Representations and Warranties of Loan Parties. As an inducement to Lender to enter into this Agreement, each Loan Party makes the following representations and warranties to Lender (which survive the execution and delivery of this Agreement): a. Each Loan Party is in compliance in all material respects with all covenants contained in each of the Loan Agreements and the documents related thereto. b. All representations and warranties of each Loan Party contained in the Loan Agreements are true and correct in all material respects on and as of this date. c. No Event of Default exists under any of the Loan Agreements. d. No adverse change in condition (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby. e. All information that any Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition. f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby. g. The execution, delivery and performance by each of the Loan Parties of its respective obligations under the Loan Agreements and the documents related thereto have been duly authorized by all necessary action, and does not and will not require any registration with, consent or approval of, or notice to, or any action by, any person. The Loan Agreements and the documents related thereto including this Agreement constitute the legal, valid and binding obligation of the Loan Parties and each of them enforceable against such party in accordance with their respective terms. h. The execution and delivery of this Agreement, and the compliance with its terms as contemplated herein, will not result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement or any document related thereto (the "COLLATERAL") or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable law. i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge of any Loan Party threatened, against or affecting any Loan Party or the Collateral at law or in equity, before or by any person which, if determined adversely to any Loan Party, would have a material adverse effect on the business or condition (financial or otherwise) of any Loan Party or the Collateral. No Loan Party is in violation of or in default with respect to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the Note. j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance. k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Unimark Group Inc), Revolving Credit Agreement (Unimark Group Inc)
Representations and Warranties of Loan Parties. As an inducement Each Loan Party hereby represents and warrants to Lender the Lenders as follows:
1 Company to confirm/update.
x. xx (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement, each Loan Party makes the following representations and warranties to Lender (which survive the execution and delivery of this Agreement):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each of the Loan Agreements and the documents related thereto.
b. All representations and warranties of each Loan Party contained in the Loan Agreements are true and correct in all material respects on and as of this date.
c. No Event of Default exists under any of the Loan Agreements.
d. No adverse change in condition (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.by the Credit Agreement as amended hereby;
g. The execution, delivery and performance by each of ii. the Loan Parties of its respective obligations under the Loan Agreements and the documents related thereto have been duly authorized by all necessary action, and does not and will not require any registration with, consent or approval of, or notice to, or any action by, any person. The Loan Agreements and the documents related thereto including this Agreement constitute the legal, valid and binding obligation of the Loan Parties and each of them enforceable against such party in accordance with their respective terms.
h. The execution and delivery of this Agreement, and the compliance with its terms performance by it of this Agreement and the Credit Agreement as contemplated hereinamended hereby, (i) have been duly authorized by all necessary action on the part of such Loan Party and (ii) do not and will not (A) violate any material provision of federal, state, or local law or regulation applicable to such Loan Party or its Subsidiaries, the Governing Documents of such Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on such Loan Party or its Subsidiaries, (B) conflict with, result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement or any document related thereto (the "COLLATERAL") or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of a default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Material Contract of such Loan Party or its Subsidiaries where any such conflict, breach or default could individually or in the Collateral may aggregate reasonably be bound expected to have a Material Adverse Effect, (C) result in or affected, and will not violate any provision of applicable law.
i. There are no suits, actions require the creation or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge imposition of any Lien of any nature whatsoever upon any assets of such Loan Party threatenedParty, against or affecting other than Permitted Liens, (D) require any approval of any holder of Equity Interests of such Loan Party or the Collateral at law any approval or in equity, before or by consent of any person which, if determined adversely to Person under any material agreement of any Loan Party, would other than consents or approvals that have a been obtained and that are still in force and effect and except, in the case of material adverse effect on agreements, for consents or approvals, the business or condition (financial or otherwise) failure of any Loan Party or the Collateral. No Loan Party is in violation of which to obtain could not individually or in default the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any registration with, consent, or approval of, or notice to or other action with respect to or by, any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be boundGovernmental Authority, other than as may exist under the Note.
j. No propertyregistrations, tangible or intangibleconsents, subject to any security interestapprovals, mortgage, deed of trust, pledge, liennotices, or encumbrance to Lender is subject to any other security interest, mortgage, deed actions that have been obtained and that are still in force and effect;
iii. this Agreement and the Credit Agreement as amended hereby are the legally valid and binding obligations of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each such Loan Party, jointly enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally; and
iv. the representations and severallywarranties contained in Section 4 of the Credit Agreement are true and correct in all material respects, agrees to indemnify in each case, with the same effect as though such representations and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred warranties had been made on and as a result of the Second Amendment Effective Date; provided that in the case of any representation or warranty made that expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided, further, that if any of the representations are qualified by it herein proving or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representations shall be untrue true and correct in any respectall respects.
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
Representations and Warranties of Loan Parties. As Each Loan Party represents and warrants to Lender, as an inducement to Lender to enter into this Agreement, each that (a) no Default or Event of Default exists under the Loan Party makes Documents, except for Stipulated Defaults that are in existence on the following date hereof; (b) subject to the existence of the Stipulated Defaults, the representations and warranties to Lender (which survive of Loan Parties contained in the execution Loan Documents were true and delivery of this Agreement):
a. Each Loan Party is in compliance correct in all material respects with all covenants contained in each of the Loan Agreements when made and the documents related thereto.
b. All representations and warranties of each Loan Party contained in the Loan Agreements are continue to be true and correct in all material respects on and as of this date.
c. No Event of Default exists under any of the Loan Agreements.
