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Common use of The Subsidiary Guaranty Clause in Contracts

The Subsidiary Guaranty. The foregoing documents are hereinafter sometimes collectively called the “Loan Documents.” In the capacity described above and except as noted in the following paragraph, I have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to my satisfaction, of such records and documents of the US Borrower and the Subsidiary Guarantors, certificates of officers and representatives of the US Borrower and the Subsidiary Guarantors, certificates of public officials and such other documents as I have deemed appropriate as a basis for the opinions hereinafter set forth. As to the factual matters forming a basis of my opinion, whenever an opinion with respect to the existence or absence of facts is qualified by the phrase “to my knowledge” it is intended to indicate that during the course of my representation of the US Borrower and of the Subsidiary Guarantors, as the case may be, no information has come to my attention, and, solely with respect to the opinion given in paragraph 3(b) below, no information has come to my attention after inquiry of those officers and employees of the US Borrower and the Subsidiary Guarantors who could reasonably be expected to have knowledge of the existence or absence of such facts, which would give me reason to question the accuracy of such facts. Except as specifically noted in this paragraph, I have not undertaken any other independent review or investigation to determine the existence or absence of such facts. Without limiting the foregoing, for purposes of my opinion expressed in paragraph 2(b)(iii) and (iv) hereof, I have not made any independent review or investigation of any agreements or instruments to which the US Borrower or any Subsidiary Guarantor is a party or by which the US Borrower or any Subsidiary Guarantor is bound, except that I have reviewed or caused to be reviewed those agreements and instruments listed on Schedule 4 which have been deemed to be “material” by the US Borrower, the UK Borrower and any Subsidiary Guarantor (such agreements and other documents collectively referred to herein as the “Reviewed Agreements”). The standard of materiality used by the US Borrower and the Subsidiary Guarantors is those agreements and instruments which, if terminated or canceled for default, by acceleration or otherwise, could reasonably be expected to have or cause a Material Adverse Effect. Furthermore, for purposes of my opinion expressed in paragraph 5 hereof, I have made no examination of plaintiff or defendant indexes in any federal, state, or other court or any other tribunal to determine the existence of any suits or proceedings pending or threatened against the US Borrower or any Subsidiary Guarantor. The opinions set forth herein are limited to the laws of the State of Georgia, the federal laws of the United States of America, the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware. I am admitted to practice law only in the State of Georgia and, in expressing my opinions herein as to the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware, I have relied solely upon the published general compilations of the applicable laws of such states. Based upon and subject to the foregoing, and subject to the qualifications set forth herein, I am of the opinion that: (a) Each of the US Borrower and each Subsidiary Guarantor listed on Schedule 1 attached hereto (the “Schedule 1 Subsidiary Guarantors”) is a corporation, limited liability company or limited partnership, as applicable, duly organized under the laws of the State of Georgia and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence issued by the Secretary of State of the State of Georgia (copies of which are attached hereto), each of the US Borrower and the Schedule 1 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Georgia relating to corporations, limited liability companies and limited partnerships, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Georgia. (b) Each of the Subsidiary Guarantors listed on Schedule 2 attached hereto (the “Schedule 2 Subsidiary Guarantors”) is a corporation or limited liability company, as applicable, duly organized under the laws of the State of Delaware and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Good Standing issued by the Secretary of State of the State of Delaware (copies of which are attached hereto), each of the Schedule 2 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Delaware relating to corporations and limited liability companies, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Delaware. (c) Each Subsidiary Guarantor listed on Schedule 3 attached hereto (the “Schedule 3 Subsidiary Guarantors”) is a validly existing corporation under the laws of its state of incorporation and has all corporate powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence or Status issued by the applicable governmental authority for such State (the “Authority”) (copies of which are attached hereto), each of the Schedule 3 Subsidiary Guarantors is existing and in compliance with the applicable corporate filing and annual registration provisions of each of their respective places of