REPRESENTATIONS AND WARRANTIES OF SUBSIDIARY BORROWERS. Each Subsidiary Borrower shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as of the date thereof that:
REPRESENTATIONS AND WARRANTIES OF SUBSIDIARY BORROWERS. Section 9.01. Existence and Power 84 Section 9.02. Corporate Governmental Authorization; No Contravention 84 Section 9.03. Binding Effect 84 Section 10.01. The Guaranty 84 Section 10.02. Guaranty Unconditional 84 Section 10.03. Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances 85 Section 10.04. Waiver by the Company 85 Section 10.05. Subrogation 85 Section 10.06. Stay of Acceleration 85 Section 10.07. Additional Guarantors 86 Section 10.08. Linde GmbH Guarantee 87 Section 10.09. Release of Subsidiary Guarantees 88 Section 11.01. Notices 88 Section 11.02. No Waivers 89 Section 11.03. Expenses; Indemnification 89 Section 11.04. Sharing of Set-offs 90 Section 11.05. Amendments and Waivers 90 Section 11.06. Successors and Assigns 91 Section 11.07. [Reserved] 94 Section 11.08. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 94 Section 11.09. Integration 94 Section 11.10. Treatment of Certain Information; Confidentiality 95 Section 11.11. Severability 95 Section 11.12. Acknowledgement and Consent to Bail-In of Affected Financial Institutions 96 Section 11.13. Collateral 96 Section 11.14. Judgment Currency 96 Section 11.15. Patriot Act and Beneficial Ownership Regulation Notice 96 Section 11.16. No Advisory or Fiduciary Responsibility 97 Section 11.17. Electronic Execution; Electronic Records, Counterparts. 97 Section 11.18. Certain ERISA Matters 98 Pricing Schedule Commitment Schedule Notices Schedule Exhibit A – Note Exhibit B – Competitive Bid Quote Request Exhibit C – Invitation for Competitive Bid Quotes Exhibit D – Competitive Bid Quote Exhibit E – Election to Participate Exhibit F – Election to Terminate Exhibit G – Opinion of Counsel for a Subsidiary Borrower Exhibit H – Assignment and Assumption Exhibit I – Notice of Committed Borrowing Exhibit J – Additional Guarantor Supplement Exhibit K – Election to Terminate a Subsidiary Guarantee Exhibit L – [Reserved] CREDIT AGREEMENT dated as of December 4, 2024 (this “Agreement”) among Linde plc, a public limited company incorporated under the laws of Ireland with registered number 606357, the Subsidiary Borrowers (as defined herein), certain Subsidiary Guarantors (as defined herein), the Lenders, the Swingline Lenders and Bank of America, N.A., as Administrative Agent. The parties hereto agree as follows:
REPRESENTATIONS AND WARRANTIES OF SUBSIDIARY BORROWERS. Each Subsidiary Borrower severally represents and warrants that:
(a) such Subsidiary Borrower is a corporation, partnership or other entity duly organized, validly existing, and (to the extent this concept is applicable under the laws of the Relevant Jurisdiction) in good standing, under the laws of the Relevant Jurisdiction;
(b) none of the execution and delivery of the Subsidiary Borrower Designation to which it is a party, this Agreement and the other Loan Documents to which it is a party (collectively, with respect to any Subsidiary Borrower, the "Subsidiary Borrower Loan Documents"), the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof will conflict with or result in a breach of, or require any consent under, the charter or by-laws (or equivalent documents) of such Subsidiary Borrower, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which such Subsidiary Borrower is a party or by which it or any of its Property is bound or to which any of them is subject, or constitute a default under any such agreement or instrument;
(c) such Subsidiary Borrower has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under the Subsidiary Borrower Loan Documents to which it is a party; the execution, delivery and performance by such Subsidiary Borrower Loan Documents have been duly authorized by all necessary corporate action on its part; and each Subsidiary Borrower Loan Documents to which it is a party, constitutes or, when executed and delivered (in the case of its Notes only) for value, will constitute, its legal, valid and binding obligation, enforceable against such Subsidiary Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors' rights;
(d) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority are necessary for the execution, delivery or performance by such Subsidiary Borrower of the Subsidiary Borrower Loan Documents to which it is a party or for the validity or enforceability of any thereof or for the borrowings by and/or other extensions of credit to such Subsidiary Borrower hereunder;
(e) (in...