d. No adverse change in condition date hereof; (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (ic) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each of the Loan Parties of its respective obligations under the Loan Agreements this Agreement and the documents related thereto consummation of the transactions contemplated hereby are within the entity power of each Loan Party and have been duly authorized by all necessary actionentity action on the part of such Loan Party, and does not and will do not require any registration approval or consent, or filing with, consent any governmental agency or approval ofauthority, do not violate any provisions of any law, rule or notice to, regulation or any action byprovision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which such Loan Party is named or any person. The provision of the organizational documents of such Loan Agreements Party and the documents related thereto including do not result in a breach of or constitute a default under any agreement or instrument to which such Loan Party is a party or by which it or any of its properties is bound; (d) this Agreement constitute constitutes the legal, valid and binding obligation of the each Loan Parties and each of them Party, enforceable against such party each Loan Party in accordance with their respective its terms.
h. The execution ; (e) all Payroll Taxes required to be withheld from the wages of Borrowers’ employees have been paid or deposited when due; (f) each is entering into this Agreement freely and delivery voluntarily with the advice of legal counsel of his or its own choosing; (g) each has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement, ; and the compliance with its terms as contemplated herein, will not result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement or any document related thereto (the "COLLATERAL"h) or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any no Loan Party is a party or by which presently intends to commence any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable lawInsolvency Proceeding.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge of any Loan Party threatened, against or affecting any Loan Party or the Collateral at law or in equity, before or by any person which, if determined adversely to any Loan Party, would have a material adverse effect on the business or condition (financial or otherwise) of any Loan Party or the Collateral. No Loan Party is in violation of or in default with respect to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the Note.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
Appears in 1 contract
Samples: Forbearance Agreement and Third Amendment to Credit Agreement (Industrial Services of America Inc)
Representations and Warranties of Loan Parties. As an inducement to Lender to enter into this Agreement, each Loan Party makes the following representations and warranties to Lender (which survive the execution and delivery of this Agreement):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each represents and warrants that (a) no Default or Event of Default exists under the Loan Agreements Agreement or the Other Documents, except for the Stipulated Default and no Default or Event of Default (as such terms are defined in the documents related thereto.
b. All Senior Unsecured Note Documents) exists except for the Stipulated Notes Default; (b) the representations and warranties of each Loan Party contained in the Loan Agreements are Agreement and the Other Documents were true and correct when made and continue to be true and correct on the date hereof in all material respects on and as (without duplication of this date.
c. No Event of Default exists under any of the Loan Agreements.
d. No adverse change in condition materiality qualifier contained therein); (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (ic) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each Loan Party of this Agreement and the consummation of the transactions contemplated hereby are within the entity power of each such Loan Parties of its respective obligations under the Loan Agreements Party and the documents related thereto have been duly authorized by all necessary actionentity action on the part of each such Loan Party, and does not and will do not require any registration approval or consent, or filing with, consent any governmental agency or approval ofauthority (other than a filing of a Form 8-K with the Securities and Exchange Commission announcing the entering of this Agreement), do not violate any provisions of any law, rule or notice to, regulation or any action byprovision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which each such Loan Party is named or any person. The provision of the organizational or governing documents of each such Loan Agreements Party and the documents related thereto including do not result in a breach of or constitute a default under any agreement or instrument to which each such Loan Party is a party or by which it or any of its properties are bound; (d) this Agreement constitute constitutes the legal, valid and binding obligation of the Loan Parties, enforceable against Loan Parties and each of them enforceable against such party in accordance with their respective its terms.
h. The execution ; (e) all Payroll Taxes required to be withheld from the wages of Borrowers' and delivery Guarantor's employees have been paid or deposited when due; (f) each is entering into this Agreement freely and voluntarily with the advice of legal counsel of its own choosing; (g) each has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement; and (h) at all times on and after July 15, 2016, and the compliance with its terms as contemplated herein, will not result in a breach of any of the terms or conditions ofdate hereof, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement or any document related thereto (the "COLLATERAL") or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due Forbearance Conditions have been timely satisfied and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge of any Loan Party threatened, against or affecting any Loan Party or the Collateral at law or in equity, before or by any person which, if determined adversely to any Loan Party, would have a material adverse effect on the business or condition (financial or otherwise) of any Loan Party or the Collateral. No Loan Party is in violation of or in default with respect to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the Note.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving continue to be untrue in any respecttimely satisfied.
Appears in 1 contract
Samples: Forbearance Agreement and Loan and Security Agreement (Forbes Energy Services Ltd.)
Representations and Warranties of Loan Parties. As an inducement to Lender Bank to enter into this AgreementFifth Amendment, each Loan Party makes the following representations and warranties to Lender Bank (which survive the execution and delivery of this AgreementFifth Amendment):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each of the Loan Agreements Agreement and the documents related thereto.
b. All representations and warranties of each Loan Party contained in the Loan Agreements Agreement and the other Gise Xxxn Documents are true and correct in all material respects on and as of this date.
c. No Event of Default default exists under any of the Loan AgreementsAgreement.
d. No adverse change in condition (financial or otherwise) of Group Borrower or any of its Subsidiaries (as defined in the Credit Agreement) Affiliates not previously disclosed to the Lender Bank in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group Borrower or any of its SubsidiariesAffiliates, or Group Borrower and its Subsidiaries Affiliates taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements Agreement or any documents related thereto; or (iii) the ability of GroupBorrower, or any Subsidiary Affiliate of GroupBorrower, to meet and carry out their respective obligations under the Loan Agreements Agreement or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party or any Subsidiary Affiliate of a Loan Party has provided to Lender Bank in connection herewith is true and accurate and no Loan Party nor any Subsidiary Affiliate of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan AgreementsAgreement, this Agreement Fifth Amendment and any document executed pursuant to this AgreementFifth Amendment, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each of the Loan Parties of its respective obligations under the Loan Agreements Agreement and the documents related thereto have been duly authorized by all necessary action, and does not and will not require any registration with, consent or approval of, or notice to, or any action by, any person. The Loan Agreements Agreement and the documents related thereto including this Agreement Fifth Amendment constitute the legal, valid and binding obligation of the Loan Parties and each of them enforceable against such party in accordance with their respective terms.
