Representations and Warranties of Grantors. Grantors hereby represent and warrant to Lender as follows on the date hereof:
(a) Schedule I and Schedule II are true, correct and complete in all respects;
(b) The Ownership Interests constitute the percentage of issued and outstanding Ownership Interests of each Company set forth on Schedule I;
(c) Grantors have good and marketable title to the Collateral;
(d) Grantors are the sole owners of all of the Collateral, free and clear of all security interests;
(e) Grantors have not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Collateral;
(f) Grantors are not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement;
(g) No action has been brought that might prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement;
(h) Grantors have full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any agreement to which a Grantor is a party or any law, order, ordinance, rule, or regulation to which a Grantor is subject or by which it is bound and do not constitute a default under any agreement or instrument binding upon a Grantor; and
(i) This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligation of Grantors and is fully enforceable against Grantors in accordance with its terms.
Representations and Warranties of Grantors. Each Grantor hereby represents and warrants that, after giving effect to the amendments contained herein, the representations and warranties contained in Section 6 of the Guaranty and Security Agreement are correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty specifically relates to an earlier date. Without limitation of the preceding sentence, each Grantor hereby expressly re-affirms the validity, effectiveness and enforceability of each Loan Document to which it is a party (in each case, as the same may be modified by the terms of this Amendment).
Representations and Warranties of Grantors. Each Grantor represents and warrants as of the date hereof and on the First Amendment Effective Date to the Agent and each Lender that:
(a) Such Grantor (i) has the power and authority (corporate or otherwise), and the legal right, to make, deliver and perform this Amendment and (ii) has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment;
(b) No consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment;
(c) This Amendment (i) has been duly executed and delivered on behalf of such Grantor and (ii) constitutes a legal, valid and binding obligation of such Grantor, enforceable against such Grantor, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);
(d) The execution, delivery and performance of this Amendment will not result in a violation by such Grantor of any Requirement of Law or any material Contractual Obligation of such Grantor and will not result in, or require, the creation or imposition of any Lien on any of its Properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents); and
(e) After giving effect to this Amendment, the representations and warranties made by such Grantor in the Security Agreement are true and accurate as of the date hereof (except that any representation or warranty which by its terms was made as of a specified date shall be true and accurate only as of such specified date).
Representations and Warranties of Grantors. Each Grantor represents and warrants as follows:
(a) Such Grantor affirms that it has no notice of any effective assignment relative to the right, title and interest of any Obligor in, to and under (i) the Project Documents to which such Grantor is a party and (ii) the Pledged Interests in Persons in which such Grantor also owns an interest, other than the pledge and assignment to the Secured Party under this Security Agreement and the Other Security Agreement.
(b) There is not now, and, after giving effect to the pledge and assignment by the Grantors to the Secured Party of the Project Documents hereunder, there will not be, any event or condition (a "Termination Event") which would, either immediately or with the passage of time or giving of notice, or both, constitute a default under any Project Document and/or enable any party thereto to terminate or suspend its obligations under any Project Document, and there are no claims or rights of set-off pending by any party to any Project Document.
Representations and Warranties of Grantors. In order to induce the Purchasers to enter into this Agreement, each Grantor makes the following representations and warranties to the Purchasers, which representations and warranties shall be true, correct, and complete, in all material respects, as of the Closing Date, and such representations and warranties shall survive the execution and delivery of this Agreement:
6.1. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Act, or (ii) would prevent or suspend the issuance or sale of any of the Notes, in any jurisdiction. As of the Closing Date and except as otherwise disclosed on one or more disclosure schedules to the Note Documents or the Bankruptcy Documents, the SEC Documents: (x) will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (y) will contain all the information specified in, and meet the requirements of, Rule 144A(d)
Representations and Warranties of Grantors. Each Grantor hereby represents ------------------------------------------ and warrants to and in favour of the Purchaser that:
7.4.1 it is the absolute owner of Hypothecated Property by good and valid title, free and clear of all Encumbrances and that the hypothecs herein granted are first ranking hypothecs on the Hypothecated Property;
7.4.2 it has not ceded, assigned, transferred or set over its rights, interest and benefits in the Hypothecated Property to any person nor has it performed any act or executed any other instrument which might prevent the Purchaser from exercising its rights under this Agreement or which would limit the Purchaser in any such rights.
Representations and Warranties of Grantors. Each Grantor severally represents and warrants to Xxxx that:
Representations and Warranties of Grantors. In order to induce the Secured Parties to enter into this Amendment and thereby amend the Security Agreement in the manner provided herein, each Grantor represents and warrants to Secured Party that the following statements are true, correct and complete:
Representations and Warranties of Grantors. (a) The Recitals in this Amendment are true and correct in all respects.
(b) All representations and warranties of each of the Grantors in the Guarantee and Collateral Agreement and of each of the Grantors in the 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 to the extent such representations and warranties specifically relate only to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.
(c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
(d) Each of the Grantors 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 has been duly executed by each of the Grantors and the other documents and agreements executed and delivered in connection herewith to which any of the Grantors is a party have been duly executed and delivered by each of them.
(e) This Amendment is the legal, valid and binding obligation of each of the Grantors.
(f) There is no pending or, to the knowledge of any of the Grantors after due inquiry, threatened litigation, proceeding, inquiry or other action seeking an injunction or other restraining order, damages or other relief with respect to the transactions contemplated by this Amendment and the other documents and agreements executed or delivered in connection herewith.
Representations and Warranties of Grantors. Each Grantor individually, and not jointly and severally, represents and warrants the following to Grantee:
