execute and deliver the Stock Purchase Agreement. Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery of this each Amendment and the other Amendment Documents Document to which it is a party and to authorize the performance of the obligations of Borrower it hereunder and thereunder. The Omnibus Certificate of each Borrower delivered has duly taken all corporate action necessary to Bank on authorize the date execution and delivery of the Original Credit Stock Purchase Agreement remains in full force and effect, and to authorize the specimen signatures performance of the officers contained in the Omnibus Certificate are true and correct;obligations of it thereunder. (c) The execution and delivery by (i) Borrower of this the Stock Purchase Agreement and (ii) each Restricted Person of the Amendment and the other Amendment DocumentsDocuments to which it is a party, the performance by Borrower each Restricted Person of its obligations hereunder and thereunder thereunder, and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrowerany Restricted Person, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrowerany Restricted Person, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrowerany Restricted Person. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by (i) Borrower of this Amendment and the other Stock Purchase Agreement or (ii) each Restricted Person of the Amendment Documents to which it is a party, or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this the Stock Purchase Agreement and each Loan Document, as amended by the Amendment and the other Amendment Documents Documents, will be a legal and binding instrument and agreement of Borrowereach Restricted Person that is a party thereto, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and. (e) No The audited annual financial statements of Borrower dated as of March 31, 1999, and the unaudited quarterly financial statements of Borrower dated December 31, 1999 fairly present the financial position at such dates and the statement of operations and the changes in financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since December 31, 1999, no material adverse change has occurred in the financial condition or businesses or of Borrower. (f) Each condition precedent to the effectiveness of the Stock Purchase Agreement has occurred and the acquisition by Borrower of all of the issued and outstanding capital stock of PEI pursuant to the Stock Purchase Agreement has occurred. (g) Each representation and warranty made by Borrower with respect to itself, PEI, and Borrower's other Subsidiaries in the consolidated financial condition or businesses of Borrower since the date Stock Purchase Agreement is true and correct at and as of the most recently delivered financial statementseffectiveness hereof.

Appears in 1 contract

Samples: Credit Agreement (North Coast Energy Inc / De/)

Representations and Warranties of Borrower. In order to induce Bank Agent and Majority Lenders to enter into this First Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment First Amendment, and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this First Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsFirst Amendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this First Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment First Amendment, and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, Borrower enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Appears in 1 contract

Samples: Credit Agreement (Pacific Energy Partners Lp)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants as to Bank itself and each Restricted Person, to Lenders that: (a) The All representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at on and as of the time of date hereof (except to the effectiveness hereof;extent that the facts upon which such representations are based have been changed by transactions and events expressly permitted by the Credit Agreement. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents each Renewal Note and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents each Renewal Note and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documentseach Renewal Note, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents each Renewal Note or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents Renewal Notes will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and. (e) No The Consolidated financial statements of Borrower dated as of October 31, 1997 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since October 31, 1997, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (STB Systems Inc)

Representations and Warranties of Borrower. In order to To induce Bank the Banks and Agents to enter into this Second Amendment, Borrower represents TEL and warrants TEC hereby jointly and severally represent and warrant to each Bank thatand each Agent as follows: (a) The representations Each representation and warranties warranty of each Borrower contained in Section 3 of the Original Credit Agreement are and the other Loan Papers is true and correct at on the date hereof and as of will be true and correct after giving effect to the time of release contemplated by Section 1 hereof and the effectiveness amendments set forth in Section 2 hereof;. (b) Borrower is The execution, delivery and performance by TEL and TEC of this Second Amendment are within such Person's corporate powers, have been duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all by necessary corporate action, require no action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains by or in full force and effectrespect of, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documentsor filing with, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby any Governmental Authority do not and will not conflict with violate or constitute a default under any provision of law, statute, rule Law or regulation or the bylaws or partnership any agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, TEL or any of its Material Subsidiaries or result in the creation or imposition of any lien, charge or encumbrance Lien upon any of the assets of TEL or properties any of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the its Subsidiaries other Amendment Documents or to consummate the transactions contemplated hereby and thereby;than Permitted Encumbrances. (dc) When duly executed and delivered, each of this This Second Amendment and constitutes the other Amendment Documents will be a legal valid and binding instrument obligation of TEL and agreement of Borrower, TEC enforceable against each such Person in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency and or similar laws applying to creditors' affecting creditor's rights generally generally, and (ii) the availability of equitable remedies may be limited by equitable principles of equity applying general application. (d) Neither Borrower has any defense to creditors' payment, counterclaim or right of set-off with respect to the Obligations existing on the date hereof. TEL further represents and warrants that after giving effect to the execution and delivery of the Release, TEL shall remain fully and unconditionally obligated for the payment and performance in full of all of the Obligations, and the Credit Agreement, the Notes and the other Loan Papers constitute the valid and binding obligation of TEL enforceable in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor's rights generally; and, and (ii) the availability of equitable remedies may be limited by equitable principles of general application. (e) No material adverse change The 1997 Notes have been paid in full, the 1997 Notes Indenture has occurred in been terminated and neither TEL nor TEC has any obligation or liability thereunder. Not more than $1,000,000 is outstanding under the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements9 3/4% Notes.