h. The execution and delivery of this AgreementFifth Amendment, and the compliance with its terms as contemplated herein, will not result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any the Loan Agreement or any document related thereto (the "COLLATERAL") or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group Borrower or any Subsidiary Affiliate of GroupBorrower) pending, or to the knowledge of any Loan Party threatened, against or affecting any Loan Party or the Collateral at law or in equity, before or by any person which, if determined adversely to any Loan Party, would have a material adverse effect on the business or condition (financial or otherwise) of any Loan Party or the Collateral. No Loan Party is in violation of or in default with respect to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the NoteNotes.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender Bank is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas Mexico and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender Bank harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
Appears in 1 contract
Representations and Warranties of Loan Parties. As an inducement to Lender to enter into this Agreement, each Loan Party makes the following representations and warranties to Lender (which survive the execution and delivery of this Agreement):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each represents and warrants that (a) no Default or Event of Default exists under the Loan Agreements Agreement or the Other Documents, except for the Stipulated Defaults, and no Default or Event of Default (as such terms are defined in the documents related thereto.
b. All Senior Unsecured Note Documents) exists except for the Stipulated Notes Defaults; (b) the representations and warranties of each Loan Party contained in the Loan Agreements are Agreement and the Other Documents were true and correct when made and continue to be true and correct on the date hereof in all material respects on and as (without duplication of this date.
c. No Event of Default exists under any of the Loan Agreements.
d. No adverse change in condition materiality qualifier contained therein); (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (ic) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each Loan Party of this Agreement and the consummation of the transactions contemplated hereby are within the entity power of each such Loan Parties of its respective obligations under the Loan Agreements Party and the documents related thereto have been duly authorized by all necessary actionentity action on the part of each such Loan Party, and does not and will do not require any registration approval or consent, or filing with, consent any governmental agency or approval ofauthority (other than a filing of a Form 8-K with the Securities and Exchange Commission announcing the entering of this Agreement), do not violate any provisions of any law, rule or notice to, regulation or any action byprovision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which each such Loan Party is named or any person. The provision of the organizational or governing documents of each such Loan Agreements Party and the documents related thereto including do not result in a breach of or constitute a default under any agreement or instrument to which each such Loan Party is a party or by which it or any of its properties are bound; (d) this Agreement constitute constitutes the legal, valid and binding obligation of the Loan Parties, enforceable against Loan Parties and each of them enforceable against such party in accordance with their respective its terms.
h. The execution ; (e) all Payroll Taxes required to be withheld from the wages of Borrowers' and delivery Guarantor's employees have been paid or deposited when due; (f) each is entering into this Agreement freely and voluntarily with the advice of legal counsel of its own choosing; and (g) each has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement, and the compliance with its terms as contemplated herein, will not result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement or any document related thereto (the "COLLATERAL") or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge of any Loan Party threatened, against or affecting any Loan Party or the Collateral at law or in equity, before or by any person which, if determined adversely to any Loan Party, would have a material adverse effect on the business or condition (financial or otherwise) of any Loan Party or the Collateral. No Loan Party is in violation of or in default with respect to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the Note.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
Appears in 1 contract
Samples: Forbearance Agreement and Amendment to Loan and Security Agreement (Forbes Energy Services Ltd.)
Representations and Warranties of Loan Parties. As an inducement to Lender to enter into this Agreement, each Loan Party makes the following The Company represents and warrants (which representations and warranties to Lender (which shall survive the execution and delivery of hereof) to the Administrative Agent and each Lender that before and after giving effect to this Agreement):Amendment:
a. (a) Each Loan Party is in compliance in has all material respects with all covenants contained in requisite power and authority to execute, deliver and perform its obligations under, and consummate the transactions contemplated by, this Amendment.
(b) The execution, delivery and performance by each Loan Party of, and the consummation by each Loan Party of the Loan Agreements transactions contemplated by, this Amendment have been duly authorized by all necessary corporate or other organizational action and do not and will not (i) contravene the documents related theretoterms of any of such Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law.
b. All (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, or for the consummation of the transactions contemplated by this Amendment.
(d) This Amendment has been duly executed and delivered by each Loan Party and constitutes the legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(e) The representations and warranties of each Loan Party contained in Article V of the Amended Credit Agreement or any other Loan Agreements Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of this the Third Amendment Effective Date with the same force and effect as if made on such date.
c. No Event of Default exists under any of the Loan Agreements.
d. No adverse change in condition (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: , except (i) with respect to the condition (financial or otherwiserepresentations and warranties set forth in Section 5.20(b) of Group or any of its Subsidiariesthe Amended Credit Agreement, or Group in which case they are true and its Subsidiaries taken as a whole; correct in all respects, (ii) to the validity or enforceability 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 any of the Loan Agreements or any documents related thereto; or such earlier date, (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each of the Loan Parties of its respective obligations under the Loan Agreements and the documents related thereto have been duly authorized by all necessary action, and does not and will not require any registration with, consent or approval of, or notice to, or any action by, any person. The Loan Agreements and the documents related thereto including this Agreement constitute the legal, valid and binding obligation of the Loan Parties and each of them enforceable against such party in accordance with their respective terms.
h. The execution and delivery of this Agreement, and the compliance with its terms as contemplated herein, will not result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement or any document related thereto (the "COLLATERAL") or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge of any Loan Party threatened, against or affecting any Loan Party or the Collateral at law or in equity, before or by any person which, if determined adversely to any Loan Party, would have a material adverse effect on the business or condition (financial or otherwise) of any Loan Party or the Collateral. No Loan Party is in violation of or in default with respect to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the Note.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made that is already by it herein proving its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be untrue true and correct in any respectall respects as of such date after giving effect to such qualification, and (iv) for purposes of this Amendment, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Amended Credit Agreement.
