Common use of REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. To induce the Required Holders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Constituent Company represents and warrants to the Noteholders that: (a) this Amendment has been duly authorized by all necessary corporate or limited partnership action on the part of each Constituent Company and duly executed and delivered by each Constituent Company, and this Amendment and the Note Agreement, as amended by this Amendment, constitute the legal, valid and binding obligations of each Constituent Company, enforceable against such Person in accordance with their respective terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the execution and delivery of this Amendment by each Constituent Company and the performance hereof and of the Note Agreement, as amended by this Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Parent Guarantor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Parent Guarantor or any Subsidiary is bound or by which the Parent Guarantor or any Subsidiary or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Parent Guarantor or any Subsidiary or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent Guarantor or any Subsidiary; (c) no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution and delivery of this Amendment or the performance hereof or of the Note Agreement, as amended by this Amendment, by either Constituent Company; (d) as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing; and (e) each of the representations and warranties of the Constituent Companies set forth in the Section 5 of the Note Agreement is correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of the date hereof, except to the extent any such representation and warranty that speaks as of a specific earlier date, in which case it was true and correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of such earlier date).

Appears in 5 contracts

Samples: Note and Guaranty Agreement (Americold Realty Trust), Note and Guaranty Agreement (Americold Realty Trust), Note and Guaranty Agreement (Americold Realty Trust)

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REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. To induce the Required Holders Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Constituent Company represents and warrants to the Noteholders that: (a) this Amendment has been duly authorized by all necessary limited liability company or corporate or limited partnership action on the part of each such Constituent Company and duly executed and delivered by each such Constituent Company, and this Amendment and the Note Agreement, as amended by this Amendment, constitute the legal, valid and binding obligations of each such Constituent Company, Company enforceable against such Person Constituent Company in accordance with their respective its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the execution and delivery of this Amendment by each such Constituent Company and the performance hereof by such Constituent Company of this Amendment and of the Note Agreement, as amended by this Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than the Liens contemplated by such Amendment) in respect of any property of the Parent Guarantor or any Subsidiary such Constituent Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Parent Guarantor or any Subsidiary such Constituent Company is bound or by which the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent Guarantor such Constituent Company or any Subsidiaryof its Subsidiaries; (c) no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution and delivery by such Constituent Company of this Amendment or the performance hereof by such Constituent Company of this Amendment or of the Note Agreement, as amended by this Amendment, by either Constituent Company; (d) all the representations and warranties contained in Section 5 of the Note Agreement are true and correct with the same force and effect as if made by such Constituent Company on and as of the date hereof (except (1) to the extent such representations and warranties expressly refer to an earlier date, in which case they were true and correct as of such earlier date and (2) for purposes of this clause (d): (i)(A) the reference in Section 5.3 of the Note Agreement to “October 18, 2016” shall be deemed to be a reference to “November 10, 2020” and (B) any determination of Material Adverse Effect under such Section shall exclude any event or circumstance resulting from the COVID-19 pandemic as described in the Parent Guarantor’s quarterly report on Form 10-Q filed with the SEC on May 11, 2020 and in subsequent public disclosures of the Parent Guarantor in accordance with applicable securities laws prior to the ​ Second Amendment Date; (ii) a reference to Schedule 5.4 to the Note Agreement shall be deemed to be a reference to Schedule 2 hereto; (iii) the reference in Section 5.9(a) of the Note Agreement to “December 31, 2012” shall be deemed to be a reference to “December 31, 2015”; (iv) (A) the reference in Section 5.10 to “Execution Date” shall be deemed to be a reference to the “Second Amendment Date” and (B) a reference to Schedule 5.10 of the Note Agreement shall be deemed to be a reference to Schedule 3 hereto; and (v) the reference in Section 5.15(a) of the Note Agreement to “September 30, 2016” shall be deemed to be a reference to “September 30, 2020” and (B) a reference to Schedule 5.15 to the Note Agreement shall be deemed to be a reference to Schedule 4 hereto; (e) neither such Constituent Company nor any other Person has paid or agreed to pay, and neither such Constituent Company nor any Subsidiary will pay or agree to pay, any amendment fees or similar consideration to any Person, in connection with amending (pursuant to the amendment and restatement thereof) of the Bank Credit Agreement in a manner consistent with the amendments set forth herein, in excess (based on basis points) of the amendment fee paid to the Noteholders in connection with this Amendment; and (f) as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing; and (e) each of the representations and warranties of the Constituent Companies set forth in the Section 5 of the Note Agreement is correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of the date hereof, except to the extent any such representation and warranty that speaks as of a specific earlier date, in which case it was true and correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of such earlier date).