Appears in 1 contract

Samples: Second Amendment to Credit Agreement (Triton Energy LTD)

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ each Lender to enter into this Amendment, Borrower represents and warrants on the date hereof and as of the Effective Date to Bank each Lender that: (a1) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b2) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c3) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d4) When duly executed and delivered, this Amendment, the Loan Agreement, and each of this Amendment and the other Amendment Documents Loan Document, as affected hereby, will be a legal and binding instrument obligation of each Related Person that is a party hereto and agreement of Borrower, thereto enforceable against such Related Person in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e5) No The audited Consolidated financial statements of Borrower dated as of December 31, 1999 and the unaudited Consolidated financial statements of Borrower dated as of June 30, 2000 fairly present the Consolidated financial position at such dates of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since June 30, 2000, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Loan Agreement (Western Gas Resources Inc)

Representations and Warranties of Borrower. In order to To induce Bank the Lenders to enter into this Amendment, and to amend the Credit Agreement and the other Loan Documents as provided herein, the Borrower and each of the Guarantors hereby represents and warrants to Bank that: (a) The representations Borrower has full power, authority and warranties contained in Section 3 legal right to execute, deliver and perform this Amendment, the Credit Agreement as amended hereby and the New Notes, and each of the Original Credit Agreement are true Guarantors has full power, authority and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized legal right to execute and deliver this Amendment. The Borrower has duly executed and delivered this Amendment and the New Notes, and each of the Guarantors has duly executed and delivered this Amendment. (b) This Amendment, the Credit Agreement as amended hereby and the New Notes are the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, and this Amendment is the legal, valid and binding obligation of each of the Guarantors, enforceable against each such Guarantor in accordance with its terms, in each case as enforceability may be subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors' rights generally and to the application of general principles of equity. (c) No consent, approval or authorization of or declaration, registration or filing with any governmental authority or any nongovernmental person or entity, including, without limitation, any creditor or stockholder of the Borrower or any Guarantor, is required on the part of the Borrower or any Guarantor in connection with the execution, delivery and performance of this Amendment Documents or the New Notes or the transactions contemplated hereby or thereby or as a condition to the legality, validity or enforceability of this Amendment, the Credit Agreement as amended hereby or the New Notes. (d) No event has occurred and is and continuing or will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize result from the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance that constitutes an Event of the obligations Default or Potential Event of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsDefault.

Appears in 1 contract

Samples: Credit Agreement (McIi Holdings Usa Inc)

Representations and Warranties of Borrower. In order to induce Bank Banks to enter into this Amendment, Borrower represents and warrants to Bank Banks that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Amended Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Amended Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement articles of organization and regulations of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Amended Agreement and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.rights

Appears in 1 contract

Samples: Credit Agreement (Inland Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank Lenders to enter into this Amendment, Borrower represents and warrants to Bank Agent for the benefit of each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct in all material respects at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 1997 and the unaudited financial statements of Borrower dated as of June 30, 1998 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since June 30, 1998, no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since except for changes in oil and gas prices that affect the industry in which Borrower operates. (f) Set forth on the signature pages to this Amendment is each Lender's Percentage Share and share of the Maximum Loan Amount in effect as of the date of the most recently delivered financial statementsthis Amendment.

