Common use of Representations and Warranties of Holdings Clause in Contracts

Representations and Warranties of Holdings. Holdings hereby represents and warrants as follows: Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation. The execution, delivery and performance by each Loan Party of this Amendment and the Consent, as applicable, to which it is a party, are within such Person's corporate or other powers, have been duly authorized by all necessary corporate or other action and do not (i) contravene such Person's Constitutive Documents, (ii) violate any Requirement of Law, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Collateral Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Governmental Authorization, and no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery or performance by any Loan Party of this Amendment or the Consent. This Amendment and the Consent have been duly executed and delivered by each Loan Party which is a party thereto. This Amendment and the Consent are legal, valid and binding obligations of each Loan Party which is a party thereto, enforceable against each such Loan Party in accordance with their respective terms. There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge any Loan Party, threatened before any Governmental Authority or arbitrator that purports to affect the legality, validity or enforceability of this Amendment or the Consent, or the consummation of any of the transactions contemplated hereby. The execution, delivery and performance of this Amendment and the Consent do not adversely affect the Liens created under any of the Collateral Documents.

Representations and Warranties of Holdings. Holdings hereby represents and warrants as follows: : (a) Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation. . (b) The execution, delivery and performance by each Loan Party of this Amendment and the Consent, as applicable, to which it is a party, are within such Person's corporate or other powers, have been duly authorized by all necessary corporate or other action and do not (i) contravene such Person's Constitutive Documents, (ii) violate any Requirement of Law, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Collateral Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. . (c) No Governmental Authorization, and no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery or performance by any Loan Party of this Amendment or the Consent. . (d) This Amendment and the Consent have been duly executed and delivered by each Loan Party which is a party thereto. This Amendment and the Consent are legal, valid and binding obligations of each Loan Party which is a party thereto, enforceable against each such Loan Party in accordance with their respective terms. . (e) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge any Loan Party, threatened before any Governmental Authority or arbitrator that purports to affect the legality, validity or enforceability of this Amendment or the Consent, or the consummation of any of the transactions contemplated hereby. . (f) The execution, delivery and performance of this Amendment and the Consent do not adversely affect the Liens created under any of the Collateral Documents.

Representations and Warranties of Holdings. Holdings hereby represents and warrants to Buyer as follows: Each Loan Party : A. Holdings is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its incorporation incorporation. B. Holdings has the requisite corporate power and authority to execute and deliver this Agreement and Holdings' Ancillary Documents, which herein shall mean, for purposes of this Agreement, each document, instrument and agreement executed by Holdings in connection with this Agreement or formationcontemplated by or referred to in this Agreement, and to perform its obligations hereunder and thereunder. The executionexecution and delivery of this Agreement and Holdings' Ancillary Documents, delivery and the performance by each Loan Party Holdings of this Amendment its obligations hereunder and the Consent, as applicable, to which it is a party, are within such Person's corporate or other powersthereunder, have been duly authorized by all necessary corporate or other action on the part of Holdings. The execution and do not (i) contravene such Person's Constitutive delivery by Holdings of this Agreement and Holdings' Ancillary Documents, (ii) violate any Requirement and the performance by Holdings of Lawits obligations hereunder and thereunder, (iii) will not, with or without the giving of notice or the passage of time, or both, conflict with with, result in a default under, give rise to a right to accelerate or loss of rights under, or result in the breach ofcreation of any encumbrance pursuant to, or constitute a default underrequire the consent of any third party or governmental authority pursuant to, (a) the Certificates of Incorporation or By-laws of Holdings or any contractof its subsidiaries, loan agreementin each case as last amended, indentureor (b) any franchise, mortgage, indenture or deed of trusttrust or any license, lease or other instrument binding on agreement, or affecting any Loan Partylaw, rule, regulation, order, judgment or decree to which Holdings or any of its Subsidiaries subsidiaries is a party or by which Holdings or its subsidiaries (or any of their respective assets, properties or (ivbusiness) except for may be bound, subject or as affected. The Option Shares, when issued pursuant hereto, will be validly issued and outstanding, fully paid and non-assessable. C. This Agreement and each of Holdings' Ancillary Documents constitute the Liens created under the Collateral Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Governmental Authorization, and no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery or performance by any Loan Party of this Amendment or the Consent. This Amendment and the Consent have been duly executed and delivered by each Loan Party which is a party thereto. This Amendment and the Consent are legal, legal valid and binding obligations obligation of Holdings, each Loan Party which is a party thereto, enforceable against each such Loan Party in accordance with their respective its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium or similar laws affecting the enforcement or creditor's rights generally. There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge any Loan Party, threatened before any Governmental Authority or arbitrator that purports to affect the legality, validity or The enforceability of this Amendment Holdings' obligations hereunder and thereunder is subject to general principles or the Consent, equity (regardless of whether such enforceability is considered in a proceeding at law or the consummation of any of the transactions contemplated hereby. The execution, delivery and performance of this Amendment and the Consent do not adversely affect the Liens created under any of the Collateral Documentsin equity).