(f) No Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Samples: Credit Agreement (W. P. Carey Inc.)
Representations and Warranties of Loan Parties. As Each Loan Party represents and warrants to Administrative Agent, each Co-Collateral Agent, and each Lender, as an inducement to Administrative Agent, each Co-Collateral Agent, and each Lender to enter into this Agreement, each that (a) no Default or Event of Default exists under the Loan Party makes Documents, except for Stipulated Defaults that are in existence on the following representations and warranties date hereof; (b) subject to Lender (which survive the execution and delivery of this Agreement):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each existence of the Loan Agreements and Stipulated Defaults, the documents related thereto.
b. All representations and warranties of each such Loan Party contained in the Loan Agreements are Documents were true and correct in all material respects when made and continue to be true and correct in all material respects on and as of this date.
c. No Event of Default exists under any of the Loan Agreements.
d. No adverse change in condition date hereof; (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (ic) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each such Loan Party of this Agreement and the consummation of the transactions contemplated hereby are within the entity power of such Loan Parties of its respective obligations under the Loan Agreements Party and the documents related thereto have been duly authorized by all necessary corporate or limited liability company action, and does not and will as applicable, on the part of such Loan Party, do not require any registration approval or consent, or filing with, consent any governmental agency or approval ofauthority, do not violate any provisions of any law, rule or notice to, regulation or any action byprovision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which such Loan Party is named or any person. The provision of the Organizational Documents of such Loan Agreements Party and the documents related thereto including do not result in a breach of or constitute a default under any agreement or instrument to which such Loan Party is a party or by which it or any of its Properties is bound; (d) this Agreement constitute constitutes the legal, valid and binding obligation of the such Loan Parties and each of them Party, enforceable against such party Loan Party in accordance with their respective its terms.
h. The execution and delivery ; (e) all Payroll Taxes required to be withheld from the wages of this Agreement, and the compliance with its terms as contemplated herein, will not result in a breach of any of the terms such Loan Party’s employees have been paid or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement or any document related thereto deposited when due; (the "COLLATERAL"f) or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any such Loan Party is a party or by which any entering into this Agreement freely and voluntarily with the advice of legal counsel of such Loan Party’s own choosing; (g) such Loan Party or the Collateral may be bound or affected, has freely and will not violate any provision of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or voluntarily agreed to the knowledge of any releases, waivers and undertakings set forth in this Agreement; and (h) no Loan Party threatened, against or affecting intends to commence any Loan Party or the Collateral at law or in equity, before or by any person which, if determined adversely to any Loan Party, would have a material adverse effect on the business or condition (financial or otherwise) of any Loan Party or the Collateral. No Loan Party is in violation of or in default with respect to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the NoteInsolvency Proceeding.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
Appears in 1 contract
Representations and Warranties of Loan Parties. As an inducement to Lender to enter into this Agreement, each Loan Party makes the following The Borrower represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to Lender the Administrative Agent and the Lenders that:
(which survive a) the Loan Parties have the requisite power and authority to execute and deliver this Amendment and to perform their respective obligations under this Amendment and the Amended Loan Agreement, and the execution and delivery of this Agreement):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each of the Loan Agreements Amendment and the documents related thereto.
b. All representations and warranties of each Loan Party contained in the Loan Agreements are true and correct in all material respects on and as performance of this date.
c. No Event of Default exists under any of the Loan Agreements.
d. No adverse change in condition (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each of the Loan Parties of its respective obligations under the Loan Agreements Amendment and the documents related thereto Amended Loan Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and does not and will not require any registration with, ;
(b) no consent or approval of, registration or notice tofiling with, or any other action by, any person. The Governmental Authority or any other Person is required in connection with, the execution and delivery of this Amendment or the performance of this Amendment or the Amended Loan Agreements Agreement;
(c) this Amendment has been duly executed and the documents related thereto including this Agreement constitute the delivered by or on behalf of each Loan Party and constitutes its legal, valid and binding obligation of the Loan Parties and each of them enforceable against such party Loan Party in accordance with their respective its terms., subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and
h. The (d) the execution and delivery of this Agreement, Amendment and the compliance with its terms as contemplated herein, will not result in a breach performance of any of this Amendment and the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Amended Loan Agreement or any document related thereto (the "COLLATERAL"i) or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Loan Party or the Collateral may be bound or affected, and will not violate any provision applicable law or regulation or the charter, by-laws or other organizational documents of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group the Borrower or any Subsidiary of Group) pending, its Subsidiaries or to the knowledge any order of any Loan Party threatened, against or affecting any Loan Party or the Collateral at law or in equity, before or by any person which, if determined adversely to Governmental Authority having jurisdiction over any Loan Party, except for any violation of any applicable law or regulation that would not reasonably be expected to have a material adverse effect on the business Material Adverse Effect, (ii) will not violate or condition (financial or otherwise) of any Loan Party or the Collateral. No Loan Party is result in violation of or in a default with respect to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrumentother instrument binding upon the Borrower or any of its Subsidiaries or their assets, under which or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, except for any violation or default that would not reasonably be expected to have a Material Adverse Effect, and (iii) will not result in the creation or imposition of any Lien on any asset of any Loan Party is a party or may be bound, other than as may exist under the NoteParty.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
Appears in 1 contract
Representations and Warranties of Loan Parties. As an inducement In order to Lender induce the Lenders and the Administrative Agent to enter into this AgreementAmendment, each of the Loan Party makes the following Parties represents and warrants (which representations and warranties to Lender (which shall survive the execution and delivery of this Agreement):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each of hereof) to the Loan Agreements Administrative Agent and the documents related thereto.Lenders that:
b. All representations (a) it has all requisite power and warranties of authority to execute and deliver this Amendment and to perform its obligations under this Amendment and the Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”);
(b) the execution and delivery by each Loan Party contained in the Loan Agreements are true and correct in all material respects on and as of this date.