Appears in 1 contract

Samples: Credit Agreement (Forcenergy Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in subsections of Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is and each Subsidiary Guarantor are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. Borrower has and each Subsidiary Guarantor have duly taken all corporate or limited liability company action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the their respective obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower and each Subsidiary Guarantor of this Amendment and the other Amendment Documents, the performance by Borrower and each Subsidiary Guarantor of its their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement other organizational documents of BorrowerBorrower or any Subsidiary Guarantor, or of any material agreement, judgment, license, order or permit applicable to or binding upon BorrowerBorrower or any Subsidiary Guarantor, or result in the creation of any lien, charge or encumbrance upon any assets or properties of BorrowerBorrower or any Subsidiary Guarantor. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower or any Subsidiary Guarantor of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and Amendment, the other Amendment Documents Documents, and the Credit Agreement will be a legal and binding instrument obligation of Borrower and agreement of Borrowereach Subsidiary Guarantor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1998 and the unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1999 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date Borrower. (f) No operating agreement (or other similar limited liability company agreement) has been consented to, adopted or approved by or on behalf of the most recently delivered financial statements.Mountain West, L.L.C.

Appears in 1 contract

Samples: Credit Agreement (Hecla Mining Co/De/)

Representations and Warranties of Borrower. In order to ------------------------------------------ induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in each subsection of Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1995 fairly present Borrower's Consolidated financial position at such date and the Consolidated results of Borrower's operations and changes in Borrower's Consolidated cash flow for the period thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since September 30, 1995, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Loan Agreement (Western Gas Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank Lenders to enter into this Amendment, Borrower represents and warrants to Bank Agent for the benefit of each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct in all material respects at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents Renewal Notes and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to issue the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Renewal Notes. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation issuance of the transactions contemplated hereby Renewal Notes by Borrower do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and or the other Amendment Documents or to consummate issuance of the transactions contemplated hereby and thereby;Renewal Notes. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents Renewal Notes will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 1997 and the unaudited financial statements of Borrower dated as of March 31, 1998 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since March 31, 1998, no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since except for changes in oil and gas prices that affect the date of industry in which Borrower operates. (f) Borrower will use the most recently delivered financial statementsproceeds from Advances made under the increased Borrowing Base (i) to acquire and develop oil and gas properties, (ii) to purchase additional working interests in Australian coalbed methane properties, (iii) to purchase overriding royalty interests on Redoubt Shoal and (iv) to carry out its oil and gas operations consistent with past practice.