Appears in 1 contract

Samples: Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)

REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. To induce the Required Holders Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Constituent Company represents and warrants to the Noteholders that: (a) this Amendment has been duly authorized by all necessary corporate or limited partnership action on the part of each such Constituent Company and duly executed and delivered by each such Constituent Company, and this Amendment and the Note Agreement, as amended by this Amendment, constitute the legal, valid and binding obligations obligations, contracts and agreements of each such Constituent Company, enforceable against such Person in accordance with their respective terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the execution and delivery of this Amendment by each such Constituent Company and the performance hereof thereof and of the Note Agreement, as amended by this Amendment, will not not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries is bound or by which the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent Guarantor such Constituent Company or any Subsidiaryof its Subsidiaries; (c) no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution and delivery of this Amendment or the performance hereof thereof or of the Note Agreement, as amended by this Amendment, by either such Constituent Company;; and (d) as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing; and (e) each of the representations and warranties of the Constituent Companies set forth in the Section 5 of the Note Agreement is correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of the date hereof, except to the extent any such representation and warranty that speaks as of a specific earlier date, in which case it was true and correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of such earlier date).

Appears in 1 contract

Samples: Note and Guaranty Agreement (Americold Realty Trust)

REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. To induce the Required Holders Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Constituent Company represents and warrants to the Noteholders that: (a) this Amendment has been duly authorized by all necessary limited liability company or corporate or limited partnership action on the part of each such Constituent Company and duly executed and delivered by each such Constituent Company, and this Amendment and the Note Agreement, as amended by this Amendment, constitute the legal, valid and binding obligations of each such Constituent Company, Company enforceable against such Person Constituent Company in accordance with their respective its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the execution and delivery of this Amendment by each such Constituent Company and the performance hereof by such Constituent Company of this Amendment and of the Note Agreement, as amended by this Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than the Liens contemplated by such Amendment) in respect of any property of the Parent Guarantor or any Subsidiary such Constituent Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Parent Guarantor or any Subsidiary such Constituent Company is bound or by which the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent Guarantor such Constituent Company or any Subsidiary;of its Subsidiaries. (c) no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution and delivery by such Constituent Company of this Amendment or the performance hereof by such Constituent Company of this Amendment or of the Note Agreement, as amended by this Amendment. (d) all the representations and warranties contained in Section 5 of the Note Agreement are true and correct with the same force and effect as if made by such Constituent ​ ​ Company on and as of the date hereof (except (1) to the extent such representations and warranties expressly refer to an earlier date, by either Constituent Companyin which case they were true and correct as of such earlier date and (2) for purposes of this clause (d): (i)(A) the reference in Section 5.3 of the Note Agreement to “October 18, 2016” shall be deemed to be a reference to “May 11, 2020” and (B) any determination of Material Adverse Effect under such Section shall exclude any event or circumstance resulting from the COVID-19 pandemic as described in the Parent Guarantor’s quarterly report on Form 10-Q filed with the SEC on May 11, 2020; (ii) a reference to Schedule 5.4 to the Note Agreement shall be deemed to be a reference to Schedule 2 hereto; (iii) the reference in Section 5.9(a) of the Original Note Purchase Agreement to “December 31, 2012” shall be deemed to be a reference to “December 31, 2015”; (iv) (A) the reference in Section 5.10 to “Execution Date” shall be deemed to be a reference to the “First Amendment Date” and (B) a reference to Schedule 5.10 of the Original Note Purchase Agreement shall be deemed to be a reference to Schedule 3 hereto; and (v) the reference in Section 5.15(a) of the Original Note Purchase Agreement to “September 30, 2016” shall be deemed to be a reference to “March 31, 2020” and (B) a reference to Schedule 5.15 to the Original Note Purchase Agreement shall be deemed to be a reference to Schedule 4 hereto; (de) neither such Constituent Company nor any other Person has paid or agreed to pay, and neither such Constituent Company nor any Subsidiary will pay or agree to pay, any amendment fees or similar consideration to any Person, in connection with amending (pursuant to the amendment and restatement thereof) of the Bank Credit Agreement in a manner consistent with the amendments set forth herein, in excess (based on basis points) of the amendment fee paid to the Noteholders in connection with this Amendment; and (f) as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing; and (e) each of the representations and warranties of the Constituent Companies set forth in the Section 5 of the Note Agreement is correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of the date hereof, except to the extent any such representation and warranty that speaks as of a specific earlier date, in which case it was true and correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of such earlier date).