c. No Event Amendment and the performance of Default exists under any of this Amendment and the Loan Agreements.
d. No adverse change in condition (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Amended Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Agreement by each Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each of the Loan Parties of its respective obligations under the Loan Agreements and the documents related party thereto have been duly authorized by all necessary corporate or other organizational action;
(c) no approval, and does not and will not require any registration withconsent, consent exemption, authorization, or approval ofother action by, or notice to, or any action byfiling with, any person. The Loan Agreements Governmental Authority or any other Person is necessary or required in connection with the execution or delivery of this Amendment or the performance of its obligations under this Amendment or the Amended Credit Agreement;
(d) this Amendment has been duly executed and delivered on its behalf by a duly authorized officer, and this Amendment and the documents related thereto including this Amended Credit Agreement constitute the each constitutes a legal, valid and binding obligation of the such Loan Parties and each of them Party enforceable against such each Loan Party that is party thereto in accordance with their respective its terms.;
h. The (e) no Default or Event of Default exists or would result from the consummation of the transactions contemplated by this Amendment or the Amended Credit Agreement; and
(f) neither the execution and delivery of this Agreement, Amendment nor the performance of this Amendment and the compliance Amended Credit Agreement will (i) conflict with its terms as contemplated herein, will not or result in a any breach of any of the terms or conditions contravention of, or result in the imposition creation of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement (or any document related thereto requirement to create) any Lien under, or require any payment to be made under (the "COLLATERAL"x) or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by Contractual Obligation to which any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge of any Loan Party threatened, against its Subsidiaries is a party or affecting any Loan Party Party, any of its Subsidiaries or the Collateral at law or in equity, before or by any person which, if determined adversely to any Loan Party, would have a material adverse effect on the business or condition (financial or otherwise) properties of any Loan Party or the Collateral. No Loan Party is in violation any of its Subsidiaries or in default with respect (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or any of its Subsidiaries or their respective property is subject, the Collateral, nor is it in violation conflict or breach of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the Noteforegoing clauses (x) and/or (y) would reasonably be expected to have a Material Adverse Effect or (ii) violate any Law.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Ares Real Estate Income Trust Inc.)
Representations and Warranties of Loan Parties. As an inducement to Lender to enter into this Agreement, each Loan Party party makes the following representations and warranties to Lender (which survive the execution and delivery of this Agreement):
a. Each Loan Party party is in compliance in all material respects with all covenants contained in each of the Loan Agreements and the documents related thereto.
b. All representations and warranties of each Loan Party contained in the Loan Agreements are true and correct in all material respects on and as of this date.
c. No Event of Default exists under any of the Loan Agreements.
d. No adverse change in condition (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party party nor any Subsidiary of a Loan Party party has failed to disclose any information of a material nature regarding its financial financial, condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each of the Loan Parties of its respective obligations under the Loan Agreements and the documents related thereto have been duly authorized by all necessary action, and does not and will not require any registration with, consent or approval of, or notice to, or any action by, any person. The Loan Agreements and the documents related thereto including this Agreement constitute the legal, valid and binding obligation of the Loan Parties and each of them enforceable against such party in accordance with their respective terms.
h. The execution and delivery of this Agreement, and the compliance with its terms as contemplated herein, will not result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement or any document related thereto (the "COLLATERAL") or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of GroupGroup ) pending, or to the knowledge of any Loan Party threatened, against or affecting any Loan Party or the Collateral at law or in equityequity , before or by any person which, if determined adversely to any Loan Partyparty , would have a material adverse effect on the business or condition (financial or otherwise) of any Loan Party or the Collateral. No Loan Party is in violation of or in default with respect to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the Note.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.or
Appears in 1 contract
Representations and Warranties of Loan Parties. As an inducement to Lender Bank to enter into this AgreementSixth Amendment, each Loan Party makes the following representations and warranties to Lender Bank (which survive the execution and delivery of this AgreementSixth Amendment):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each of the Loan Agreements Agreement and the documents related thereto.
b. All representations and warranties of each Loan Party contained in the Loan Agreements Agreement and the other Gise Xxxn Documents are true and correct in all material respects on and as of this date.
c. No Event of Default default exists under any of the Loan AgreementsAgreement.
d. No adverse change in condition (financial or otherwise) of Group Borrower or any of its Subsidiaries (as defined in the Credit Agreement) Affiliates not previously disclosed to the Lender Bank in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group Borrower or any of its SubsidiariesAffiliates, or Group Borrower and its Subsidiaries Affiliates taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements Agreement or any documents related thereto; or (iii) the ability of GroupBorrower, or any Subsidiary Affiliate of GroupBorrower, to meet and carry out their respective obligations under the Loan Agreements Agreement or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party or any Subsidiary Affiliate of a Loan Party has provided to Lender Bank in connection herewith is true and accurate and no Loan Party nor any Subsidiary Affiliate of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan AgreementsAgreement, this Agreement Sixth Amendment and any document executed pursuant to this AgreementSixth Amendment, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each of the Loan Parties of its respective obligations under the Loan Agreements Agreement and the documents related thereto have been duly authorized by all necessary action, and does not and will not require any registration with, consent or approval of, or notice to, or any action by, any person. The Loan Agreements Agreement and the documents related thereto including this Agreement Sixth Amendment constitute the legal, valid and binding obligation of the Loan Parties and each of them enforceable against such party in accordance with their respective terms.