Appears in 1 contract

Samples: Credit Agreement (Forcenergy Inc)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, (1) The Borrower represents and warrants to Bank that:the Lenders and the Agent that the matters set forth in each of the following items are true as of the date of this Agreement and the Drawdown Date (if a specific point in time is specified in each of the following items, as of that point in time). (i) The Borrower is a stock company duly incorporated and validly existing under the laws of Japan. (ii) The execution and performance of this Agreement by the Borrower and transactions thereunder are within the corporate purposes of the Borrower and the Borrower has completed all procedures required by Laws and Regulations, etc. and the Articles of Incorporation and other internal regulations of the Borrower in connection therewith. (iii) The execution and performance of this Agreement by the Borrower and transactions hereunder do not (a) contradict the Laws and Regulations, etc. which bind the Borrower, (b) contradict the Articles of Incorporation or other internal regulations of the Borrower, or (c) contradict any agreements with third parties to which the Borrower is a party or which bind the Borrower or its assets. (iv) The person who signs or affixes his/her name and seal on this Agreement on behalf of the Borrower is authorized to sign or affix his/her name and seal on this Agreement on behalf of the Borrower by the procedures required by the Laws and Regulations, etc., the Articles of Incorporation or other internal regulations. (v) This Agreement legally and validly binds the Borrower and is enforceable in accordance with each of its terms. (vi) Reports, etc. prepared by the Borrower are accurate in light of the accounting standards which is generally accepted as fair and appropriate in Japan and duly prepared, and if such Reports, etc. are required to be audited under the Laws and Regulations, etc., they have been audited as necessary. (vii) After the closing of the account settlement in March 2023, no material change has occurred which will cause a deterioration of the business, assets, or financial condition of the Borrower as indicated in the Reports, etc. (the audited Reports, etc. in cases where such Reports, etc. are required to be audited pursuant to the Laws and Regulations, etc. or where such Reports, etc. have been otherwise audited) prepared by the Borrower for such accounting period and which may materially affect the performance of its obligations under this Agreement. (viii) No lawsuit, arbitration, administrative procedure, or any other dispute has commenced or is likely to commence with respect to the Borrower, which will or may cause material adverse effects on the performance of its obligations under this Agreement. (ix) No event specified in each item of Paragraph 1 or Paragraph 2 of Article 18 has occurred or is likely to occur. (x) The Borrower does not fall under any of (a) to (n) below. (a) The representations and warranties contained in Section 3 An organized crime group (meaning an organization that is likely to encourage its members (including members of a constituent body of the Original Credit Agreement are true and correct at and as of organization) to collectively or habitually engage in violent illegal acts, etc.; hereinafter the time of the effectiveness hereof;same) (b) Borrower is duly authorized to execute and deliver this Amendment and An organized crime group member (meaning a member of an organized crime group; hereinafter the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;same) (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do A person for whom five years have not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable passed since he/she ceases to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;be an organized crime group member (d) When duly executed A quasi-member of an organized crime group (meaning a person who is associated with an organized crime group, other than an organized crime group member and deliveredis likely to commit violent illegal acts, each etc. on the back of this Amendment and force of an organized crime group, or cooperates or is involved in maintaining or operating an organized crime group such as by supplying funds, weapons, etc. to the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generallyorganized crime group or an organized crime group member; andhereinafter the same) (e) No material adverse change has occurred An organized crime group affiliate company (meaning a company in whose management an organized crime group member is substantially involved, a company which is managed by a quasi-member of an organized crime group or a former organized crime group member and which positively cooperates or is involved in the financial condition maintenance or businesses operation of an organized crime group such as by providing funds for the organized crime group, or a company which is positively taking advantage of an organized crime group in the consolidated implementation, etc. of business and cooperates the maintenance or operation of an organized crime group) (f) A corporate extortionist, etc. (meaning a person who is likely to perform violent illegal acts, etc. against a company, etc. to obtain unjust profit and poses a threat to the security of public life, such as a corporate extortionist and a corporate racketeer) (g) A malicious political extortionist (meaning a person who pretends or proclaims to undertake social movements or political activities and is likely to perform violent illegal acts, etc. to obtain unjust profit and poses a threat to the security of public life) (h) A special intellectual organized crime group, etc. (meaning a group or a person other than those listed in (a) through (g) above who exercises the power of an organized crime group based on the relationship with the organized crime group, or has a financial condition relationship with the organized crime group, and becomes the core of structural injustice) (i) Any other person similar to (a) through (h) above (j) person who has a relationship under which its management is deemed to be controlled by any person who falls under (a) through (i) above (hereinafter referred to as the “Organized Crime Group Member, etc.”) (k) A person who has a relationship under which it is deemed that an Organized Crime Group Member, etc. is substantially involved in the management (l) A person who has a relationship under which it is deemed to unduly use an Organized Crime Group Member, etc., such as for the purpose of unjustly benefiting itself, its company or businesses any third party or for the purpose of Borrower since inflicting damage to any third party (m) A person who has a relationship under which it is deemed to be involved in an Organized Crime Group Member, etc. in such manner as to provide funds, etc. or convenience to the date of the most recently delivered financial statementsOrganized Crime Group Member, etc. (n) A person whose officer or person substantially involved in its management has socially repugnant relationship with an Organized Crime Group Member, etc.

Appears in 1 contract

Samples: Syndicate Loan Agreement (Masimo Corp)

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Second Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 7 of the Original Credit Agreement Agreement, as amended by this Second Amendment, are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Second Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Second Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsSecond Amendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Second Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Second Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 1 contract

Samples: Loan Agreement (Us Home Systems Inc)

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 2003 and the unaudited monthly Consolidated financial statements of Borrower dated as of April 30, 2004 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Fieldstone Investment Corp)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, except as set forth on Annex A hereto, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan and Security Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan and Security Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 1 contract

Samples: Loan and Security Agreement (Citadel Security Software Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants on the date hereof and as of the Effective Date to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, this Amendment, the Loan Agreement, and each of this Amendment and the other Amendment Documents Loan Document, as affected hereby, will be a legal and binding instrument obligation of each Related Person that is a party hereto and agreement of Borrower, thereto enforceable against such Related Person in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 2001, and the unaudited Consolidated financial statements of Borrower dated as of September 30, 2002, fairly present the Consolidated financial position at such date of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since December 31, 2001, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Loan Agreement (Western Gas Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents Documents] and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 2008 and the unaudited quarterly Consolidated financial statements of Borrower dated as of March 31, 2009 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Double Eagle Petroleum Co)

