Representations and Warranties of each Borrower. Each Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity, regardless of whether the application of such principles is considered in a proceeding in equity or at law.
(b) As of the date hereof and giving effect to the terms of this Amendment, (i) no Default or Unmatured Default shall have occurred and be continuing and (ii) the representations and warranties of such Borrower contained in Article V of the Credit Agreement, as amended hereby, are true and correct as of the Effective Date, except for representations and warranties made with reference solely to an earlier date, which representations and warranties shall be true and correct as of such earlier date.
Representations and Warranties of each Borrower. Each Borrower represents and warrants as follows:
(a) Loan Parties - Due Organization and Formation; Good Standing; Corporate, Company and Partnership Power and Authority; Capital Stock. Each Loan Party (other than Xxxxxxxxx LLC, Columbia GP, AKW LLC and AKW LP) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite corporate power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the U.S. Borrower has been validly issued, is fully paid and non-assessable and is owned by the Investor Group in the amounts specified on Schedule 4.01(a) free and clear of all Liens. Each of Xxxxxxxxx LLC and AKW LLC (i) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effect and (iii) has all requisite limited liability company power and authority (including, without limitation, all material governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. AKW LP (i) is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to be so qualified or in good standing has not had or would not reasonably be likely to have a Material Adverse Effe...
Representations and Warranties of each Borrower. Each Borrower represents and warrants as follows:
Representations and Warranties of each Borrower. In order to induce the Agents and Lenders to enter into this Agreement and to make each Advance to be made thereby, each Borrower represents and warrants, as to itself and each Borrower Subsidiary owned by it (each, a “Related Borrower Subsidiary” and, together with such Borrower, a “Related Borrower Party”) to each Agent and each Lender, on the A&R Effective Date and each Credit Date, as applicable, that the following statements are true and correct:
Representations and Warranties of each Borrower. Each Borrower represents and warrants as follows:
3.1 Such Borrower has the legal power and authority to execute and deliver this Amendment and the officers of such Borrower executing this Amendment have been duly authorized to execute and deliver the same and bind such Borrower with respect to the provisions hereof.
3.2 This Amendment and the Credit Agreement as previously executed and as amended hereby constitute legal, valid and binding obligations of such Borrower, enforceable against it in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditor’s rights generally).
3.3 Such Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement and the other Loan Documents and agrees and confirms that all such representations and warranties are true and correct in all material respects as of the date of this Amendment except for changes thereto reflecting events, conditions or transactions permitted or not prohibited by the Credit Agreement or the other Loan Documents; provided, that the words “in all material respects” in this Section 3.3 shall, as to any representation or warranty that contains a materiality standard, operate without duplication of such standard.
3.4 Such Borrower has caused to be conducted a thorough review of the terms of the Credit Agreement and the other Loan Documents and such Borrower’s and its Subsidiaries’ operations since the Closing Date and, as of the date hereof, there are no Defaults or Events of Default thereunder.
Representations and Warranties of each Borrower. Each Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms.
(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of such Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date).
(c) The Company and the Administrative Agent had discussions prior to the signing of the Credit Agreement indicating the Company’s wish to incorporate Xxxxxxx-Xxxxxx Management Holding Deutschland GmbH and certain other German subsidiaries no longer party to the Credit Agreement, Xxxxxxx-Xxxxxx Holding AG, Xxxxxxx-Xxxxxx AG and Xxxxxxx-Xxxxxx B.V. as “Borrowers” under the Credit Agreement. The Company requested this arrangement so as to obtain local drawings in Germany, Switzerland and the Netherlands as part of its overall corporate strategy. The Company reiterates that this element of cross-border borrowing with the framework of the Credit Agreement was requested by the Company at its own initiative and was based on its own corporate strategic planning and has at no point in time been solicited by the Administrative Agent or the Lenders in any way.