h. The execution and delivery of this AgreementSixth Amendment, and the compliance with its terms as contemplated herein, will not result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any the Loan Agreement or any document related thereto (the "COLLATERAL") or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group Borrower or any Subsidiary Affiliate of GroupBorrower) pending, or to the knowledge of any Loan Party threatened, against or affecting any Loan Party or the Collateral at law or in equity, before or by any person which, if determined adversely to any Loan Party, would have a material adverse effect on the business or condition (financial or otherwise) of any Loan Party or the Collateral. No Loan Party is in violation of or in default with respect to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the NoteNotes.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender Bank is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas Mexico and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender Bank harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
Appears in 1 contract
Representations and Warranties of Loan Parties. As an inducement In order to Lender induce the Lenders and the Administrative Agent to enter into this AgreementAmendment, each of the Loan Party makes the following Parties represents and warrants (which representations and warranties to Lender (which shall survive the execution and delivery of this Agreement):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each of hereof) to the Loan Agreements Administrative Agent and the documents related thereto.Lenders that:
b. All representations (a) it has all requisite power and warranties of authority to execute and deliver this Amendment and to perform its obligations under this Amendment and the Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”);
(b) the execution and delivery by each Loan Party contained in the Loan Agreements are true and correct in all material respects on and as of this date.
c. No Event Amendment and the performance of Default exists under any of this Amendment and the Loan Agreements.
d. No adverse change in condition (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Amended Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Agreement by each Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each of the Loan Parties of its respective obligations under the Loan Agreements and the documents related party thereto have been duly authorized by all necessary corporate or other organizational action;
(c) no approval, and does not and will not require any registration withconsent, consent exemption, authorization, or approval ofother action by, or notice to, or any action byfiling with, any person. The Loan Agreements Governmental Authority or any other Person is necessary or required in connection with the execution or delivery of this Amendment or the performance of its obligations under this Amendment or the Amended Credit Agreement;
(d) this Amendment has been duly executed and delivered on its behalf by a duly authorized officer, and this Amendment and the documents related thereto including this Amended Credit Agreement constitute the each constitutes a legal, valid and binding obligation of the such Loan Parties and each of them Party enforceable against such each Loan Party that is party thereto in accordance with their respective its terms.;
h. The (e) no Default or Event of Default exists or would result from the consummation of the transactions contemplated by this Amendment or the Amended Credit Agreement; and
(f) neither the execution and delivery of this Agreement, Amendment nor the performance of this Amendment and the compliance Amended Credit Agreement will (i) conflict with its terms as contemplated herein, will not or result in a any breach of any of the terms or conditions contravention of, or result in the imposition creation of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement (or any document related thereto requirement to create) any Lien under, or require any payment to be made under (the "COLLATERAL"x) or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by Contractual Obligation to which any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge of any Loan Party threatened, against its Subsidiaries is a party or affecting any Loan Party Party, any of its Subsidiaries or the Collateral at law or in equity, before or by any person which, if determined adversely to any Loan Party, would have a material adverse effect on the business or condition (financial or otherwise) properties of any Loan Party or the Collateral. No Loan Party is in violation any of its Subsidiaries or in default with respect (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or any of its Subsidiaries or their respective property is subject, the Collateral, nor is it in violation conflict or breach of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the Noteforegoing clauses (x) and/or (y) would reasonably be expected to have a Material Adverse Effect or (ii) violate any Law.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
Appears in 1 contract
Samples: Credit Agreement (Ares Real Estate Income Trust Inc.)
Representations and Warranties of Loan Parties. As an inducement Each Loan Party hereby represents and warrants to Lender the Lenders as follows:
(a) it (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement, each Loan Party makes the following representations and warranties to Lender (which survive the execution and delivery of this Agreement):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each of the Loan Agreements and the documents related thereto.
b. All representations and warranties of each Loan Party contained in the Loan Agreements are true and correct in all material respects on and as of this date.
c. No Event of Default exists under any of the Loan Agreements.
d. No adverse change in condition (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.by the Credit Agreement as amended hereby;
g. The execution, delivery and performance by each of (b) the Loan Parties of its respective obligations under the Loan Agreements and the documents related thereto have been duly authorized by all necessary action, and does not and will not require any registration with, consent or approval of, or notice to, or any action by, any person. The Loan Agreements and the documents related thereto including this Agreement constitute the legal, valid and binding obligation of the Loan Parties and each of them enforceable against such party in accordance with their respective terms.
h. The execution and delivery of this Agreement, and the compliance with its terms performance by it of this Agreement and the Credit Agreement as contemplated hereinamended hereby, (i) have been duly authorized by all necessary action on the part of such Loan Party and (ii) do not and will not (A) violate any material provision of federal, state, or local law or regulation applicable to such Loan Party or its Subsidiaries, the Governing Documents of such Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on such Loan Party or its Subsidiaries, (B) conflict with, result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement or any document related thereto (the "COLLATERAL") or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of a default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Material Contract of such Loan Party or its Subsidiaries where any such conflict, breach or default could individually or in the Collateral may aggregate reasonably be bound expected to have a Material Adverse Effect, (C) result in or affected, and will not violate any provision of applicable law.