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The Subject to the matters described in Schedule 4.1 attached hereto, the representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. Borrower has paid all Specified Payables (other than the listed payables owing to Marine Drilling and Schlumberger Technology Corporation). (b) Borrower is duly authorized to execute and deliver this the Amendment Documents and the other Amendment Loan Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this the Amendment Documents and the other Amendment Loan Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this the Amendment Documents and the other Amendment Loan Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or (upon receipt of the consents contemplated in part (c) of Schedule 4.1 attached hereto) of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lienLien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtainedobtained or as set forth in part (c) of Schedule 4.1 attached hereto, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this the Amendment and Documents or the other Amendment Loan Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Document will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms. Each other Loan Document is and shall continue to be the legal, except as limited by bankruptcyvalid and binding obligation of Borrower, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; andenforceable against Borrower in accordance with their respective terms. (e) No material adverse change The unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1999 fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Lender. Since September 30, 1999, no Material Adverse Change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower. (f) No Default or Event of Default has occurred or is continuing (other than the Designated Defaults). (g) Borrower since has no defense, counterclaim or setoff with respect to the date of Obligations or the most recently delivered financial statementsLoan Documents (any such setoffs, defenses or counterclaims being hereby waived and released by Borrower).

Appears in 1 contract

Samples: Credit Agreement (Cheniere Energy Inc)

Representations and Warranties of Borrower. In order (a) Borrower hereby represents and warrants that: (i) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to induce Bank do business and is in good standing wherever the nature of the business conducted by Borrower makes such qualification necessary. (ii) Borrower has the corporate power and authority to own its property and to conduct its business and holds such licenses and certificates as may be applicable and required for the conduct of its business; and Borrower has the corporate power and authority to enter into this Amendment, Borrower represents Agreement and warrants to Bank that:consummate all transactions contemplated in this Agreement. (aiii) The representations and warranties contained in Section 3 of the Original Credit This Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Loan Documents constitute valid, continuing, legal and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the binding obligations of Borrower hereunder and thereunder. are enforceable against Borrower in accordance with their terms, subject however, to creditors' rights generally. (iv) The Omnibus Certificate making of each Borrower delivered to Bank this Agreement has been duly authorized by all necessary corporate action on the date part of Borrower, including Board of Directors approval, does not require the Original Credit Agreement remains in full force and effectapproval of, and or the specimen signatures giving of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the notice to, any other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not entity or third person; and will not conflict with violate any provision of law, statute, rule law or regulation or the bylaws or partnership agreement of Borrower's Articles of Incorporation or Bylaws, or of result in the breach of, constitute a default under, contravene any material agreement, judgment, license, order or permit applicable to or binding upon Borrowerprovision of, or result in the creation of any lien, charge charge, encumbrance or security interest upon any property or assets of Borrower. (v) The individuals executing this Agreement on behalf of Borrower are duly authorized officers of Borrower and are authorized to execute this Agreement and to take any and all other actions contemplated or required by this Agreement. (vi) Except as has been publicly disclosed by Borrower, there are no suits or proceedings pending or, to the knowledge of Borrower, threatened in any court or before any regulatory commission, board or other administrative or governmental agency against Borrower, which if adversely determined would have a material adverse effect on the financial condition of Borrower or the business of Borrower or which if determined adversely to the Borrower would result in the inability of Borrower to perform this Agreement. (vii) The Financing Statement constitutes a valid and enforceable security interest in the Collateral described therein. (ix) There are no mortgages, pledges, security interests, liens, charges, leases, encumbrances or claims on or with respect to the System, or any part thereof, or any title interest therein or any proceeds thereof, which have a priority superior to the lien and priority positions of the Lender's security interest. (x) As of the date of this Agreement, Borrower is not insolvent as defined by the United States Bankruptcy Code, the Delaware Fraudulent Conveyances Act, by the insolvency provisions of the Delaware Business Corporation Law or by law or usage of any court of law or equity of the State of Delaware. (xi) As of the date of this Agreement, Borrower has complied with all the terms and conditions of this Agreement. (xii) The execution, delivery and performance of this Agreement and the Loan Documents will not violate any provisions of any indenture, agreement, or other instrument to which Borrower or any of Borrower's properties or assets are bound, and will not be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the properties or assets or properties of Borrower. Except for those which have been duly obtained. (xiii) No authorization, no consent, approval, authorization license or order of exemption of, and no registration, qualification, designation, declaration or filing with any court or governmental authority department, commission, board, bureau, agency or third party instrumentality, domestic or foreign is required in connection with necessary to the valid execution and delivery by Borrower of this Amendment Agreement, the Loan Documents or any other documents evidencing or relating to the Loan. (xiv) The most recent financial statements of Borrower delivered to the Lender represent fairly its financial position as of the date thereof; and the other Amendment Documents results of its operations for the period indicated; and show all known liabilities, direct or to consummate contingent, of Borrower as of the transactions contemplated hereby and thereby; (d) When duly executed and delivereddate thereof. Since the date of such financial statements, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No there has been no material adverse change in the condition, financial or otherwise, of Borrower or in the business and properties of Borrower and, since such date, Borrower has occurred not incurred, other than in the ordinary course of business, any indebtedness, liabilities, obligations or commitments, contingent or otherwise. (xv) Neither this Agreement nor any other document, statement, financial statement, or certificate furnished to Lender by or on behalf of Borrower in connection herewith, contains an untrue statement of a material fact with respect to the financial condition or businesses properties of Borrower or omits to state a material fact necessary to make the statements contained therein not misleading or, insofar as Borrower can now foresee, may in the consolidated future materially adversely affect the financial condition or businesses properties of Borrower since which has not been set forth in this Agreement or in a document, statement, financial statement or certificate furnished to Lender in connection herewith. (xvi) The Borrower is in compliance with all laws, rules, regulations, judgments, decrees, orders, agreements and requirements which affect in any material way the Borrower, its assets or the operation of its business and has not received, and has no knowledge of, any order or notice of any governmental investigation or of any violation or claim of violation of any law, regulation, judgment, decree, order, agreement, or other governmental requirement. Except as has been publicly disclosed by Borrower, the Borrower is not in material default under any term of any indenture, contract, lease, agreement, instrument or other commitment to which any of them is a party or by which any of them is bound. The Borrower knows of no dispute regarding any indenture, contract, lease, agreement, instrument or other commitment which could reasonably be expected to have a material adverse effect on the Borrower's financial condition. (b) Borrower hereby confirms, represents and warrants that the representations and warranties set out in the Loan Documents are true and correct as of the date of the most recently delivered financial statementsthis Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Lattice INC)

