Representations, Warranties and Covenants of the Borrowers. Each of the Borrowers represents and warrants to the Lender, and agrees that: (a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Related Agreements and Supplemental Documentation are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date, (ii) with respect to the Shine Writs of Attachment (as defined in the Fifth Amendment) and the Shine Lawsuit (as defined in the Fifth Amendment) and (iii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Related Agreement), or as otherwise specifically permitted by the Lender; (b) on the Seventh Amendment Effective Date, after giving effect to this Seventh Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing; (c) the execution, delivery and performance of this Seventh Amendment has been duly authorized by all necessary action on the part of, and duly executed and delivered by the Borrowers, and this Seventh Amendment is a legal, valid and binding obligation of the Borrowers enforceable against each Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Seventh Amendment does not conflict with or result in a breach by any Borrower of any term of any material contract, loan agreement, indenture or other agreement or instrument to which such Borrower is a party or is subject.
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Representations, Warranties and Covenants of the Borrowers. Each of the Borrowers represents and warrants to the Lender, and agrees that:
(a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Related Agreements and Supplemental Documentation are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date, (ii) with respect to the Shine Writs of Attachment (as defined in the Fifth Amendment) and the Shine Lawsuit (as defined in the Fifth Amendment) and (iii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Related Agreement), or as otherwise specifically permitted by the Lender;
(b) on the Seventh Ninth Amendment Effective Date, after giving effect to this Seventh Ninth Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing;
(c) the execution, delivery and performance of this Seventh Ninth Amendment has been duly authorized by all necessary action on the part of, and duly executed and delivered by the Borrowers, and this Seventh Ninth Amendment is a legal, valid and binding obligation of the Borrowers enforceable against each Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and
(d) the execution, delivery and performance of this Seventh Ninth Amendment does not conflict with or result in a breach by any Borrower of any term of any material contract, loan agreement, indenture or other agreement or instrument to which such Borrower is a party or is subject.
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Representations, Warranties and Covenants of the Borrowers. Each To induce the Forbearing Lenders to execute and deliver this Agreement, each of the Borrowers represents represents, warrants and warrants to the Lender, and agrees covenants that:
(a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Related Agreements and Supplemental Documentation are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date, (ii) with respect to the Shine Writs of Attachment (as defined in the Fifth Amendment) and the Shine Lawsuit (as defined in the Fifth Amendment) and (iii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Related Agreement), or as otherwise specifically permitted by the Lender;
(b) on the Seventh Amendment Effective Date, after giving effect to this Seventh Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing;
(c) the execution, delivery and performance by such Borrower of this Seventh Amendment has Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action on the part ofsuch Borrower, and this Agreement has been duly executed and delivered by the Borrowerssuch Borrower, and this Seventh Amendment is a Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligation obligations of the Borrowers such Borrower enforceable against each Borrower it in accordance with its their terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws law affecting creditors' ’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and;
(db) neither the execution, delivery and performance of this Seventh Amendment Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does not conflict with or shall contravene, result in a breach by of, or violate (i) any Borrower provision of such Borrower’s organizational documents or (ii) any term applicable laws;
(c) as of the date hereof, except for the Lender Specified Defaults that have occurred and are continuing as of the date hereof, no Default or Event of Default has occurred or is continuing under the Credit Agreement; and
(d) from the Forbearance Effective Date until 5:00 p.m., New York City time, on May 17, 2021, the Borrowers shall not enter into any material contractamendment, loan agreementrestatement, indenture supplement, waiver or modification to the Credit Agreement or any other Loan Document that directly or indirectly adversely impacts any Revolving Lender without the prior written consent of Revolving Lenders holding not less than 66-2/3% of the Aggregate Revolving Facility Exposure; provided that the foregoing prior written consent shall not be required in connection with any release, joinder, supplement or other agreement similar document permitted or instrument required in connection with an Infrastructure Reorganization, subject to which such Borrower is a party or is subjectthe Infrastructure Reorganization Principles (as defined in the Credit Agreement as in effect on the date hereof).
