Representations of the Obligors. In order to induce the Payee to enter into this Note, each Obligor makes the following representations and warranties to the Payee which shall be true, correct, and complete, in all material respects, as of the date hereof and such representations and warranties shall survive the execution and delivery of this Note:
(a) Each Obligor is duly organized and existing and in good standing under the laws of the jurisdiction of its organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change. Each Obligor and its subsidiaries have all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Change.
(b) The execution, delivery, and performance by such of this Note and the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of each Obligor.
(c) The execution, delivery, and performance by each Obligor of this Note and the other Loan Documents to which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Obligor, the bylaws or articles of incorporation of any Obligor, or any order, judgment, or decree of any court or other governmental authority binding on any Obligor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contract of any Obligor or any subsidiary thereof, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Obligor or any subsidiary thereof, other than Permitted Liens, or (iv) require any approval of any Obligor’s interestholders or any approval or consent of any person under any material contract of any Obligor or any subsidiary thereof, other than consents or approvals that have been obtained and that are still in force and effect, or as contemplated by Section 3(h) of this Note.
(d) This Note and the other Loan Documents to which each Obligor is a party, and all o...
Representations of the Obligors. The Obligors make the following representations:
(a) The Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Account Collateral in favor of the Indenture Trustee, which security interest (upon execution and delivery of the applicable Account Control Agreement) is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Obligors.
(b) The Obligors own and have good and marketable title to the Account Collateral free and clear of any lien, claim or encumbrance of any Person except as created under the Indenture other than Permitted Encumbrances.
(c) Other than the security interest granted to the Indenture Trustee pursuant to the Indenture and the other Transaction Documents, the Obligors have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Account Collateral. The Obligors have received all consents and approvals required by the terms of the Collateral to the transfer to the Indenture Trustee of their interest and rights in the Collateral under the Indenture.
(d) No Obligor has authorized the filing of any financing statements against itself, and no Obligor is aware of any financing statements that have been filed against any Obligor, that include a description of collateral covering the Account Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee under the Indenture or that has been terminated.
Representations of the Obligors. Each Obligor acknowledges that this First Amendment Agreement is a Loan Document and that all of the representations and warranties concerning Loan Documents that are contained in the Existing Credit Agreement apply to this First Amendment Agreement and are deemed to be repeated on the execution of this First Amendment Agreement as if set out in full in this First Amendment Agreement other than those which relate to a specific date.
Representations of the Obligors. Effective as of the date of execution hereof, as of each Closing Date and as of each Funding Date, each Obligor represents and warrants to each of the other parties hereto as follows (provided that Concord shall not make the representation set forth in Section 4.1(o)):
Representations of the Obligors. The Obligors represent and warrant that all representations set forth in the forms of Closing Certificates attached hereto as Exhibits D and E are true and correct as of the date hereof and are incorporated herein by reference with the same force and effect as though herein set forth in full.
Representations of the Obligors. In relation to its obligations under this Agreement and each of the other Finance Documents, each Obligor makes the representations and warranties set out in Schedule 6 (Agreed Representations) to each Finance Party.
Representations of the Obligors. In order to induce the Participants and the Administrative Agent to enter into this Participation Agreement and in order to induce the Participants to advance Loans and Lessor Amounts as provided for herein, each of the Lessee and the Construction Agent makes the following representations and warranties to, and agreements with, the Administrative Agent and each Participant, all of which shall survive the execution and delivery of this Agreement and each Funding Date:
Representations of the Obligors. Each of the Guarantor and the Lessee represents and warrants as of the date hereof and as of each Closing Date to the Administrative Agent and each Participant as follows:
Representations of the Obligors. The Obligors represent and warrant that all representations set forth in Exhibit C are true and correct as of the date hereof and are incorporated herein by reference with the same force and effect as though herein set forth in full.
Representations of the Obligors. To induce the ------------------------------- Purchasers to enter into the Note Documents, and to purchase the Notes, each of the Obligors, jointly and severally, represent, warrant and covenant to each Purchaser that the following statements are and, will remain true, correct and complete for so long as any of the Obligations hereunder shall be in effect and until payment in full of all Obligations; provided, however, that the -------- ------- representations and warranties set forth in clauses (d), (f), (g), (h), (j), (k), (n), (o) and (x) hereof, shall not apply to the Discontinued Operations as an Obligor, but shall apply to (i) the Issuer, (ii) each other Obligor, and (iii) the Issuer and its Subsidiaries including the Discontinued Operations taken as a whole: (a)
