Common use of Representations and Warranties of Holdings Clause in Contracts

Representations and Warranties of Holdings. Holdings hereby represents and warrants to each Agent, each Lender and each Secured Party as follows: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action and are not prohibited by its Organizational Documents; (c) this Agreement constitutes the valid and legally binding obligation of Holdings and is enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; (d) no provisions of any mortgage, indenture, contract, agreement, statute, rule, regulation, judgment, decree or order binding on Holdings or affecting its property conflicts with, or requires any consent which has not already been obtained under, or would in any way prevent the execution, delivery or performance of, the terms of this Agreement by Holdings; (e) the execution, delivery and carrying out of the terms of this Agreement will not constitute a default under, or result in the creation or imposition of, or obligations to create, any lien or security interest in the property of Holdings pursuant to the terms of any mortgage, indenture, contract or agreement; and (f) as of the date hereof, there are no pending or, to Holdings’ knowledge, threatened, litigation, arbitration or other proceedings that would reasonably be expected to prevent its performance of the terms of this Agreement.

Representations and Warranties of Holdings. Holdings hereby represents and warrants to each Agent, each Lender and each Secured Party as follows: (a) Section 6.01 it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) Section 6.02 it has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action and are not prohibited by its Organizational Documents; (c) Section 6.03 this Agreement constitutes the valid and legally binding obligation of Holdings and is enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles; (d) Section 6.04 no provisions of any mortgage, indenture, contract, agreement, statute, rule, regulation, judgment, decree or order binding on Holdings or affecting its property conflicts with, or requires any consent which has not already been obtained under, or would in any way prevent the execution, delivery or performance of, the terms of this Agreement by Holdings; (e) Section 6.05 the execution, delivery and carrying out of the terms of this Agreement will not constitute a default under, or result in the creation or imposition of, or obligations to create, any lien or security interest in the property of Holdings pursuant to the terms of any mortgage, indenture, contract or agreement; and (f) Section 6.06 as of the date hereof, there are no pending or, to Holdings’ knowledge, threatened, litigation, arbitration or other proceedings that would reasonably be expected to prevent its performance of the terms of this Agreement.

Representations and Warranties of Holdings. Holdings hereby represents and warrants to each Agent, each Lender Duke and each Secured Party as followsthe Company that: (a) it Holdings is a duly organized, formed and validly existing and limited partnership in good standing under the laws of the State of Delaware and all other states in which Holdings is required to so qualify in order to legally perform its jurisdiction of organization; (b) it obligations hereunder, and has the requisite power and authority to enter into, execute, deliver into and carry out the terms of this Agreement; (b) all action required to be taken by Holdings to consummate this Agreement has been taken by Holdings and no further approval of any board, all of which have been duly authorized by all proper and court or other body is necessary action and are not prohibited by its Organizational Documentsin order to permit Holdings to consummate this Agreement; (c) neither the execution and delivery of, nor the performance of, nor the compliance with, this Agreement has resulted (or will result) in any violation of, be in conflict with, invalidate, cancel or make inoperative, interfere with, or constitute a default under, any charter, bylaw, venture agreement, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, agreement, permit, judgment, decree or order to which Holdings is a party or by which Holdings is bound, and there is no default and no event or omission has occurred which, but for the passing of time or the giving of notice, or both, would constitute a default on the part of Holdings under this Agreement; (d) there is no action, proceeding or investigation pending or, to Holdings’ actual knowledge, threatened (nor any basis therefor) which questions, directly or indirectly, the validity or enforceability of this Agreement as to Holdings; and (e) this Agreement has been duly executed by Holdings and constitutes the valid and legally binding obligation agreement of Holdings and is Holdings, enforceable in accordance with its terms, except as such the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement rights and remedies of creditors’ rights creditors generally and by equitable principles; (d) no provisions principles of any mortgage, indenture, contract, agreement, statute, rule, regulation, judgment, decree or order binding on Holdings or affecting its property conflicts with, or requires any consent which has not already been obtained under, or would in any way prevent the execution, delivery or performance of, the terms of this Agreement by Holdings; (e) the execution, delivery and carrying out of the terms of this Agreement will not constitute a default under, or result in the creation or imposition of, or obligations to create, any lien or security interest in the property of Holdings pursuant to the terms of any mortgage, indenture, contract or agreement; and (f) as of the date hereof, there are no pending or, to Holdings’ knowledge, threatened, litigation, arbitration or other proceedings that would reasonably be expected to prevent its performance of the terms of this Agreementgeneral application.

Representations and Warranties of Holdings. Holdings hereby represents and warrants to each Agent, each Lender Pocatello and each Secured Party as followsthe Company that: (a) it Holdings is a duly organized, formed and validly existing and limited partnership in good standing under the laws of its jurisdiction the State of organization; (b) it Delaware and has the requisite power and authority to enter into, execute, deliver into and carry out the terms of this Agreement; (b) all action required to be taken by Holdings to consummate this Agreement has been taken by Holdings and no further approval of any board, all of which have been duly authorized by all proper and court or other body is necessary action and are not prohibited by its Organizational Documentsin order to permit Holdings to consummate this Agreement; (c) neither the execution and delivery of, nor the performance of, nor the compliance with, this Agreement has resulted (or will result) in any violation of, be in conflict with, invalidate, cancel or make inoperative, interfere with, or constitute a default under, any charter, bylaw, venture agreement, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, agreement, permit, judgment, decree or order to which Holdings is a party or by which Holdings is bound, and there is no default and no event or omission has occurred which, but for the passing of time or the giving of notice, or both, would constitute a default on the part of Holdings under this Agreement; (d) there is no action, proceeding or investigation pending or, to Holdings’ actual knowledge, threatened (nor any basis therefor) which questions, directly or indirectly, the validity or enforceability of this Agreement as to Holdings; and (e) this Agreement has been duly executed by Holdings and constitutes the valid and legally binding obligation agreement of Holdings and is Holdings, enforceable in accordance with its terms, except as such the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement rights and remedies of creditors’ rights creditors generally and by equitable principles; (d) no provisions principles of any mortgage, indenture, contract, agreement, statute, rule, regulation, judgment, decree or order binding on Holdings or affecting its property conflicts with, or requires any consent which has not already been obtained under, or would in any way prevent the execution, delivery or performance of, the terms of this Agreement by Holdings; (e) the execution, delivery and carrying out of the terms of this Agreement will not constitute a default under, or result in the creation or imposition of, or obligations to create, any lien or security interest in the property of Holdings pursuant to the terms of any mortgage, indenture, contract or agreement; and (f) as of the date hereof, there are no pending or, to Holdings’ knowledge, threatened, litigation, arbitration or other proceedings that would reasonably be expected to prevent its performance of the terms of this Agreementgeneral application.