Common use of Representations as to Foreign Subsidiaries Clause in Contracts

Representations as to Foreign Subsidiaries. (i) Such Foreign Obligor is subject to civil and commercial Applicable Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents. (ii) The Applicable Foreign Obligor Documents are in proper legal form under the Applicable Laws of the jurisdiction in which such Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the Applicable Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. (iii) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Obligor is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by such Foreign Obligor pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed to the Administrative Agent. (iv) The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such Foreign Obligor are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to any notification or authorization except (x) such as have been made or obtained or (y) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (y) shall be made or obtained as soon as is reasonably practicable).

Representations as to Foreign Subsidiaries. The Company and each Borrower that is a Foreign Subsidiary represents and warrants to the Administrative Agent and the Lenders that: (ia) Such Foreign Obligor Subsidiary is subject to civil and commercial Applicable Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign ObligorSubsidiary, the “Applicable Foreign Obligor Subsidiary Documents”), and the execution, delivery and performance by such Foreign Obligor Subsidiary of the Applicable Foreign Obligor Subsidiary Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor Subsidiary nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing in respect of its obligations under the Applicable Foreign Obligor Subsidiary Documents. (iib) The Applicable Foreign Obligor Subsidiary Documents are in proper legal form under the Applicable Laws of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing for the enforcement thereof against such Foreign Obligor Subsidiary under the Applicable Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Subsidiary Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Subsidiary Documents that the Applicable Foreign Obligor Subsidiary Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Subsidiary Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Subsidiary Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. (iiic) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Subsidiary Documents or (ii) on any payment to be made by such Foreign Obligor Subsidiary pursuant to the Applicable Foreign Obligor Subsidiary Documents, except as has been disclosed to the Administrative AgentLenders. (ivd) The execution, delivery and performance of the Applicable Foreign Obligor Subsidiary Documents executed by such Foreign Obligor Subsidiary are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing, not subject to any notification or authorization except (xi) such as have been made or obtained or (yii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (yii) shall be made or obtained as soon as is reasonably practicable).

Representations as to Foreign Subsidiaries. The Company and each Designated Borrower that is a Foreign Subsidiary represents and warrants to each Co-Administrative Agent and the Lenders that: (ia) Such Foreign Obligor Subsidiary is subject to civil and commercial Applicable Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign ObligorSubsidiary, the “Applicable Foreign Obligor Subsidiary Documents”), and the execution, delivery and performance by such Foreign Obligor Subsidiary of the Applicable Foreign Obligor Subsidiary Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor Subsidiary nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing in respect of its obligations under the Applicable Foreign Obligor Subsidiary Documents. (iib) The Applicable Foreign Obligor Subsidiary Documents are in proper legal form under the Applicable Laws of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing for the enforcement thereof against such Foreign Obligor Subsidiary under the Applicable Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Subsidiary Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Subsidiary Documents that the Applicable Foreign Obligor Subsidiary Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Subsidiary Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Subsidiary Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. (iiic) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Subsidiary Documents or (ii) on any payment to be made by such Foreign Obligor Subsidiary pursuant to the Applicable Foreign Obligor Subsidiary Documents, except as has been disclosed to the each Co-Administrative Agent. (ivd) The execution, delivery and performance of the Applicable Foreign Obligor Subsidiary Documents executed by such Foreign Obligor Subsidiary are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing, not subject to any notification or authorization except (xi) such as have been made or obtained or (yii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (yii) shall be made or obtained as soon as is reasonably practicable).

Representations as to Foreign Subsidiaries. The Company and each Designated Borrower that is a Foreign Subsidiary represents and warrants to the Administrative Agent and the Lenders that: (ia) Such Foreign Obligor Subsidiary is subject to civil and commercial Applicable Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign ObligorSubsidiary, the “Applicable Foreign Obligor Subsidiary Documents”), and the execution, delivery and performance by such Foreign Obligor Subsidiary of the Applicable Foreign Obligor Subsidiary Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor Subsidiary nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing in respect of its obligations under the Applicable Foreign Obligor Subsidiary Documents. (iib) The Applicable Foreign Obligor Subsidiary Documents are in proper legal form under the Applicable Laws of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing for the enforcement thereof against such Foreign Obligor Subsidiary under the Applicable Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Subsidiary Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Subsidiary Documents that the Applicable Foreign Obligor Subsidiary Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Subsidiary Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Subsidiary Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. (iiic) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Subsidiary Documents or (ii) on any payment to be made by such Foreign Obligor Subsidiary pursuant to the Applicable Foreign Obligor Subsidiary Documents, except as has been disclosed to the Administrative Agent. (ivd) The execution, delivery and performance of the Applicable Foreign Obligor Subsidiary Documents executed by such Foreign Obligor Subsidiary are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing, not subject to any notification or authorization except (xi) such as have been made or obtained or (yii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (yii) shall be made or obtained as soon as is reasonably practicable).