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Representations, Warranties and Covenants of the Borrowers. Each To induce the Forbearing Lenders to execute and deliver this Agreement, each of the Borrowers represents represents, warrants and warrants to the Lender, and agrees covenants that:
(a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Related Agreements and Supplemental Documentation are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date, (ii) with respect to the Shine Writs of Attachment (as defined in the Fifth Amendment) and the Shine Lawsuit (as defined in the Fifth Amendment) and (iii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Related Agreement), or as otherwise specifically permitted by the Lender;
(b) on the Seventh Amendment Effective Date, after giving effect to this Seventh Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing;
(c) the execution, delivery and performance by such Borrower of this Seventh Amendment has Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action on the part ofsuch Borrower, and this Agreement has been duly executed and delivered by the Borrowerssuch Borrower, and this Seventh Amendment is a Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligation obligations of the Borrowers such Borrower enforceable against each Borrower it in accordance with its their terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws law affecting creditors' ’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and;
(db) neither the execution, delivery and performance of this Seventh Amendment Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does not conflict with or shall contravene, result in a breach by of, or violate (i) any Borrower provision of such Borrower’s organizational documents or (ii) any term applicable laws;
(c) as of the date hereof, except for the Lender Specified Defaults that have occurred and are continuing as of the date hereof, no Default or Event of Default has occurred or is continuing under the Credit Agreement; and
(d) from the Forbearance Effective Date until 5:00 p.m., New York City time, on April 15, 2021, the Borrowers shall not enter into any material contractamendment, loan agreementrestatement, indenture supplement, waiver or modification to the Credit Agreement or any other Loan Document that directly or indirectly adversely impacts any Revolving Lender without the prior written consent of Revolving Lenders holding not less than 66-2/3% of the Aggregate Revolving Facility Exposure; provided that the foregoing prior written consent shall not be required in connection with any release, joinder, supplement or other agreement similar document permitted or instrument required in connection with an Infrastructure Reorganization, subject to which such Borrower is a party or is subjectthe Infrastructure Reorganization Principles (as defined in the Credit Agreement as in effect on the date hereof).
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Representations, Warranties and Covenants of the Borrowers. Each of the Borrowers represents and warrants to the Lender, and agrees that:
(a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Related Agreements and Supplemental Documentation are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date, (ii) with respect to the Shine Writs of Attachment (as defined in the Fifth Amendment) and the Shine Lawsuit (as defined in the Fifth Amendment) and (iii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Related Agreement), or as otherwise specifically permitted by the Lender;
(b) on the Seventh Eighth Amendment Effective Date, after giving effect to this Seventh Eighth Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing;
(c) the execution, delivery and performance of this Seventh Eighth Amendment has been duly authorized by all necessary action on the part of, and duly executed and delivered by the Borrowers, and this Seventh Eighth Amendment is a legal, valid and binding obligation of the Borrowers enforceable against each Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and
(d) the execution, delivery and performance of this Seventh Eighth Amendment does not conflict with or result in a breach by any Borrower of any term of any material contract, loan agreement, indenture or other agreement or instrument to which such Borrower is a party or is subject.
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Representations, Warranties and Covenants of the Borrowers. Each of the Borrowers represents and warrants to the Lender, and agrees that:
(a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Related Agreements and Supplemental Documentation Loan Documents are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date, date and (ii) with respect to the Shine Writs of Attachment (as defined in the Fifth Amendment) and the Shine Lawsuit (as defined in the Fifth Amendment) and (iii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Related AgreementLoan Document), or as otherwise specifically permitted by the Lender;
(b) on the Seventh Amendment Effective Date, after giving effect to this Seventh Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing;
(c) the execution, delivery and performance of this Seventh Amendment has been duly authorized by all necessary action on the part of, and duly executed and delivered by the Borrowers, and this Seventh Amendment is a legal, valid and binding obligation of the Borrowers enforceable against each Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and
(d) the execution, delivery and performance of this Seventh Amendment does not conflict with or result in a breach by any Borrower of any term of any material contract, loan agreement, indenture or other agreement or instrument to which such Borrower is a party or is subject.
(e) Within forty-five (45) days after the date hereof, ELXSI shall deliver to Lender (i) a certified copy of the Lincolnshire Lease, (ii) a landlord's waiver and consent from the landlord of the Lincolnshire Lease acknowledging the security interest granted to Lender in the property of ELXSI located on the premises covered by the Lincolnshire Lease and waiving any statutory landlord's lien against such property, (iii) a certified copy of a recorded Memorandum of Lease evidencing the Lincolnshire Lease, (iv) a leasehold mortgage in favor of Lender covering ELXSI's rights as tenant under the Lincolnshire Lease, and (v) evidence of the authority of ELXSI to transact business in Illinois as a foreign corporation and the good standing of ELXSI in Illinois.
