Representations and Warranties of Debtors Sample Clauses

Representations and Warranties of Debtors. In order to induce LENDER to enter into the Master Agreement, DEBTORS represent and warrant the following as of the date hereof and until termination of this Master Agreement: 8.1.1 That DEBTORS are duly organized, registered and validly existing pursuant to the laws of the Republic of Argentina, the United States of America and The Netherlands, as applicable, with all necessary powers and authority to carry out the relevant operations and businesses currently developed by them; and 8.1.2 That DEBTORS are not bound to apply for authorizations or approvals from any judicial or governmental authority or from any other public or private entity (including, without limitation, lessors, lenders, creditors, insurance companies, and financial institutions) as a result of this Master Agreement and/or the Guaranties; and 8.1.3 That the Agreement and the Guaranties (i) are legal acts or businesses that DEBTORS are legally authorized and qualified to perform pursuant to the relevant legal and statutory provisions governing their activity; and (ii) that they are executed pursuant to all the required internal approvals of DEBTORS, without infringing any legal, statutory, stockholders’ meeting or contractual provision, and that no further authorization is necessary; and 8.1.4 That DEBTORS and/or their Affiliates have not materially and significantly defaulted on: (i) any order, ruling, mandatory injunction, demand, decree or request from any court of justice or arbitral tribunal, or any government agency, whether national, provincial or municipal, in the Republic of Argentina, or abroad, and/or (ii) payment of any taxes, rates, liens, social security debts and/or levies, whether national, provincial or municipal, in the Republic of Argentina, or abroad; and 8.1.5 That DEBTORS have no pending lawsuit, investigation or judicial, administrative or arbitral proceeding before any court of justice, arbitral tribunal or administrative authority, whether national, provincial or municipal, in the Republic of Argentina, or abroad; or any arbitration proceeding, that may (i) adversely and materially affect their capacity to fulfill their payment obligations under the Transaction Documents; (ii) affect the validity, legality or enforceability of any of the Transaction Documents; and/or (iii) have a Material Adverse Effect on the business, financial or any other condition, or the result of their operations; and 8.1.6 That the execution and delivery of, and/or compliance with the Tran...

Representations and Warranties of Debtors. To induce Lender to execute and deliver this Agreement, Debtors represent and warrant that: (a) The execution, delivery and performance by Debtors of this Agreement and all documents and instruments delivered in connection herewith and the Post-Petition Credit Agreement and all other Financing Agreements have been duly authorized, executed and delivered, and this Agreement and all documents and instruments delivered in connection herewith and the Post-Petition Credit Agreement and all other Financing Agreements are legal, valid and binding obligations of Debtors that are a party thereto, enforceable against the Debtors in accordance with its respective terms, except as the enforcement thereof may be subject to general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) No Default or Event of Default has occurred and is continuing and each of the representations and warranties contained in the Post-Petition Credit Agreement and the other Financing Agreements is true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Financing Agreements are hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof; (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any of the Debtors' governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Debtor is a party or by which any Debtor or any of its property is bound; (d) Lender's security interests in the Collateral and the Congress DIP Collateral (as defined in the Financing Order) continue to be valid, binding, and enforceable first-priority security interests which secure the Obligations (subject only to encumbrances permitted by Section 9.8 of the Post-Petition Credit Agreement and ordering paragraph 6 of the Financing Order)...

Representations and Warranties of Debtors. 3.1 Subject to entry of the Approval Order; (a) the Debtors have the legal capacity, power and authority to perform the transactions contemplated by this Agreement, and (b) the execution, delivery and performance of this Agreement will not violate any agreement to which the Debtors are a party, nor will it violate any provision of law, ordinance or regulation to which they are subject. 3.2 All of their representations and warranties will be true and correct as of the Closing Date. 3.3 The Debtors will not transfer, sell, assign or convey any of their Claims against any Xxxxxx Released Party or any Monarch/Lyric Released Party prior to the Closing Date, and they will not acquire any other Claims against any Xxxxxx Released Party or Monarch/Lyric Released Party. 3.4 The Debtors believe that entry into and performance of this Agreement represents a sound exercise of their business judgment, and is in the best interests of the Debtors, their estates and their Creditors.

Representations and Warranties of Debtors. Eldex-Xxxxxxx xxxresents and warrants to the other Parties that (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the state of Ohio and (b) entry of the order of the Bankruptcy Court confirming the Plan under section 1129 of the Bankruptcy Code (the "Confirmation Order") authorizes Eldex-Xxxxxxx'x xxxcution and delivery of this Agreement and authorizes Eldex-Xxxxxxx xx perform its obligations under this Agreement.

