Representations and Warranties; Release. The Borrower hereby represents and warrants to the Agent and the Lenders as follows:
(a) no Default exists, (b) the representations and warranties set forth in the Loan Documents are true and correct on and as of the date hereof with the same effect as though made on and as of such date except with respect to any representations and warranties limited by their terms to a specific date, and (c) the Foreign Acquisitions Purchase Price does not exceed the Dollar Amount of $100,000,000. IN ADDITION, TO INDUCE THE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, THE BORROWER AND EACH GUARANTOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:
Representations and Warranties; Release. The Borrower hereby represents and warrants to the Agents and the Banks as follows: (a) no Default exists; (b) the representations and warranties set forth in the Loan Documents are true and correct on and as of the date hereof with the same effect as though made on and as of such date except with respect to any representations and warranties limited by their terms to a specific date and the representations and warranties in the first sentence of Section 4.15(b) which shall be deemed made as of the Effective Date; and (c) the indebtedness incurred and to be incurred pursuant to the Agreement, as amended hereby, is permitted under the terms of the Senior Subordinated Note Indenture and the terms of the other Indentures, in each case, to the extent the applicable Indenture is still in effect. IN ADDITION, TO INDUCE THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE BANKS TO AGREE TO THE TERMS OF THIS AMENDMENT, THE BORROWER AND EACH GUARANTOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.
Representations and Warranties; Release. (a) Distributor represents and warrants to Company that (i) Distributor has the power and authority to execute, deliver and perform its obligations under this Agreement, (ii) this Agreement has been duly executed and delivered by Distributor and is the valid and binding agreement of Distributor enforceable against it in accordance with this Agreement’s terms, (iii) Distributor has not previously assigned or in any way transferred any of its rights or obligations under the Distributor Agreement and (iv) Distributor has complied with all of the material terms and provisions of the Distributor Agreement.
(b) Company represents and warrants to Distributor that (i) Company has the power and authority to execute, deliver and perform its obligations under this Agreement, (ii) this Agreement has been duly executed and delivered by Company and is the valid and binding agreement of Company enforceable against it in accordance with this Agreement’s terms, (iii) Company has not previously assigned or in any way transferred any of its rights or obligations under the Distributor Agreement and (iv) Company has complied with all of the material terms and provisions of the Distributor Agreement.
(c) Except as set forth in this Agreement and conditioned upon the truthfulness of Company’s representations set forth herein, Distributor hereby fully, unconditionally and irrevocably releases and discharges the Company and its current and former parent, subsidiary and affiliated entities, their successors and assigns, and the current and former owners, shareholders, members, managers, partners, directors, officers, employees, agents, consultants, attorneys, representatives and insurers (collectively, the “Company Parties”) from any and all actions, causes of action, suits, debts, liens, contracts, injuries, agreements, obligations, promises, liabilities, claims, rights, demands, damages, controversies, losses, costs, and expenses (including, but not limited to, court costs and attorneys’ fees) of any and all kinds (including any relating directly or indirectly to the termination of the Distributor Agreement as of the Effective Date), whether known or unknown, suspected or unsuspected, fixed or contingent, in law or in equity, which Distributor has, owns, holds, or claims to have, own, or hold, or at any time heretofore had, owned, held, or claimed to have, own, or hold, against any Company Party.
(d) Except as set forth in this Agreement and conditioned upon the truthfulness of D...
Representations and Warranties; Release. Assignor hereby represents and Warrants to the Assignee as follows:
Representations and Warranties; Release. The Borrower hereby represents and warrants to the Agents and the Banks as follows: (a) no Default exists, (b) the representations and warranties set forth in the Loan Documents are true and correct on and as of the date hereof with the same effect as though made on and as of such date except with respect to any representations and warranties limited by their terms to a specific date and (c) the articles of incorporation, bylaws, partnership agreement, certificate of limited partnership, membership agreement, articles of organization or other applicable governing document of the Borrower and each Guarantor and the resolutions of the Borrower and each Guarantor attached as Exhibits to the Certificates of Secretary of the applicable Guarantor in connection with the closing of the Agreement have not been modified or rescinded and remain in full force and effect. IN ADDITION, TO INDUCE THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE BANKS TO AGREE TO THE TERMS OF THIS AMENDMENT, THE BORROWER AND EACH GUARANTOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.
Representations and Warranties; Release. (a) The Borrower and Parent each hereby represents and warrants that, both immediately before and after giving effect to this Amendment: (i) except as expressly provided in this Amendment, the Loan Agreement and the other Loan Documents thereunder (collectively, the “Capital One Financing Documents”) constitute legal, valid and binding obligations of the Borrower and Parent, as applicable, and are enforceable against the Borrower and Parent, as applicable, in accordance with their respective terms; (ii) the execution, delivery and performance of this Amendment will not violate any Law, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of the Borrower or any Guarantor, as applicable, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which the Borrower or any Guarantor is a party, or by which the Borrower or any Guarantor is bound; (iii) each of the Borrower and the Guarantors has all requisite power and authority to enter into and perform this Amendment and to incur the obligations herein provided for, and has taken all necessary action to authorize the execution, delivery and performance hereof and thereof; (iv) this Amendment, when delivered, will be valid and binding upon the Borrower and the Guarantors, enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles; and (v) none of the execution, delivery or performance of this Amendment requires any consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority on the part of the Borrower (other than with respect to the SBA, which has been obtained and a copy of which has been furnished to the Lender) or any Guarantor.