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Representations, Warranties and Covenants of the Borrowers. Each of To induce the Borrowers represents Lender to execute and deliver this Agreement, each Borrower represents, warrants to the Lender, and agrees covenants that:
(a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Related Agreements and Supplemental Documentation are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date, (ii) with respect to the Shine Writs of Attachment (as defined in the Fifth Amendment) and the Shine Lawsuit (as defined in the Fifth Amendment) and (iii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Related Agreement), or as otherwise specifically permitted by the Lender;
(b) on the Seventh Amendment Effective Date, after giving effect to this Seventh Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing;
(c) the The execution, delivery and performance by each of the Borrowers of this Seventh Amendment has Agreement and all documents and instruments delivered in connection herewith and all Loan Documents have been duly authorized by all necessary action on the part ofBorrower’s Boards of Directors, and duly executed and delivered by the Borrowersmanagers or members, as applicable, and this Seventh Amendment is a Agreement and all documents and instruments delivered in connection herewith and all Loan Documents are legal, valid and binding obligation obligations of the such Borrowers enforceable against each Borrower such parties in accordance with its their respective terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws law affecting creditors' ’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and;
(db) Except with respect to the Specified Defaults, each of the representations and warranties set forth in the Loan Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Loan Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof;
(c) Neither the execution, delivery and performance of this Seventh Amendment Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does not conflict with or shall contravene, result in a breach of, or violate (i) any provision of Borrower’s corporate charter, bylaws, operating agreement, or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Borrower is a party, or by which any Borrower or its property is bound;
(d) As of the date hereof, except for the Specified Defaults, no Event of Default has occurred or is continuing under this Agreement or any Loan Document.
(e) The Lender’ security interests in the Collateral continue to be valid, binding, and enforceable first-priority security interests which secure the obligations under the Loan Documents and no tax or judgment liens are currently on record against any Borrower;
(f) Except with respect to the Specified Defaults, any misrepresentation of a Borrower, or any failure of a Borrower to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Borrower with, to or in favor of any term the Lender shall constitute a Forbearance Default hereunder and an immediate Event of any material contract, loan agreement, indenture or other agreement or instrument Default under the Loan Agreement; and
(g) The recitals to which such Borrower is a party or is subjectthis Agreement are true and correct.
Appears in 1 contract
Samples: Forbearance Agreement and Amendment to Loan Agreement (American Defense Systems Inc)
Representations, Warranties and Covenants of the Borrowers. Each of the Borrowers represents and warrants to the Lender, and agrees that:
(a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Related Agreements and Supplemental Documentation are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date, (ii) with respect to the Shine Writs of Attachment (as defined in the Fifth Amendment) and the Shine Lawsuit (as defined in the Fifth Amendment) and (iii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Related Agreement), or as otherwise specifically permitted by the Lender;
(b) on the Seventh Sixth Amendment Effective Date, after giving effect to this Seventh Sixth Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing;
(c) the execution, delivery and performance of this Seventh Sixth Amendment has been duly authorized by all necessary action on the part of, and duly executed and delivered by the Borrowers, and this Seventh Sixth Amendment is a legal, valid and binding obligation of the Borrowers enforceable against each Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and;
(d) the execution, delivery and performance of this Seventh Sixth Amendment does not conflict with or result in a breach by any Borrower of any term of any material contract, loan agreement, indenture or other agreement or instrument to which such Borrower is a party or is subject; and
(e) ELXSI and Bickford's shall use their best efforts to arrange for the sexxxxx xx x notice from ELXSI, Bickford's and James P. Shine to the Escrow Agent (as defined xx xxx Xxfth Axxxxxxxx) xxx xx holding funds in escrow pursuant to an Escrow Agreement (as defined in the Fifth Amendment) entered into in connection with the sale of certain real property, which notice shall direct the Escrow Agent to release the Escrow Funds (as defined in such Escrow Agreement) held by the Escrow Agent to Lender when the conditions for such release have been satisfied, in accordance with the wire transfer instructions provided by Lender to the Borrowers, for application to the Term Loan or, if previously paid in full, to the Revolving Loans.