Appears in 1 contract

Samples: Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)

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REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. To induce the Required Holders Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Constituent Company represents and warrants to the Noteholders that: (a) this Amendment has been duly authorized by all necessary limited liability company or corporate or limited partnership action on the part of each such Constituent Company and duly executed and delivered by each such Constituent Company, and this Amendment and the Note Agreement, as amended by this Amendment, constitute the legal, valid and binding obligations of each such Constituent Company, Company enforceable against such Person Constituent Company in accordance with their respective its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the execution and delivery of this Amendment by each such Constituent Company and the performance hereof by such Constituent Company of this Amendment and of the Note Agreement, as amended by this Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than the Liens contemplated by such Amendment) in respect of any property of the Parent Guarantor or any Subsidiary such Constituent Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Parent Guarantor or any Subsidiary such Constituent Company is bound or by which the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent Guarantor such Constituent Company or any Subsidiaryof its Subsidiaries; (c) no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution and delivery by such Constituent Company of this Amendment or the performance hereof by such Constituent Company of this Amendment or of the Note Agreement, as amended by this Amendment, by either Constituent Company; (d) all the representations and warranties contained in Section 5 of the Note Agreement are true and correct with the same force and effect as if made by such Constituent Company on and as of the date hereof (except (1) to the extent such representations and warranties expressly refer to an earlier date, in which case they were true and correct as of such earlier date and (2) for purposes of this clause (d): (i)(A) the reference in Section 5.3 of the Note Agreement to “October 18, 2016” shall be deemed to be a reference to “November 4, 2021” and (B) any determination of Material Adverse Effect under such Section shall exclude any event or circumstance resulting from the COVID-19 pandemic as described in the Parent Guarantor’s quarterly report on Form 10-Q filed with the SEC on May 11, 2020 and in subsequent public disclosures of the Parent Guarantor in accordance with applicable securities laws prior to the Fourth Amendment Date; (ii) a reference to Schedule 5.4 to the Note Agreement shall be deemed to be a reference to Schedule 2 hereto; (iii) the reference in Section 5.9(a) of the Note Agreement to “December 31, 2012” shall be deemed to be a reference to “December 31, 2017”; (iv) (A) the reference in Section 5.10 to “Execution Date” shall be deemed to be a reference to the “Fourth Amendment Date” and (B) a reference to Schedule 5.10 of the Note Agreement shall be deemed to be a reference to Schedule 3 hereto; and (v) the reference in Section 5.15(a) of the Note Agreement to “September 30, 2016” shall be deemed to be a reference to “September 30, 2021” and (B) a reference to Schedule 5.15 to the Note Agreement shall be deemed to be a reference to Schedule 4 hereto; (e) except to the extent the Notes have been prepaid in full in accordance with Section 1.1 with the proceeds of the High Yield Notes, neither such Constituent Company nor any other Person has paid or agreed to pay, and neither such Constituent Company nor any Subsidiary will pay or agree to pay, any amendment fees or similar consideration to any Person, in connection with amending the Bank Credit Agreement in a manner consistent with the amendments set forth herein, in excess (based on basis points) of the amendment fee paid to the Noteholders in connection with this Amendment; and (f) as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing; and (e) each of the representations and warranties of the Constituent Companies set forth in the Section 5 of the Note Agreement is correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of the date hereof, except to the extent any such representation and warranty that speaks as of a specific earlier date, in which case it was true and correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of such earlier date).

Appears in 1 contract

Samples: Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)

REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES. To induce the Required Holders Noteholders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), each Constituent Company represents and warrants to the Noteholders that: (a) this Amendment has been duly authorized by all necessary limited liability company or corporate or limited partnership action on the part of each such Constituent Company and duly executed and delivered by each such Constituent Company, and this Amendment and the Note Agreement, as amended by this Amendment, constitute the legal, valid and binding obligations of each such Constituent Company, Company enforceable against such Person Constituent Company in accordance with their respective its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) the execution and delivery of this Amendment by each such Constituent Company and the performance hereof by such Constituent Company of this Amendment and of the Note Agreement, as amended by this Amendment, will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Parent Guarantor or any Subsidiary such Constituent Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Parent Guarantor or any Subsidiary such Constituent Company is bound or by which the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Parent Guarantor such Constituent Company or any Subsidiary of its Subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent Guarantor such Constituent Company or any Subsidiaryof its Subsidiaries; (c) no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution and delivery by such Constituent Company of this Amendment or the performance hereof by such Constituent Company of this Amendment or of the Note Agreement, as amended by this Amendment, by either Constituent Company; (d) neither such Constituent Company nor any other Person has paid or agreed to pay, and neither such Constituent Company nor any Subsidiary will pay or agree to pay, any amendment fees or similar consideration to any Person, in connection with amending of the Bank Credit Agreement in a manner consistent with the amendments set forth herein; and (e) as of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing; and (e) each of the representations and warranties of the Constituent Companies set forth in the Section 5 of the Note Agreement is correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of the date hereof, except to the extent any such representation and warranty that speaks as of a specific earlier date, in which case it was true and correct in all material respects (or in all respects, to the extent such representation and warranty is qualified by materiality) as of such earlier date).

Appears in 1 contract

Samples: Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)

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