(b) The Borrower and Parent each hereby reaffirms all covenants, representations and warranties made by it in the Capital One Financing Documents and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment, except to the extent that any such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct as of such earlier date. In addition, to ...
Representations and Warranties; Release. Tenant represents, warrants, covenants and agrees with Landlord that on and as of the date hereof (i) there are no existing defaults by Landlord under the Lease, (ii) there is no basis for any claim against Landlord or the Premises arising out of or in any way related to the Lease or Tenant's use, occupancy, or operation of the Premises, (iii) Tenant has paid for any and all work furnished to and improvements constructed in, on, or at the Premises, (iv) except as described herein, the Lease is the only agreement, written, oral, or otherwise between Landlord and Tenant pertaining to the Premises and the Lease has not been amended, superseded, added to or interpreted, in writing, orally, or otherwise, at any time, (v)no party claiming through Tenant other than Tenant (or any successor or assign permitted pursuant to the Lease) has any right to, or interest in, the Premises (except any such interest pursuant to the License Agreement dated February 18, 2000, by and between Tenant and Xxxxx Xxxxxxxxx, dba "The Daily Grind", which Landlord consented to on February 18, 2000), (vi) upon delivery of the Premises on the Lease Termination Date, Landlord shall receive title to the Premises free and clear of any and all liens, charges, encumbrances or claims of whatsoever kind or nature arising out of, or in connection with, Tenant's use, occupancy, or operation of the Premises, and (vii) Tenant does not have any claim or action of any kind or nature against the Landlord arising under or pursuant to the Lease or in connection with the Premises. Tenant, for and on behalf of Tenant and Tenant's successors and assigns, hereby irrevocably, fully and unconditionally releases and forever discharges Landlord, its successors and assigns, from and against any and all actions, causes of action, claims, judgments, liabilities, obligations, demands, costs, fees and expenses of whatever kind or character, whether known or unknown, foreseen or unforeseen, past, present or future related in any way, arising out of or resulting from, directly or indirectly, the Lease (including all amendments thereto), including, without limitation, any and all of Landlord's representations, warranties, covenants, and obligations thereunder, except for defaults under the Lease by Landlord between the Effective Date and the Lease Termination Date as a result of Landlord's intentional misconduct. Landlord represents and warrants to Tenant that (i) Landlord (without any duty of investigation) has no actu...
Representations and Warranties; Release. (a) Seller hereby warrants and represents to Buyer as follows:
(i) Seller is a limited liability company duly formed and validly existing under the laws of the State of Delaware and is duly qualified to do business in the State of South Carolina and is in good standing in the State of South Carolina, and Seller has the full capacity, power and authority to enter into this Contract and fully perform its obligations hereunder [Greenwood Tract Only].
(i) Seller is a limited liability company duly formed and validly existing under the laws of the State of Delaware and is duly qualified to do business in the State of Arkansas and is in good standing in the State of Arkansas, and Seller has the full capacity, power and authority to enter into this Contract and fully perform its obligations hereunder [Kedron Tract Only].
(i) Seller is a limited liability company duly formed and validly existing under the laws of the State of Delaware and is duly qualified to do business in the State of New Hampshire and is in good standing in the State of New Hampshire, and Seller has the full capacity, power and authority to enter into this Contract and fully perform its obligations hereunder [White Mountain Tree Farm Only].
(ii) This Contract and the performance hereof by Seller will not contravene any law or contractual restriction binding on Seller.
(iii) Except as set forth in Paragraph 3(d), no consent, approval, order or authorization of any court or other governmental entity is required to be obtained by Seller in connection with the execution and delivery of this Contract or the performance hereof by Seller.
(iv) This Contract has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally and the discretion of the courts with respect to equitable remedies.
(v) Seller has made available for Buyer’s review, correct and complete copies of the Unrecorded Agreements; to the Knowledge (as hereinafter defined) of Seller, other than the Unrecorded Agreements and the Permitted Encumbrances, there are no material leases, subleases, contracts, licenses or permits pursuant to which any person other than Seller has the right to use or occupy any of the Property; and to the Knowledge of Seller, there are no existing defaults under any of the Unrecorded Agreeme...
Representations and Warranties; Release. Each Loan Party represents and warrants that after giving effect to this Amendment (a) the representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document shall be true and correct in all material respects with respect to any representation or warranty that is not otherwise qualified as to materiality, and in all respects with respect to any representation or warranty that is qualified as to materiality, in each case on and as of the date hereof, (b) no Default has occurred and is continuing, or would immediately result from this Amendment. As of the date hereof, no Loan Party has any counterclaims, offsets, credits or defenses to the Loan Documents and the performance of its obligations thereunder, or if any Loan Party has any such claims, counterclaims, offsets, credits or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished and released in consideration of the Lender’s execution and delivery of this Amendment.
Representations and Warranties; Release