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Representations, Warranties and Covenants of the Borrowers. Each of the Borrowers Borrower hereby represents and warrants to that as of the Lender, date of this Agreement and agrees that:
after giving effect hereto (a) no event has occurred and is continuing which, after giving effect to this Agreement, constitutes a Default or an Event of Default, (b) the representations and warranties of such Borrower contained in the Loan Agreement (as amended hereby) and the other outstanding Related Agreements and Supplemental Documentation Loan Documents are true and correct in all material respects at on and as of the date hereof to the same extent as though made on and as of the date hereof, except (i) to the extent such representations and warranties specifically made with regard relate to a particular an earlier date, (ii) with respect to the Shine Writs in which case they are true and correct in all material respects as of Attachment (as defined in the Fifth Amendment) and the Shine Lawsuit (as defined in the Fifth Amendment) and (iii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Related Agreement)earlier date, or as otherwise specifically permitted by the Lender;
(b) on the Seventh Amendment Effective Date, after giving effect to this Seventh Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing;
(c) the execution, execution and delivery and performance by such Borrower of this Seventh Amendment has Agreement and the performance by such Borrower of the Loan Agreement, as modified by this Agreement, are within such Borrower’s corporate powers and have been duly authorized by all necessary action on action, (d) this Agreement and the part ofLoan Agreement, as modified by this Agreement, are legal, valid, and duly executed and delivered by the Borrowers, and this Seventh Amendment is a legal, valid and binding obligation obligations of the Borrowers such Borrower enforceable against each such Borrower in accordance with its their terms, except as the enforcement thereof enforceability may be subject to the effect of any applicable limited by bankruptcy, insolvency, reorganization, moratorium, insolvency or similar laws affecting the enforcement of creditors' ’ rights generally generally, and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and
(de) the execution, execution and delivery and performance by such Borrower of this Seventh Amendment does not conflict with or result in a breach Agreement and the performance by any such Borrower of any term the Loan Agreement, as modified by this Agreement, do not require the consent of any material contractPerson (other than that which has been obtained) and do not contravene the terms of such Borrower’s Organic Documents, loan any Restrictive Agreement or any other indenture, agreement, indenture or other agreement or instrument undertaking to which such Borrower is a party or by which such Borrower or any of its property is subjectbound.
Appears in 1 contract
Samples: Loan and Security Agreement (Cooper Tire & Rubber Co)
Representations, Warranties and Covenants of the Borrowers. Each of the Borrowers represents and warrants to the Lender, and agrees that:
(a) the representations and warranties contained in the Loan Agreement (as amended hereby) and the other outstanding Related Agreements and Supplemental Documentation Loan Documents are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof, except (i) to the extent specifically made with regard to a particular date, date and (ii) with respect to the Shine Writs of Attachment (as defined in the Fifth Amendment) and the Shine Lawsuit (as defined in the Fifth Amendment) and (iii) for such changes as are a result of any act or omission specifically permitted under the Loan Agreement (or under any Related AgreementLoan Document), or as otherwise specifically permitted by the Lender;
(b) on the Seventh Second Amendment Effective Date, after giving effect to this Seventh Amendment, no Unmatured Event of Default or Event of Default will have occurred and be continuing;
(c) the execution, delivery and performance of this Seventh Amendment has been duly authorized by all necessary action on the part of, and duly executed and delivered by the Borrowers, and this Seventh Amendment is a legal, valid and binding obligation of the Borrowers enforceable against each Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and
(d) the execution, delivery and performance of this Seventh Amendment does not conflict with or result in a breach by any Borrower of any term of any material contract, loan agreement, indenture or other agreement or instrument to which such Borrower is a party or is subject.
(e) On or before September 15, 2004, ELXSI shall deliver to Lender (i) a certified copy of the Lincolnshire Lease (as defined in the First Amendment), and (ii) a landlord's waiver and consent from the landlord of the Lincolnshire Lease acknowledging the security interest granted to Lender in the property of ELXSI located on the premises covered by the Lincolnshire Lease and waiving any statutory landlord's lien against such property.
(f) Within thirty (30) days after the last day of each month, ELXSI shall deliver to Lender an Asset Sale Progress Report, providing commentary on the current status of proposed real estate sales and leasebacks, including location, timing, prospective buyers expressing interest, anticipated closing dates, prospective or agreed sales prices, and material issues relating to such property or sales thereof.
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