i. There are no suits, actions require the creation or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge imposition of any Lien of any nature whatsoever upon any assets of such Loan Party threatenedParty, against or affecting other than Permitted Liens, (D) require any approval of any holder of Equity Interests of such Loan Party or the Collateral at law any approval or in equity, before or by consent of any person which, if determined adversely to Person under any material agreement of any Loan Party, would other than consents or approvals that have a been obtained and that are still in force and effect and except, in the case of material adverse effect on agreements, for consents or approvals, the business or condition (financial or otherwise) failure of any Loan Party or the Collateral. No Loan Party is in violation of which to obtain could not individually or in default the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any registration with, consent, or approval of, or notice to or other action with respect to or by, any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be boundGovernmental Authority, other than as may exist under the Note.
j. No propertyregistrations, tangible or intangibleconsents, subject to any security interestapprovals, mortgage, deed of trust, pledge, liennotices, or encumbrance to Lender is subject to any other security interest, mortgage, deed actions that have been obtained and that are still in force and effect;
(c) this Agreement and the Credit Agreement as amended hereby are the legally valid and binding obligations of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each such Loan Party, jointly enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally; and
(d) the representations and severallywarranties contained in Section 4 of the Credit Agreement are true and correct in all material respects, agrees to indemnify in each case, with the same effect as though such representations and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred warranties had been made on and as a result of the First Amendment Effective Date; provided that in the case of any representation or warranty made that expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided, further, that if any of the representations are qualified by it herein proving or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representations shall be untrue true and correct in any respectall respects.
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
Representations and Warranties of Loan Parties. As an inducement In order to Lender induce the Lenders and the Administrative Agent to enter into this AgreementAmendment, each of the Loan Party makes the following Parties represents and warrants (which representations and warranties to Lender (which shall survive the execution and delivery of this Agreement):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each of hereof) to the Loan Agreements Administrative Agent and the documents related thereto.Lenders that:
b. All representations (a) it has all requisite power and warranties of authority to execute, deliver and perform its obligations under this Amendment and the Amended Credit Agreement;
(b) the execution and delivery by each Loan Party contained in the Loan Agreements are true and correct in all material respects on and as of this date.
c. No Event Amendment and the performance of Default exists under any of this Amendment and the Loan Agreements.
d. No adverse change in condition (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Amended Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Agreement by each Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each of the Loan Parties of its respective obligations under the Loan Agreements and the documents related party thereto have been duly authorized by all necessary corporate or other organizational action;
(c) no approval, and does not and will not require any registration withconsent, consent exemption, authorization, or approval ofother action by, or notice to, or any action byfiling with, any person. The Loan Agreements Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance of this Amendment or the Amended Credit Agreement;
(d) this Amendment has been duly executed and delivered on its behalf by a duly authorized officer, and this Amendment and the documents related thereto including this Amended Credit Agreement constitute the each constitutes a legal, valid and binding obligation of the such Loan Parties and each of them Party enforceable against such each Loan Party that is party thereto in accordance with their respective its terms.;
h. The (e) no Default or Event of Default exists or would result from the consummation of the transactions contemplated by this Amendment or the Amended Credit Agreement; and
(f) neither the execution and delivery of this Agreement, Amendment nor the performance of this Amendment and the compliance Amended Credit Agreement will (i) conflict with its terms as contemplated herein, will not or result in a any breach of any of the terms or conditions contravention of, or result in the imposition creation of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement (or any document related thereto requirement to create) any Lien under, or require any payment to be made under (the "COLLATERAL"x) or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by Contractual Obligation to which any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge of any Loan Party threatened, against its Subsidiaries is a party or affecting any Loan Party Party, any of its Subsidiaries or the Collateral at law or in equity, before or by any person which, if determined adversely to any Loan Party, would have a material adverse effect on the business or condition (financial or otherwise) properties of any Loan Party or the Collateral. No Loan Party is in violation any of its Subsidiaries or in default with respect (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or any of its Subsidiaries or their respective property is subject, the Collateral, nor is it in violation conflict or breach of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the Noteforegoing clauses (x) and/or (y) would reasonably be expected to have a Material Adverse Effect or (ii) violate any Law.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
Appears in 1 contract
Samples: Credit Agreement (Ares Real Estate Income Trust Inc.)
Representations and Warranties of Loan Parties. As an inducement Each Loan Party hereby represents and warrants to Lender the Lenders as follows:
(a) it (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement, each Loan Party makes the following representations and warranties to Lender (which survive the execution and delivery of this Agreement):
a. Each Loan Party is in compliance in all material respects with all covenants contained in each of the Loan Agreements and the documents related thereto.
b. All representations and warranties of each Loan Party contained in the Loan Agreements are true and correct in all material respects on and as of this date.
c. No Event of Default exists under any of the Loan Agreements.
d. No adverse change in condition (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party nor any Subsidiary of a Loan Party has failed to disclose any information of a material nature regarding its financial condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.by the Credit Agreement as amended hereby;
g. The execution, delivery and performance by each of (b) the Loan Parties of its respective obligations under the Loan Agreements and the documents related thereto have been duly authorized by all necessary action, and does not and will not require any registration with, consent or approval of, or notice to, or any action by, any person. The Loan Agreements and the documents related thereto including this Agreement constitute the legal, valid and binding obligation of the Loan Parties and each of them enforceable against such party in accordance with their respective terms.
