Representations and Warranties of the Obligor. The Obligor represents and warrants to Agent and each Lender that:
(a) the Obligor is an entity duly organized or formed or incorporated, validly existing and in good standing (or comparable concept in the applicable jurisdiction) or in full force and effect under the laws of its jurisdiction of organization or formation, as the case may be, and is duly qualified or authorized to do business in each jurisdiction in which the Obligor is doing business, to the extent the failure to be so qualified or authorized would have a Material Adverse Effect;
(b) the Obligor has full power, authority and legal right to execute and deliver this Agreement, and to perform and observe the provisions hereof and of the Credit Agreement and the Notes (if any) executed by the Obligor, and the officers acting on behalf of the Obligor have been duly authorized to execute and deliver this Agreement;
(c) this Agreement, the Credit Agreement, the Notes (if any) and any other Loan Document executed by the Obligor are each valid and binding upon the Obligor and enforceable against the Obligor in accordance with their respective terms; and
(d) each of the representations and warranties set forth in Article VI of the Credit Agreement applicable to a Foreign Borrower are true and complete in all material respects with respect to the Obligor as a Foreign Borrower under the Credit Agreement, except to the extent that any thereof expressly relate to an earlier date.
Representations and Warranties of the Obligor. The Obligor represents and warrants to Agent and each Lender that:
Representations and Warranties of the Obligor. The Obligor hereby represents and warrants to the Payee that:
4.1 The Obligor has taken all necessary action to authorize the execution, delivery and performance of this Promissory Note;
4.2 This Promissory Note has been duly executed and delivered by the Obligor and constitutes the legal, valid and binding obligation of the Obligor, enforceable against the Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws in the Netherlands and other applicable jurisdictions affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and
4.3 No consent, approval or authorization of any third party is required for the execution, delivery and performance of this Promissory Note by the Obligor which has not been received, and the execution, delivery and performance of this Promissory Note does not and will not violate, conflict with, result in a violation or breach of, or constitute a default under, any Law or Order to which the Obligor may be subject, the Obligor’s Articles of Association, or any indenture, agreement or instrument to which the Obligor or any of its property is subject, or which would create a Lien or restriction of any kind upon the Obligor or any of its Assets and Properties.
Representations and Warranties of the Obligor. The Obligor represents and warrants to Agent and each Lender that:
(a) the Obligor is duly organized, validly existing, and in good standing (or comparable concept in the applicable jurisdiction) under the laws of its state or jurisdiction of incorporation or organization, and is duly qualified and authorized to do business and is in good standing (or comparable concept in the applicable jurisdiction) as a foreign entity in each state or jurisdiction where the character of its property or its business activities makes such qualification necessary, except where a failure to so qualify or be in good standing would not reasonably be expected to result in a Material Adverse Effect;
(b) the Obligor has full power, authority and legal right to execute and deliver this Agreement, and to perform and observe the provisions hereof and of the Credit Agreement and the Notes (if any) executed by the Obligor, and the officers acting on behalf of the Obligor have been duly authorized to execute and deliver this Agreement;
(c) this Agreement, the Credit Agreement and the Notes (if any) executed by the Obligor are each valid and binding upon the Obligor and enforceable against the Obligor in accordance with their respective terms, except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws and by equitable principles, whether considered at law or in equity; and
(d) each of the representations and warranties set forth in Article VI of the Credit Agreement applicable to Borrowers are true and complete in all material respects with respect to the Obligor as a Domestic Subsidiary Borrower under the Credit Agreement, except to the extent that any thereof expressly relate to an earlier date.
Representations and Warranties of the Obligor. The Obligor represents, warrants and covenants to and with the Remarketing Agent as follows:
(a) All representations and warranties of the Obligor in the Placement Agreement dated as of November 1, 2004, among the Remarketing Agent, the Issuer and the Obligor (the "Placement Agreement") are true and correct as though made at and as of the date hereof.