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ each Lender to enter into this Amendment, Borrower represents and warrants on the date hereof and as of the Effective Date to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, this Amendment, the Credit Agreement, and each of this Amendment and the other Amendment Documents Loan Document, as affected hereby, will be a legal and binding instrument obligation of each Restricted Person that is a party hereto and agreement of Borrower, thereto enforceable against such Restricted Person in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 1999 and the unaudited Consolidated financial statements of Borrower dated as of June 30, 2000 fairly present the Consolidated financial position at such dates of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since June 30, 2000, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Key Production Co Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants as to Bank itself and each Restricted Person, to Lenders that: (a) The Except as otherwise provided herein, all representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at on and as of the time of date hereof (except to the effectiveness hereof;extent that the facts upon which such representations are based have been changed by transactions and events expressly permitted by the Credit Agreement). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and. (e) No The Consolidated financial statements of Consolidated Borrower dated as of October 31, 1999, fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Consolidated Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since October 31, 1999, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Consolidated Borrower. Borrower since has furnished to Agent reasonable good faith estimates of Consolidated Borrower's January 31, 2000, quarter-end financial results and the date projected financial results by quarter for the January 31, 2001, fiscal year of the most recently delivered financial statementsConsolidated Borrower.

Appears in 1 contract

Samples: Credit Agreement (3dfx Interactive Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement and except as such representations and warranties have been modified pursuant to this Amendment. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the certificate of incorporation or bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of (or obligation to create) any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Original Agreement will be a legal and binding instrument and agreement obligations of Borrower, enforceable in accordance with its their terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Appears in 1 contract

Samples: Credit Agreement (Midcoast Energy Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement obligation of Borrower, Borrower enforceable against Borrower in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The unaudited Consolidated quarterly financial statements of Borrower dated as of June 30, 1999 fairly present the Consolidated financial position at such date of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since June 30, 1999, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Loan Agreement (Western Gas Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 2002 and the unaudited monthly Consolidated financial statements of Borrower dated as of August 31, 2003 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Credit Agreement (Fieldstone Investment Corp)

Representations and Warranties of Borrower. In order to ---------------------------------------------- induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The All representations and warranties contained made by any Related Person in Section 3 of any Loan Document delivered on or before the Original Credit Agreement date hereof are true and correct at on and as of the time date hereof (except to the extent that the facts upon which such representations are based have been changed by the transactions contemplated herein) as if such representations and warranties had been made as of the effectiveness date hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents each Renewal Note and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents each Renewal Note and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documentseach Renewal Note, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents each Renewal Note or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents Renewal Notes will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Appears in 1 contract

