Common use of Representations of the Loan Parties Clause in Contracts

Representations of the Loan Parties. Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders as follows: (a) Except as acknowledged herein, no Default or Event of Default exists under the Loan Documents on and as of the date hereof. (b) It has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other documents delivered by it in connection herewith. (c) This Agreement and each other document delivered by it in connection herewith has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) No consent, approval, authorization or order of, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Agreement. (e) The execution and delivery of this Agreement or any other document delivered by it in connection herewith does not (i) violate, contravene or conflict with any provision of its organizational documents or (ii) materially violate, contravene or conflict with any laws applicable to it or any of its Subsidiaries. (f) After giving effect to this Agreement, the representations and warranties of the Loan Parties contained in the Loan Documents, as supplemented by the disclosures on Schedule 11(f), are true, accurate and complete in all materials respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date.

Appears in 4 contracts

Samples: Revolving Credit and Term Loan Agreement, Revolving Credit and Term Loan Agreement (Dakota Plains Holdings, Inc.), Amendment to Revolving Credit and Term Loan Agreement (Dakota Plains Holdings, Inc.)

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Representations of the Loan Parties. Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders as follows: (a) Except as acknowledged herein, no Default or Event of Default exists under the Loan Documents on and as of the date hereof. (b) It has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other documents delivered by it in connection herewith. (c) This Agreement and each other document delivered by it in connection herewith has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) No consent, approval, authorization or order of, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Agreement. (e) The execution and delivery of this Agreement or any other document delivered by it in connection herewith does not (i) violate, contravene or conflict with any provision of its organizational documents or (ii) materially violate, contravene or conflict with any laws applicable to it or any of its Subsidiaries. (f) After giving effect to this Agreement, the representations and warranties of the Loan Parties contained in the Loan Documents, as supplemented by the disclosures on Schedule 11(f)) to the Forbearance Agreement, are true, accurate and complete in all materials respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date.

Appears in 4 contracts

Samples: Forbearance Agreement, Forbearance Agreement (Dakota Plains Holdings, Inc.), Forbearance Agreement (Dakota Plains Holdings, Inc.)

Representations of the Loan Parties. Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders as follows: (a) Except as acknowledged herein, no No Default or Event of Default exists under the Loan Documents on and as of the date hereofhereof nor will result from this Agreement. (b) It has taken all necessary entity action to authorize the execution, delivery and performance of this Agreement and any other documents delivered by it in connection herewith. (c) This Agreement and each other document delivered by it in connection herewith has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this AgreementAgreement other than the Required Lenders. (e) The execution and delivery of this Agreement or any other document delivered by it in connection herewith does not (i) violate, contravene or conflict with any provision of its organizational documents or (ii) materially violate, contravene or conflict with any laws material Requirement of Law applicable to it or any of its Subsidiaries. (f) After giving effect to this Agreement, the representations and warranties of the Loan Parties contained in the Loan Documents, as supplemented by the disclosures on Schedule 11(f), Documents are true, accurate and complete in all materials material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date.

Appears in 2 contracts

Samples: Credit Agreement (Malibu Boats, Inc.), Credit Agreement (Malibu Boats, Inc.)

Representations of the Loan Parties. Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders as follows: (a) Except as acknowledged herein, no No Default or Event of Default exists under the Loan Documents on and as of the date hereof. (b) It has taken all necessary entity action to authorize the execution, delivery and performance of this Agreement and any other documents delivered by it in connection herewith. (c) This Agreement and each other document delivered by it in connection herewith has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this AgreementAgreement other than the Required Lenders. (e) The execution and delivery of this Agreement or any other document delivered by it in connection herewith does not (i) violate, contravene or conflict with any provision of its organizational documents or (ii) materially violate, contravene or conflict with any laws material Requirement of Law applicable to it or any of its Subsidiaries. (f) After giving effect to this Agreement, the representations and warranties of the Loan Parties contained in the Loan Documents, as supplemented by the disclosures on Schedule 11(f), Documents are true, accurate and complete in all materials material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date.

Appears in 1 contract

Samples: Credit Agreement (Malibu Boats, Inc.)

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Representations of the Loan Parties. Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders as follows: (a) Except as acknowledged herein, no No Default or Event of Default exists under the Loan Documents on and as of the date hereof. (b) It has taken all necessary action to authorize the execution, delivery and performance of this Agreement and any other documents delivered by it in connection herewith. (c) This Agreement and each other document delivered by it in connection herewith has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this AgreementAgreement other than the Second Lien Lenders. (e) The execution and delivery of this Agreement or any other document delivered by it in connection herewith does not (i) violate, contravene or conflict with any provision of its organizational documents or (ii) materially violate, contravene or conflict with any laws material Requirement of Law applicable to it or any of its Subsidiaries. (f) After giving effect to this Agreement, the representations and warranties of the Loan Parties contained in the Loan Documents, as supplemented by the disclosures on Schedule 11(f), Documents are true, accurate and complete in all materials respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date.

Appears in 1 contract

Samples: Credit Agreement (Malibu Boats, Inc.)

Representations of the Loan Parties. Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders as follows: (a) Except as acknowledged herein, no No Default or Event of Default exists under the Loan Documents on and as of the date hereofhereof nor will result from this Agreement. (b) It has taken all necessary entity action to authorize the execution, delivery and performance of this Agreement and any other documents delivered by it in connection herewith. (c) This Agreement and each other document delivered by it in connection herewith has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be CHAR2\0000000x0 subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this AgreementAgreement other than the Required Lenders. (e) The execution and delivery of this Agreement or any other document delivered by it in connection herewith does not (i) violate, contravene or conflict with any provision of its organizational documents or (ii) materially violate, contravene or conflict with any laws material Requirement of Law applicable to it or any of its Subsidiaries. (f) After giving effect to this Agreement, the representations and warranties of the Loan Parties contained in the Loan Documents, as supplemented by the disclosures on Schedule 11(f), Documents are true, accurate and complete in all materials material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date.

Appears in 1 contract

Samples: Credit Agreement (Malibu Boats, Inc.)

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