Representations: Intra-Group Lenders. On the date of this Agreement, each Intra-Group Lender which is not a Debtor represents and warrants to the Primary Creditors, the Security Agent and the Creditor Representatives that: (a) it is a limited liability company, foundation, or, as the case may be, limited partnership duly incorporated or organised (as applicable) and validly existing under the laws of its jurisdiction of incorporation or organisation; (b) subject to the Legal Reservations, the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations; and (c) the entry into and performance by it of this Agreement does not and will not conflict with: (i) any law or regulation applicable to it, its constitutional documents or to an extent which could reasonably be expected to have a Material Adverse Effect, any agreement or instrument binding upon it or any of its assets; or (ii) any agreement or instrument binding on it or any of its assets which constitute a default or termination event (however described) under any such agreement or instrument save to the extent that any such conflict, default or termination event could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Intercreditor Agreement (Nord Anglia Education, Inc.), Intercreditor Agreement (Nord Anglia Education, Inc.)
Representations: Intra-Group Lenders. On the date of this Agreement, each Each Intra-Group Lender which is not a Debtor represents and warrants to the Primary Creditors, Senior Creditors and the Security Agent and that on the date of this Agreement (or, if it becomes a Party after such date, the date of the Creditor Representatives that:Accession Undertaking):
(a) it is a limited liability companycorporation, foundation, or, as the case may be, limited partnership duly incorporated or organised (as applicable) and validly existing under the laws of its jurisdiction of incorporation or organisationformation;
(b) subject to the Legal ReservationsReservations and the Perfection Requirements, the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations; and
(c) the entry into and performance by it of this Agreement does not and will not conflict withnot:
(i) conflict with any law or regulation applicable to it, its constitutional documents or to an extent which could reasonably be expected to have a Material Adverse Effect, any agreement or instrument binding upon it or any of its assets; or
(ii) any agreement or instrument binding on it or any of its assets which constitute a default or termination event (however described) under any such agreement or instrument binding on it or any of its assets, in each case, save to the extent that any such conflictit does not, default or termination event could is not reasonably be expected likely to have have, a Material Adverse Effect.
Appears in 1 contract
Samples: Intercreditor Agreement
Representations: Intra-Group Lenders. On the date of this Agreement, each Each Intra-Group Lender which is not a Debtor represents and warrants to the Primary Creditors, Creditors and the Security Agent and the Creditor Representatives that:
(a) it is a limited liability companycorporation, foundation, or, as the case may be, limited partnership duly incorporated or organised (as applicable) formed and validly existing under the laws of its jurisdiction of incorporation or organisationformation;
(b) subject to the Legal Reservations, the obligations expressed to be assumed by it in this Agreement are, subject to any general principles of law limiting its obligations which are applicable to creditors generally, legal, valid, binding and enforceable obligations; and
(c) the entry into and performance by it of this Agreement does not and will not conflict withnot:
(i) conflict with any law or regulation applicable to it, its constitutional documents or to an extent which could reasonably be expected to have a Material Adverse Effect, any agreement or instrument binding upon it or any of its assets;
(ii) constitute a default or termination event (however described) under any agreement or instrument binding on it or any of its assets; or
(iiiii) breach any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any agreement or instrument binding on it or any of its assets to such an extent or in such a manner which constitute a default gives rise to or termination event (however described) under any such agreement or instrument save to the extent that any such conflict, default or termination event could not would be reasonably be expected likely to have give rise to a Material Adverse Effectmaterial adverse effect.
Appears in 1 contract
Samples: Intercreditor Agreement