Samples: Credit Agreement (Energy Corp of America)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) The Company and Borrower is are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. The Company and Borrower has have duly taken all corporate or partnership action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of the Company and Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by the Company and Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by the Company and Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement of Borrowerlimited partnership of the Company or Borrower (as applicable), or of any material agreement, judgment, license, order or permit applicable to or binding upon the Company or Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Company or Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Company and Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of the Company and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual consolidated financial statements of the Company dated as of December 31, 2001 and the unaudited quarterly consolidated financial statements of the Company dated as of September 30, 2002 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for the Company. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsCompany.

Appears in 1 contract

Samples: Credit Agreement (Sap Acquisition LLC)

Representations and Warranties of Borrower. In order to induce Bank to enter into this AmendmentThe Borrower represents, Borrower represents warrants and warrants to Bank agrees that: (a) The representations 4.1 Borrower owns all right title and warranties contained interest in Section 3 and to the Collateral, free of all liens, security interests, encumbrances and claims whatsoever, except for Permitted Liens. 4.2 Borrower has the full power and authority to grant and convey to the Lender, a perfected security interest in the Collateral as security for the Secured Obligations, free of all liens, security interests, encumbrances and claims, other than Permitted Liens and shall execute such Uniform Commercial Code financing statements in connection herewith as the Lender may reasonably request. Except as set forth herein, no other lien, security interest, adverse claim or encumbrance has been created by Borrower or is known by Borrower to exist with respect to any Collateral. 4.3 Borrower is a corporation duly organized, legally existing and in good standing under the laws of the Original Credit Agreement are true State of Delaware, and correct at is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications except where the failure to be qualified could reasonably be expected to have a Material Adverse Effect. 4.4 Borrower's execution, delivery and as performance of the time Note(s), this Agreement, all financing statements, all other Loan Documents required to be delivered or executed in connection herewith, and the Warrant Agreement(s) have been duly authorized by all necessary corporate action of Borrower, the effectiveness hereof; (bindividual or individuals executing the Loan Documents and the Warrant Agreement(s) Borrower is were duly authorized to execute and deliver this Amendment do so; and the other Amendment Loan Documents and is the Warrant Agreement(s) constitute legal, valid and will continue binding obligations of the Borrower, enforceable in accordance with their respective terms, subject to be duly authorized to borrow and to perform its obligations under applicable bankruptcy, insolvency, reorganization or other similar laws generally affecting the Credit enforcement of the rights of creditors. 4.5 This Agreement. Borrower has duly taken all corporate action necessary to authorize , the execution and delivery of this Amendment other Loan Documents and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (cWarrant Agreement(s) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with violate any provision provisions of Borrower's Certificate of Incorporation, bylaws or any material contract, agreement, law, statuteregulation, rule or regulation or the bylaws or partnership agreement of Borrowerorder, or of any material agreementinjunction, judgment, license, order decree or permit applicable writ to or binding upon Borrowerwhich the Borrower is subject, or result in the creation or imposition of any lien, charge security interest or other encumbrance upon the Collateral, other than those created by this Agreement. 4.6 The execution, delivery and performance of this Agreement, the other Loan Documents and the Warrant Agreement(s) do not require the consent or approval of any assets other person or properties entity including, without limitation, any regulatory authority or governmental body of Borrower. Except the United States or any state thereof or any political subdivision of the United States or any state thereof. 4.7 No event which has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. 4.8 No fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an "event of default" as defined under the Senior Loan Documents between Borrower and Senior Creditor. 4.9 Borrower has filed and will file all tax returns, federal, state and local, which it is required to file and has duly paid or fully reserved for those all taxes or installments thereof (including any interest or penalties) as and when due, which have been duly obtained, no consent, approval, authorization or order of may become due pursuant to such returns or pursuant to any court or governmental authority or third party is required in connection with the execution and delivery assessment received by Borrower of this Amendment and for the other Amendment Documents or to consummate three (3) years preceding the transactions contemplated hereby and thereby; Closing Date, if any (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable including any taxes being contested in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally good faith and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsappropriate proceedings).