Representations as to Foreign Subsidiaries. Each of the Company and each Foreign Subsidiary represents and warrants to the Co-Administrative Agents and the Banks that: (ia) Such Foreign Obligor Subsidiary is subject to civil and commercial Applicable Laws with respect to its obligations under this Agreement and the other Loan Credit Documents to which it is a party (collectively as to such Foreign ObligorSubsidiary, the “Applicable Foreign Obligor NYDOCS/1204419.6 Subsidiary Documents”), and the execution, delivery and performance by such Foreign Obligor Subsidiary of the Applicable Foreign Obligor Subsidiary Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor Subsidiary nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing in respect of its obligations under the Applicable Foreign Obligor Subsidiary Documents. (iib) The Applicable Foreign Obligor Subsidiary Documents are in proper legal form under the Applicable Laws of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing for the enforcement thereof against such Foreign Obligor Subsidiary under the Applicable Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Subsidiary Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Subsidiary Documents that the Applicable Foreign Obligor Subsidiary Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Subsidiary Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Subsidiary Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. (iiic) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Subsidiary Documents or (ii) on any payment to be made by such Foreign Obligor Subsidiary pursuant to the Applicable Foreign Obligor Subsidiary Documents, except as has been disclosed to the Co-Administrative AgentAgents. (ivd) The execution, delivery and performance of the Applicable Foreign Obligor Subsidiary Documents executed by such Foreign Obligor Subsidiary are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing, not subject to any notification or authorization except (xi) such as have been made or obtained or (yii) such as cannot be made or obtained until a later date (provided date; provided, that any notification or authorization described in clause (yii) shall be made or obtained as soon as is reasonably practicable).

Representations as to Foreign Subsidiaries. (i) Such Foreign Obligor is subject to civil and commercial Applicable Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents. (ii) The Applicable Foreign Obligor Documents are in proper legal form under the Applicable Laws of the jurisdiction in which such Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the Applicable Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. (iii) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Obligor is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by such Foreign Obligor pursuant CHAR1\1858015v1CHAR1\1858015v2 to the Applicable Foreign Obligor Documents, except as has been disclosed to the Administrative Agent. (iv) The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such Foreign Obligor are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to any notification or authorization except (x) such as have been made or obtained or (y) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (y) shall be made or obtained as soon as is reasonably practicable).

Representations as to Foreign Subsidiaries. Each of the Company and each Foreign Subsidiary represents and warrants to the Co-Administrative Agents and the Banks that: (ia) Such Foreign Obligor Subsidiary is subject to civil and commercial Applicable Laws with respect to its obligations under this Agreement and the other Loan Credit Documents to which it is a party (collectively as to such Foreign ObligorSubsidiary, the “Applicable Foreign Obligor Subsidiary Documents”), and the execution, delivery and performance by such Foreign Obligor Subsidiary of the Applicable Foreign Obligor Subsidiary Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor Subsidiary nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing in respect of its obligations under the Applicable Foreign Obligor Subsidiary Documents. (iib) The Applicable Foreign Obligor Subsidiary Documents are in proper legal form under the Applicable Laws of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing for the enforcement thereof against such Foreign Obligor Subsidiary under the Applicable Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Subsidiary Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Subsidiary Documents that the Applicable Foreign Obligor Subsidiary Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Subsidiary Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Subsidiary Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. (iiic) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Subsidiary Documents or (ii) on any payment to be made by such Foreign Obligor Subsidiary pursuant to the Applicable Foreign Obligor Subsidiary Documents, except as has been disclosed to the Co-Administrative AgentAgents. (ivd) The execution, delivery and performance of the Applicable Foreign Obligor Subsidiary Documents executed by such Foreign Obligor Subsidiary are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor Subsidiary is organized and existing, not subject to any notification or authorization except (xi) such as have been made or obtained or (yii) such as cannot be made or obtained until a later date (provided date; provided, that any notification or authorization described in clause (yii) shall be made or obtained as soon as is reasonably practicable).