Repurchase Documents. Each Repurchase Document to which Seller is a party has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and general principles of equity. The execution, delivery and performance by Seller of each Repurchase Document to which it is a party do not and will not (a) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under, any (i) Governing Document, Indebtedness, Guarantee Obligation or Contractual Obligation applicable to Seller or any of its properties or assets, (ii) Requirements of Law, or (iii) approval, consent, judgment, decree, order or demand of any Governmental Authority, or (b) result in the creation of any Lien (other than with respect to any Purchased Asset, any Liens granted pursuant to the Repurchase Documents) on any of the properties or assets of Seller. All approvals, authorizations, consents, orders, filings, notices or other actions of any Person or Governmental Authority required for the execution, delivery and performance by Seller of the Repurchase Documents to which it is a party and the sale of and grant of a security interest in each Purchased Asset to Buyer, have been obtained, effected, waived or given and are in full force and effect. The execution, delivery and performance of the Repurchase Documents do not require compliance by Seller with any “bulk sales” or similar law. There is no material litigation, proceeding or investigation pending or, to the Knowledge of Seller threatened, against Seller, any Relevant Company, Guarantor, Sub-Advisor or any of their respective Subsidiaries before any Governmental Authority (a) asserting the invalidity of any Repurchase Document, (b) seeking to prevent the consummation of any Transaction, or (c) seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect.
Repurchase Documents. This Guaranty has been duly authorized, executed, and delivered by Guarantor, and is fully valid, binding, and enforceable against Guarantor, in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now and hereafter in effect relating to or affecting the rights and remedies of creditors and the effect of general principles of equity, whether enforcement is considered in a proceeding or equity or at law.
Repurchase Documents. The Repurchase Documents (other than the Blocked Account Agreement, which shall be executed and delivered in accordance with Section 3.01(b)), duly executed and delivered by the parties thereto;
Repurchase Documents. The Xxxxxxx Family Restaurants, L.P. Proxy Statement, dated November 28, 1997, in the form delivered to the Agent prior to the Closing Date. REVOLVING CREDIT COMMITMENT. With respect to each Bank, the amount set forth on SCHEDULE 1 hereto as the amount of such Bank's commitment to make Revolving Credit Loans to the Borrower, as the same may be reduced from time to time; or if such commitment is terminated pursuant to the provisions hereof, zero. REVOLVING CREDIT COMMITMENT PERCENTAGE. With respect to each Bank, the percentage set forth on SCHEDULE 1 hereto as such Bank's percentage of the aggregate Revolving Credit Commitments of all of the Banks. REVOLVING CREDIT LOAN MATURITY DATE. January 1, 2003. REVOLVING CREDIT LOAN REQUEST. See Section 2.6.
Repurchase Documents. Each Repurchase Document to which Seller is a party has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by Insolvency Laws and general principles of equity. The execution, delivery and performance by Seller of each Repurchase Document to which it is a party do not and will not (a) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under, any (i) Governing Document, Indebtedness, Guarantee Obligation or Contractual Obligation applicable to Seller or any of its properties or assets, (ii) Requirements of Law, or (iii) approval, consent, judgment, decree, order or demand of any Governmental Authority, or (b) result in the creation of any Lien (other than, except with respect to any Purchased Asset, any Liens granted pursuant to the Repurchase Documents) on any of the properties or assets of Seller. All approvals, authorizations, consents, orders, filings, notices or other actions of any Person or Governmental Authority required for the execution, delivery and performance by Seller -55- LEGAL02/38049601v7
Repurchase Documents. (A) The Borrowers have heretofore furnished the Agents substantially final copies of the Repurchase Documents. The copies of the Repurchase Documents furnished to the Agents prior to the Repurchase Closing Date will be or are, as the case may be, fully executed, true, correct and complete.
(B) Each of the Credit Parties and, to the Credit Parties' knowledge, prior to the consummation of the Repurchase each other party to the Repurchase Documents, has duly taken all necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the Repurchase Documents and the consummation of transactions contemplated thereby.
(C) The Repurchase will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Credit Parties and, to the Credit Parties' knowledge, each other party to the Repurchase Documents in connection with the Repurchase will be, prior to consummation of the Repurchase, duly obtained and will be in full force and effect. All applicable waiting periods with respect to the Repurchase will have expired, as of the consummation of the Repurchase, without any action being taken by any competent governmental authority that restrains, prevents or imposes material adverse conditions upon the consummation of the Repurchase.
(D) The execution and delivery of the Repurchase Documents do not and will not, and the consummation of the Repurchase will not, violate any statute or regulation of the United States (including, without limitation, any Securities Laws) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on the Credit Parties or, to the Credit Parties' knowledge, any other party to the Repurchase Documents, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, judgment, order or decree to which any Credit Party is a party or by which any Credit Party is bound or, to the Credit Parties' knowledge, to which any other party to the Repurchase Documents is a party or by which any such party is bound.
(E) No statement or representation made in the Repurchase Documents by any Credit Party or, to any Credit Party's knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated ...
Repurchase Documents. 46 (m) Leverage Ratio........................................................................46 (n)
Repurchase Documents. 55 Section 7.03 Solvency...................................................................................................... 56 Section 7.04 Taxes........................................................................................................... 56 Section 7.05 Financial Condition..................................................................................... 56 Section 7.06 True and Complete Disclosure.................................................................... 57 Section 7.07 Compliance with Laws ............................................................................... 57 Section 7.08 Compliance with ERISA............................................................................. 58 -i- LEGAL02/38049601v7
Repurchase Documents. All Repurchase Documents to which Guarantor is a party have been duly authorized, executed, and delivered by Guarantor, and are fully valid, binding, and enforceable against Guarantor, in accordance with their terms, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. Seller is validly formed, in good standing, and obligated under the Repurchase Documents in accordance with their terms.
Repurchase Documents. Guarantor shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Without Buyer’s prior written consent, Guarantor shall not enter into any transaction or series of transactions, whether or not in the ordinary course of business, with an Affiliate, officer, director, shareholder, member or partner of Guarantor unless such transaction is on market and arm’s-length terms and conditions.