Appears in 1 contract

Samples: Subordinated Loan and Security Agreement (Homegrocer Com Inc)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 1 contract

Samples: Loan and Security Agreement (Pfsweb Inc)

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;; provided Bank acknowledges that Borrower has heretofore given written notice to Bank of Borrower being named as a co-defendant along with certain former directors of Daisytek in a lawsuit regarding the transfer of certain assets of Daisytek and that an eCOST receivable of approximately $2,000,000 may be written off. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 1 contract

Samples: Loan and Security Agreement (Pfsweb Inc)

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereofhereof (unless specifically limited to an earlier date); (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents to which it is a party and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents to which it is a party and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsDocuments to which it is a party, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance Lien upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority Governmental Authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents to which it is a party or to consummate the transactions contemplated hereby and thereby;; and (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents to which Borrower is a party will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Appears in 1 contract

Samples: Credit Agreement (Technical Olympic Usa Inc)

Representations and Warranties of Borrower. In order The Borrower represents, warrants and agrees that; 4.1 Borrower owns all right title and interest in and to induce Bank the Collateral, free of all liens, security interests, encumbrances and claims whatsoever, except for Permitted Liens. 4.2 Borrower has the full power and authority to, and does hereby grant and convey to enter into this Amendmentthe Lender, a perfected security interest in the Collateral as security for the Secured Obligations, free of all liens, security interests, encumbrances and claims , other than Permitted Liens and shall execute such Uniform Commercial Code financing statements in connection herewith as the Lender may reasonably request. Except as set forth herein and other than the Permitted Liens, no other lien, security interest, adverse claim or encumbrance has been created by Borrower represents or is known by Borrower to exist with respect to any Collateral. 4.3 Borrower is a corporation duly organized, legally existing and warrants to Bank that: (a) The representations and warranties contained in Section 3 good standing under the laws of the Original Credit Agreement are true State of California, and correct at is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and as where the failure to be qualified would have a material adverse effect. 4.4 Borrower's execution, delivery and performance of the time Note(s), this Agreement, all financing statements, all other Loan Documents required to be delivered or executed in connection herewith, and the Excluded Agreements have been duly authorized by all necessary corporate action of Borrower, the effectiveness hereof; (b) Borrower is individual or individuals executing the Loan Documents and the Excluded Agreements were duly authorized to execute and deliver this Amendment do so; and the other Amendment Loan Documents and is the Excluded Agreements constitute legal, valid and will continue binding obligations of the Borrower, enforceable in accordance with their respective terms, subject to be duly authorized to borrow and to perform its obligations under applicable bankruptcy, insolvency, reorganization or other similar laws generally affecting the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize enforcement of the execution and delivery rights of this Amendment creditors. 4.5 This Agreement ,the other Loan Documents and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby Excluded Agreements do not and will not conflict with violate any provision provisions of Borrower's Articles/Certificate of Incorporation, bylaws or any contract, agreement, law, statuteregulation, rule or regulation or the bylaws or partnership agreement of Borrowerorder, or of any material agreementinjunction, judgment, license, order decree or permit applicable writ to or binding upon Borrowerwhich the Borrower is subject, or result in the creation or imposition of any lien, charge security interest or other encumbrance upon any assets the Collateral, other than those created by this Agreement. 4.6 The execution, delivery and performance of this Agreement, the other Loan Documents and the Excluded Agreements do not require the consent or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order approval of any court other person or entity including, without limitation, any regulatory authority or governmental authority body of the United States or third party any state thereof or any political subdivision of the United States or any state thereof. 4.7 No event which has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. 4.8 No fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute a default under the Loan Agreement between Borrower and Senior Creditor. 4.9 Borrower has filed and will file all tax returns, federal, state and local, which it is required in connection with the execution to file and delivery by Borrower of this Amendment and the other Amendment Documents has duly paid or to consummate the transactions contemplated hereby and thereby; fully reserved for all taxes or installments thereof (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.including

Appears in 1 contract

Samples: Subordinated Loan and Security Agreement (First Virtual Corp)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a1) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof except as such representations and warranties have been modified by the transactions contemplated herein). (b2) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c3) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d4) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement obligation of Borrower, Borrower enforceable against Borrower in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e5) No The unaudited Consolidated quarterly financial statements of Borrower dated as of March 31, 1999 fairly present the Consolidated financial position at such date of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since March 31, 1999, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Appears in 1 contract

Samples: Loan Agreement (Western Gas Resources Inc)

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Sections 5.1 through 5.17 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses Default exists as of Borrower since the date of the most recently delivered financial statementshereof.

Appears in 1 contract

Samples: Credit Agreement (Leslie Resources Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!