REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. In order to induce the Holders to enter into this Agreement, the Note Parties hereby represent and warrant to the Holders that:
(a) As of the date hereof, no Event of Default has occurred and is continuing under the Indenture (it being understood that the Specified Default may occur);
(b) The Note Parties have the power and authority to execute, deliver and perform this Agreement;
(c) The Note Parties have taken all necessary action (including, without limitation, obtaining approval of its members, managers, directors or partners, as applicable, if necessary) to authorize its execution, delivery and performance of this Agreement;
(d) No consent, approval or authorization of, or declaration or filing with, any governmental authority, and no consent of any other Person, is required in connection with any of the Note Parties’ execution, delivery and performance of this Agreement, except for those already duly obtained;
(e) This Agreement has been duly executed and delivered by the Note Parties and constitutes the legal, valid and binding obligation of the Note Parties, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law);
(f) Each of the Note Parties’ execution, delivery or performance of this Agreement does not contravene, result in a breach of, or violate (i) any provision of any Note Party’s corporate charter, bylaws, operating agreement, or other governing documents, (ii) any applicable law or regulation, or any order or decree of any court or government instrumentality or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Note Party is a party or by which any Note Party or any of its property is bound; and
(g) The Note Parties acknowledge that the Holders have made no assurances whatsoever concerning any possibility of any extension of the Forbearance Period, any other forbearance or similar arrangement or any other limitations on the exercise of their rights, remedies and privileges under or otherwise in connection with the Indenture and/or applicable law.
REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. Each Note Party represents and warrants to the Purchasers and the Agent as of the date hereof and as of the Purchase Date, that:
REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. In connection with the waiver, consents and amendments provided for herein, the Note Parties hereby represent and warrant to each Holder that:
(1) as of the date hereof no Default or Event of Default has occurred, exists and is continuing under the Note Documents, and, after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing;
(2) the execution and delivery by the Note Parties of the Amendment and the performance and observance by the Note Parties of the provisions of the Amendment do not and will not (i) violate (A) any provision of any law or any governmental rule or regulation applicable to any Note Party, (B) any of the organizational documents of any Note Party, or (C) any order, judgment or decree of any court or other agency of government binding on any Note Party, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contractual obligation of any Note Party, or (iii) require any approval or consent of any Person, except for approvals and consents which have been obtained as of the date hereof; and
(3) this Amendment constitutes the legally valid and binding obligation of each Note Party, enforceable against each Note Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.
REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. Each Note Party hereby represents and warrants to each Initial Purchaser and the Agents as of the Initial Closing Date and to each Additional Purchaser and the Agents as of the applicable Additional Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. On the Effective Date and the Closing Date and on any other date that the representations herein are required to be made pursuant to the Note Documents, each Note Party represents and warrants to each Agent and the Purchasers that, as of such date (except to the extent stated to relate to a specific date, in which case such representations and warranties shall be true and correct as of such specific date):
REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. In order to induce each Note Purchaser to enter into this Agreement and to purchase the Notes to be purchased by such Note Purchaser hereunder, each Note Party represents and warrants to the Collateral Agent and each Note Purchaser that:
REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. On and as of the Forbearance Effective Date, the Issuer and each of the Guarantors (each, a “Note Party” and, collectively, the “Note Parties”) hereby represent and warrant to each Consenting Holder as follows:
(a) this Forbearance Agreement has been duly authorized, executed and delivered by such Note Party and constitutes the legal, valid and binding obligation of such Note Party enforceable against such Note Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing;
(b) no approval, consent, exemption, authorization or other action by, or material notice to, or material 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, the Issuer or any Guarantor of this Forbearance Agreement;
(c) the execution, delivery and performance by the Issuer and the Guarantors of this Forbearance Agreement do not (i) contravene the terms of the Issuer’s or any Guarantor’s certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent constitutional, organizational and/or formation documents), as applicable; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (A) any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument to which the Issuer or any of the Guarantors is a party or by which it or any of its properties or assets is bound or to which it may be subject or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Issuer or any of the Guarantors or the properties or assets of the Issuer or any of the Guarantors is subject; (iii) violate any applicable law; or (iv) result in a limitation on any governmental approvals applicable to the business, operations or properties of the Issuer or any of the Guarantors;
(d) as of (but not including) November 30, 2016, (i) the aggregate principal amount of the Notes outstanding under the Indenture is $361,351,544.00, (ii) the aggregate amount of accrued and unpaid Cash Interest on the Notes outstanding under the Inden...
REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. In order to induce each Note Purchaser to enter into this Agreement and to purchase the Notes to be purchased by such Note Purchaser hereunder, each Note Party jointly and severally represents, warrants and agrees for the benefit of each Note Purchaser that, as of the Closing Date, or, with respect to an Additional Issuance, a Supplemental Closing Date (unless otherwise stated, both before and after giving effect to the issuance of the Notes and the Transactions to occur on or prior to the Series B Closing Date (or Supplemental Closing Date) or in connection with the foregoing) (it being understood and agreed that in relation to any representation or warranty given by any of the Note Parties relating to SpectruCell, Xxxxxx Street, Xxxxx Xxxxxxx or Cyber-Test in relation to any period prior to the closing of the Acquisition or to Tritronics in relation to any period prior to the closing of the Transactions shall be given only to the knowledge of such Note Party (except insofar as SpectruCell, Xxxxxx Street, Xxxxx Xxxxxxx, Cyber-Test or Tritronics gives any such representation or warranty in relation to itself):
REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. Each Note Party, as applicable, represents and warrants to each Noteholder as set forth below, and acknowledges that each Noteholder is entering into this Agreement in reliance on the truth and accuracy of such representations and warranties. For purposes of this Agreement, except as otherwise specifically provided in this Agreement, all representations and warranties in this Section 5 shall be deemed to be made as if the Merger and the transactions contemplated by the Merger Agreement have already been consummated (and each of Snyder’s and Snyder’s Manufacturing are Subsidiaries of the Company).
REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES. The Note Parties, jointly and severally, represent and warrant to each Purchaser that the following are, and after giving effect to the transactions contemplated by the Transaction Documents will be, true, correct and complete:
