Common use of Representations and Warranties of Credit Parties Clause in Contracts

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows as of the date hereof: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s valid and legally binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

Appears in 5 contracts

Samples: Credit Agreement (Entertainment Distribution Co Inc), Credit Agreement (Glenayre Technologies Inc), Credit Agreement (Entertainment Distribution Co Inc)

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Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows as of the date hereof: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s valid and legally binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this AmendmentAmendment or the transaction contemplated herein. (d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

Appears in 4 contracts

Samples: Credit Agreement (Edci Holdings, Inc.), Credit Agreement (Edci Holdings, Inc.), Credit Agreement (Edci Holdings, Inc.)

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows as of the date hereoffollows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and legally binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

Appears in 3 contracts

Samples: Credit Agreement (Fisher Communications Inc), Credit Agreement (Fisher Communications Inc), Credit Agreement (Fisher Communications Inc)

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows as of the date hereof: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s valid and legally binding obligationsobligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment, except any filing required to be made by the Parent pursuant to the Securities Exchange Act of 1934, as amended, as a result of this Amendment. (d) The representations and warranties set forth in Article III Section 6.2 and 6.3 of the Credit Participation Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

Appears in 2 contracts

Samples: Certain Operative Agreements (West Corp), Fifth Amendment to Certain Operative Agreements (West Corp)

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Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows as of the date hereoffollows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Third Amendment. (b) This Third Amendment has been duly executed and delivered by such Person and constitutes such Person’s 's legal, valid and legally binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Third Amendment. (d) The representations and warranties set forth in Article III V of the Credit Agreement are are, subject to the limitations set forth therein, true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

Appears in 1 contract

Samples: Credit Agreement (Horizon PCS Inc)

Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows as of the date hereof: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s valid and legally binding obligationsobligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment, except any filing required to be made by Borrower pursuant to the Securities Exchange Act of 1934, as amended, as a result of this Amendment. (d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date).

Appears in 1 contract

Samples: Credit Agreement (West Corp)

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