Representations and Warranties of Debtors. Section 3.3 of the Agreement is amended to delete references to "Monarch/Lyric Released Party".

Representations and Warranties of Debtors. The Debtors represent and warrant, and so long as the Judgment remains unpaid shall be deemed continuously to represent and warrant, that: (a) The Debtors are the owners of the Collateral free of all security interests or other encumbrances except for the security interest in favor of Secured Party, (b) This Security Agreement is being executed on behalf of Debtors by one or more properly authorized officers and all necessary actions have been taken by Debtors to authorize such execution. (c) The Debtors are engaged in business operations which are carried on at the following address: 000 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx 00000.

Representations and Warranties of Debtors. Debtors represent and warrant, and so long as any Indebtedness remains unpaid, shall be deemed continuously to represent and warrant, that: (a) Debtors have good and indefeasible title to the Collateral free of all security interests or other encumbrances, except the Security Interest, the Senior Secured Interest (as hereinafter defined) and any Permitted Liens. For purposes of this Security Agreement, "Permitted Liens" shall mean (i) any liens securing Additional Senior Secured Debt (as hereinafter defined) (ii) liens for unpaid taxes that either (A) are not yet delinquent or (B) do not constitute an Event of Default hereunder and are the subject of Debtors' good faith protest, (iii) liens set forth on Schedule 4(a), (iv) purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness so long as the lien attaches only to the assets purchased or acquired and the proceeds thereof, (v) liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business of each Debtor and not in connection with the borrowing of money, and which liens either (A) are for sums not yet due and payable, or (B) are the subject of Debtors' good faith protests, (vi) liens arising from deposits made in connection with obtaining worker's compensation or other unemployment insurance, (vii) liens or deposits to secure performance of bids, tenders, or leases, incurred in the ordinary course of business of each Debtor and not in connection with the borrowing of money, (viii) liens arising by reason of security for surety or appeal bonds in the ordinary course of business of each Debtor, (ix) liens resulting from any judgment or award that would not have a material adverse effect on the operation of Debtors' business and as to which the time for appeal or petition for rehearing of which has not yet expired, or in respect of which Debtors are in good faith prosecuting an appeal or proceeding for a review, and in respect of which a stay of execution pending such appeal or proceeding for review has been secured, (x) liens with respect to the Naugatuck Property (as hereinafter defined) that are exceptions to the commitments for title insurance issued in connection with the New Naugatuck Mortgage (xi) with respect to any real property constituting Collateral, easements, rights of way, zoning and similar covena...

Representations and Warranties of Debtors. Each Debtor hereby represents and warrants to, and covenants and agrees with the Lender that:

Representations and Warranties of Debtors. In order to induce the Lenders to enter into this Credit Agreement and to make the Loans and issue the Letters of Credit provided for herein, each Debtor, jointly and severally, makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Credit Agreement, the issuance of the Notes, the making of the Loans and the issuance of the Letters of Credit:

Representations and Warranties of Debtors. Each Debtor hereby ----------------------------------------- represents and warrants to you that: (a) The Company's place of business (or its chief executive office, if the Company has more than one place of business) is located in ___________, ____________ (the "COMPANY STATE") of the United States of America, which ------------- Company State has: adopted the UCC in a format that permits the perfection of a first priority security interest in Certificated Securities (other than Certificated Securities of the type referenced in Section 3(c), 3(d) or 3(e) of the Confirmation (as hereinafter defined) by, among other things, you taking the steps described in Section 3 (the "PERFECTION SECTION") of the form of ------------------ confirmation ("CONFIRMATION") attached hereto as Exhibit B, and returning said ------------ Confirmation (with a copy of this notice attached thereto) to the Secured Party; (b) Capital Corp's place of business (or its chief executive office, if Capital Corp has more than one place of business) is located in ___________, ____________ (the "CAPITAL CORP STATE") of the United States of America, which ------------------ Capital Corp State has adopted the UCC in a format that permits the perfection of a first priority security interest in Certificated Securities (other than Certificated Securities of the type referenced in Section 3(c), 3(d) or 3(e) of the Confirmation by, among other things, you taking the steps described in the Perfection Section of the Confirmation, and returning said Confirmation (with a copy of this notice attached thereto) to the Secured Party;