h. The execution and delivery of this Agreement, and the compliance with its terms performance by it of this Agreement and the Credit Agreement as contemplated hereinamended hereby, (i) have been duly authorized by all necessary action on the part of such Loan Party and (ii) do not and will not (A) violate any material provision of federal, state, or local law or regulation applicable to such Loan Party or its Subsidiaries, the Governing Documents of such Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on such Loan Party or its Subsidiaries, (B) conflict with, result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement or any document related thereto (the "COLLATERAL") or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of a default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Material Contract of such Loan Party or its Subsidiaries where any such conflict, breach or default could individually or in the Collateral may aggregate reasonably be bound expected to have a Material Adverse Effect, (C) result in or affected, and will not violate any provision of applicable law.
i. There are no suits, actions require the creation or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge imposition of any Lien of any nature whatsoever upon any assets of such Loan Party threatenedParty, against or affecting other than Permitted Liens, (D) require any approval of any holder of Equity Interests of such Loan Party or the Collateral at law any approval or in equity, before or by consent of any person which, if determined adversely to Person under any material agreement of any Loan Party, would other than consents or approvals that have a been obtained and that are still in force and effect and except, in the case of material adverse effect on agreements, for consents or approvals, the business or condition (financial or otherwise) failure of any Loan Party or the Collateral. No Loan Party is in violation of which to obtain could not individually or in default the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any registration with, consent, or approval of, or notice to or other action with respect to or by, any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be boundGovernmental Authority, other than as may exist under the Note.
j. No propertyregistrations, tangible or intangibleconsents, subject to any security interestapprovals, mortgage, deed of trust, pledge, liennotices, or encumbrance to Lender is subject to any other security interest, mortgage, deed actions that have been obtained and that are still in force and effect;
(c) this Agreement and the Credit Agreement as amended hereby are the legally valid and binding obligations of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each such Loan Party, jointly enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally; and
(d) the representations and severallywarranties contained in Section 4 of the Credit Agreement are true and correct in all material respects, agrees to indemnify in each case, with the same effect as though such representations and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred warranties had been made on and as a result of the Third Amendment Effective Date; provided that in the case of any representation or warranty made that expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided, further, that if any of the representations are qualified by it herein proving or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representations shall be untrue true and correct in any respectall respects.
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
Representations and Warranties of Loan Parties. As an inducement to Lender to enter into this Agreement, each Loan Party party makes the following representations and warranties to Lender (which survive the execution and delivery of this Agreement):
a. Each Loan Party party is in compliance in all material respects with all covenants contained in each of the Loan Agreements and the documents related thereto.
b. All representations and warranties of each Loan Party contained in the Loan Agreements are true and correct in all material respects on and as of this date.
c. No Event of Default exists under any of the Loan Agreements.
d. No adverse change in condition (financial or otherwise) of Group or any of its Subsidiaries (as defined in the Credit Agreement) not previously disclosed to the Lender in writing or any other event has occurred which creates a possibility of adversely affecting: (i) the condition (financial or otherwise) of Group or any of its Subsidiaries, or Group and its Subsidiaries taken as a whole; (ii) the validity or enforceability of any of the Loan Agreements or any documents related thereto; or (iii) the ability of Group, or any Subsidiary of Group, to meet and carry out their respective obligations under the Loan Agreements or any documents related thereto or to perform the transactions contemplated thereby.
e. All information that any Loan Party party or any Subsidiary of a Loan Party has provided to Lender in connection herewith is true and accurate and no Loan Party party nor any Subsidiary of a Loan Party party has failed to disclose any information of a material nature regarding its financial financial, condition.
f. Each of the Loan Parties has the full power, authority and legal right to execute, deliver, perform and observe the provisions of the Loan Agreements, this Agreement and any document executed pursuant to this Agreement, and to carry out the transactions contemplated hereby and thereby.
g. The execution, delivery and performance by each of the Loan Parties of its respective obligations under the Loan Agreements and the documents related thereto have been duly authorized by all necessary action, and does not and will not require any registration with, consent or approval of, or notice to, or any action by, any person. The Loan Agreements and the documents related thereto including this Agreement constitute the legal, valid and binding obligation of the Loan Parties and each of them enforceable against such party in accordance with their respective terms.
h. The execution and delivery of this Agreement, and the compliance with its terms as contemplated herein, will not result in a breach of any of the terms or conditions of, or result in the imposition of any lien, charge or encumbrance upon any of the collateral referred to in any Loan Agreement or any document related thereto (the "COLLATERAL") or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event of default for which any holder or holders of indebtedness for borrowed money may declare the same due and payable under any indenture, agreement, order, judgment or instrument under which any Loan Party is a party or by which any Loan Party or the Collateral may be bound or affected, and will not violate any provision of applicable law.
i. There are no suits, actions or proceedings (whether or not purportedly on behalf of Group or any Subsidiary of Group) pending, or to the knowledge of any Loan Party threatened, against or affecting any Loan Party or the Collateral at law or in equityequity , before or by any person which, if determined adversely to any Loan Partyparty , would have a material adverse effect on the business or condition (financial or otherwise) of any Loan Party or the Collateral. No Loan Party is in violation of or in default with respect to any applicable laws or regulations which materially affect the operations or conditions (financial or otherwise) of any Loan Party or the Collateral, nor is it in violation of or in default with respect to any order, writ, injunction, demand or decree of any court or any person or in violation or in default in any material respect under any indenture, agreement or instrument, under which any Loan Party is a party or may be bound, other than as may exist under the Note.
j. No property, tangible or intangible, subject to any security interest, mortgage, deed of trust, pledge, lien, or encumbrance to Lender is subject to any other security interest, mortgage, deed of trust or encumbrance.
k. The Borrower is a corporation duly organized, validity existing and in good standing under the laws of the State of Texas and is authorized to transact business in all necessary jurisdictions. Each Loan Party, jointly and severally, agrees to indemnify and hold Lender harmless against any losses, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
Appears in 1 contract