Representations and Warranties of each Borrower. Each Borrower represents and warrants to the Lender that throughout the term of this Agreement (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case, such representation or warranty shall have been true or correct as of such date):
Representations and Warranties of each Borrower. Each Borrower hereby represents and warrants to Administrative Agent and the Lenders that (i) Borrower’s execution of this Agreement has been duly authorized by all requisite actions of each Borrower; (ii) no consents are necessary from any third parties for any Borrower’s execution, delivery or performance of this Agreement, (iii) this Agreement, the Original Credit Agreement, and each of the other Loan Documents, constitute the legal, valid and binding obligations of each Borrower enforceable against each such Borrower in accordance with their terms, except to the extent that the enforceability thereof against Borrowers may be limited by bankruptcy, insolvency or other laws affecting the enforceability of creditors rights generally or by equity principles of general application, (iv) except as disclosed on the supplemental disclosure schedule attached hereto as Exhibit B and the disclosure schedule attached to the Original Credit Agreement, all of the representations and warranties contained in Section 11 of the Credit Agreement are true and correct with the same force and effect as if made on and as of the date of this Agreement, (v) except for the Existing Defaults, there is no Default or no Event of Default Exists, (vi) the execution, delivery and performance of this Agreement by such Borrower does not violate, contravene, or conflict with any statute, rule, regulation, agreement or instrument or order binding upon such Borrower; and (vii) the unpaid principal balance of, and accrued interest on, the Loans, as of February 28, 2006 is as follows: (A) Aggregate Revolving Loan (including any Swingline Advances), $33,626,540.06 in principal and $188,922.34 in accrued, but unpaid interest, and (B) Aggregate Floorplan Loan (including any Interim Floorplan Loan Advances), $14,571,295.86 in principal (the “Outstanding Debt”).
Representations and Warranties of each Borrower. In order to induce the Agents and Lenders to enter into this Agreement and to make each Advance to be made thereby, each Borrower represents and warrants to each Agent and each Lender that the following statements are true and correct, on (i) the Effective Date and (ii) on each Credit Date (subject to on each Credit Date any applicable materiality qualifiers with respect thereto as contemplated by Section 6.2.9 of this Agreement, but in no case including the Eligibility Representations):
Representations and Warranties of each Borrower. To induce each of the ECA Finance Parties, the Lessees, AerVenture and the other AerCap Obligors to enter into the Transaction Documents, each Borrower represents and warrants (as to itself only) to the ECA Finance Parties, the Lessees, AerVenture and each of the other AerCap Obligors that:
4.1.1 it is duly organised or, as the case may be, incorporated and validly existing under the laws of its State of Incorporation, and has full power, authority and legal right to own its property and carry on its business as presently conducted;
4.1.2 it has the power and capacity to execute and deliver, and to perform its obligations under, the Borrower Documents and all necessary action has been or will prior to the entering into of the same be taken to authorise the execution, delivery and performance of the same;
4.1.3 all necessary legal action to authorise the person or persons who execute and deliver the Borrower Documents to execute and deliver the same and thereby bind it to all the terms and conditions hereof and thereof and to act for and on behalf of it as contemplated hereby and thereby has been or will prior to the entering into of the same be taken;
4.1.4 the Borrower Documents constitute or will when executed constitute its legal, valid and binding obligations enforceable in accordance with their terms subject to bankruptcy, insolvency and other laws affecting creditor’s rights generally, subject to general principles of equity and subject to the qualifications set out in the legal opinions to be provided to the ECA Finance Parties in accordance with the provisions of this Agreement;
4.1.5 the execution and delivery by it of, the performance of its obligations under, and compliance with the provisions of, the Borrower Documents will not (i) contravene any existing Applicable Law of its State of Incorporation to which it is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any document, instrument or agreement to which it is a party or is subject or by which it or any of its assets may be bound, (iii) contravene or conflict with any provision of its constitutional documents, or (iv) result in the creation or imposition of, or oblige it to create, any Lien on or over any of its assets other than any Lien created pursuant to or permitted by the Transaction Documents;
4.1.6 save in respect of applicable Cayman Islands stamp duty, every consent, authorisation, licence or approval of, or registration w...