(b) The Obligor is fully empowered to enter into and perform all agreements on its part herein contained; the Obligor has been authorized to enter into and deliver this Agreement (by all necessary and proper legal action); and the execution and delivery by it of this Agreement and the performance of the agreements herein contained do not contravene or constitute a default under any agreement, indenture, mortgage, loan agreement, commitment, provision of its charter documents, or other existing requirements of law or regulation or any other agreement of any kind to which it is a party or by which it is or may be bound.
Representations and Warranties of the Obligor. The Obligor represents and warrants to the Bank that:
(a) Obligor has the power to execute, deliver and perform its obligations under the Purchase Documents and under any other documents connected with the performance of the Purchase Documents; all necessary action has been taken by Obligor to authorise the execution, delivery and performance of the Purchase Documents and any other documents connected with the performance of the Purchase Documents; no limitation on Obligor's powers will be exceeded as a result of transactions under the Purchase Documents or any other documents connected with the performance of the Purchase Documents;
(b) if the Offer has been accepted by the Bank, the Purchase Documents constitute Obligor's valid and legally binding obligations, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganisation, moratorium, and similar laws affecting legal entities' rights generally, and to general equitable principles;
(c) the execution, delivery and performance of the Purchase Documents and any other documents connected with the performance of the Purchase Documents by Obligor will not (i) contravene any existing law, regulation or authorisation to which it is subject, (ii) result in any breach of, or default under, any agreement or other instrument to which it is a party or is subject, or (iii) contravene any provision of Obligor's Articles of Incorporation, By-laws or other constituent documents;
(d) every consent for, authorisation of or registration with governmental or public bodies or courts required by Obligor in connection with the execution, delivery performance, validity, enforceability or admissibility in evidence of the Purchase Documents and any other documents connected with the performance of the Purchase Documents has been obtained or made and is in full force and effect and there has been no default by Obligor in the observance of any conditions imposed in connection therewith; and
(e) there are no actions, proceedings or claims pending or to the best of Obligor's knowledge threatened, the adverse determination of which might have a materially adverse effect on Obligor's ability to perform its obligations under, or affect the validity or enforceability of the Purchase Documents. The warranties and representations of this Clause 11 (Representations and Warranties) are made on the date of the Offer and shall remain true in all material respects until the Bank has received full payment ...
Representations and Warranties of the Obligor. The Obligor hereby makes the following representations and warranties to the Secured Party:
4.1. Except for the security interest granted pursuant to Section 1 hereof, all of the Collateral is owned by the Obligor, free and clear of any and all options, claims, security interests, liens, pledges, encumbrances and security interests, except that created herein; and
4.2. The execution and delivery of this Agreement, the consummation of the transactions provided for herein, and the fulfillment of the terms hereof, will not result in the breach of any of the terms, conditions or provisions of, or constitute a default under, or conflict with, or cause any acceleration of any obligation under, any agreement or other instrument to which the Obligor or the Secured Party is a party or by which either of them is bound, or any provision of the Charter or Bylaws of the Secured Party, or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation.
Representations and Warranties of the Obligor. In order to induce the Lenders to enter into the Credit Agreement and to make the Loans, the Obligor makes the following representations and warranties, which shall survive the execution and delivery of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby.
Representations and Warranties of the Obligor. Section 2.1. Obligor Representations and Warranties 9
Representations and Warranties of the Obligor. The Obligor represents and warrants to the Administrative Agent and each Lender that:
(a) the Obligor is an entity duly organized or formed, validly existing and in good standing or in full force and effect under the laws of its jurisdiction of organization or formation, as the case may be, and is duly qualified or authorized to do business in each jurisdiction in which the Obligor is doing business;
(b) the Obligor has full power, authority and legal right to execute and deliver this Agreement, and to perform and observe the provisions hereof and of the Credit Agreement and the Notes, and the officers acting on behalf of the Obligor have been duly authorized to execute and deliver this Agreement;
(c) this Agreement, the Credit Agreement and the Notes are each valid and binding upon the Obligor and enforceable against the Obligor in accordance with their respective terms; and
(d) each of the representations and warranties set forth in Section 8 of the Credit Agreement are true and complete with respect to the Obligor as a Foreign Borrower under the Credit Agreement.