incorporation relating to corporations and has not filed articles of dissolution or a certificate of cancellation with its applicable Secretary of State. (a) The execution, delivery and performance by the US Borrower of the Loan Documents to which it is a party (i) are within the US Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene any provision of the charter or bylaws of the US Borrower. (b) The execution, delivery and performance by the US Borrower and the UK Borrower of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia by the US Borrower, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon the US Borrower, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of the US Borrower or the UK Borrower pursuant to the terms of any such Reviewed Agreement. (a) The execution, delivery and performance by each Subsidiary Guarantor of the Loan Documents to which it is a party (i) are within any such Subsidiary Guarantor's powers, (ii) have been duly authorized by all necessary organizational action, and (iii) do not contravene any provision of the charter or bylaws or other organizational documents, as applicable, of any Subsidiary Guarantor. (b) The execution, delivery and performance by each of the Subsidiary Guarantors of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon any such Subsidiary Guarantor, as the case may be, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of any such Subsidiary Guarantor, as the case may be, pursuant to the terms of any such Reviewed Agreement.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Global Payments Inc)

The Subsidiary Guaranty. The foregoing documents are hereinafter sometimes collectively called the “Loan Documents.” In the capacity described above and except as noted in the following paragraph, I have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to my satisfaction, of such records and documents of the US Borrower and the Subsidiary Guarantors, certificates of officers and representatives of the US Borrower and the Subsidiary Guarantors, certificates of public officials and such other documents as I have deemed appropriate as a basis for the opinions hereinafter set forth. As to the factual matters forming a basis of my opinion, whenever an opinion with respect to the existence or absence of facts is qualified by the phrase “to my knowledge” it is intended to indicate that during the course of my representation of the US Borrower and of the Subsidiary Guarantors, as the case may be, no information has come to my attention, and, solely with respect to the opinion given in paragraph 3(b) below, no information has come to my attention after inquiry of those officers and employees of the US Borrower and the Subsidiary Guarantors who could reasonably be expected to have knowledge of the existence or absence of such facts, which would give me reason to question the accuracy of such facts. Except as specifically noted in this paragraph, I have not undertaken any other independent review or investigation to determine the existence or absence of such facts. Without limiting the foregoing, for purposes of my opinion expressed in paragraph 2(b)(iii) and (iv) hereof, I have not made any independent review or investigation of any agreements or instruments to which the US Borrower or any Subsidiary Guarantor is a party or by which the US Borrower or any Subsidiary Guarantor is bound, except that I have reviewed or caused to be reviewed those agreements and instruments listed on Schedule 4 which have been deemed to be “material” by the US Borrower, the UK Borrower and any Subsidiary Guarantor (such agreements and other documents collectively referred to herein as the “Reviewed Agreements”). The standard of materiality used by the US Borrower and the Subsidiary Guarantors is those agreements and instruments which, if terminated or canceled for default, by acceleration or otherwise, could reasonably be expected to have or cause a Material Adverse Effect. Furthermore, for purposes of my opinion expressed in paragraph 5 hereof, I have made no examination of plaintiff or defendant indexes in any federal, state, or other court or any other tribunal to determine the existence of any suits or proceedings pending or threatened against the US Borrower or any Subsidiary Guarantor. The opinions set forth herein are limited to the laws of the State of Georgia, the federal laws of the United States of America, the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware. I am admitted to practice law only in the State of Georgia and, in expressing my opinions herein as to the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware, I have relied solely upon the published general compilations of the applicable laws of such states. Based upon and subject addition to the foregoing, and subject to we have reviewed (i) the qualifications set forth herein, I am certificates of the opinion that: (a) Each of the US Borrower and each Subsidiary Guarantor listed on Schedule 1 attached hereto (the “Schedule 1 Subsidiary Guarantors”) is a corporation, limited liability company or limited partnership, as applicable, duly organized under the laws of the State of Georgia and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence issued by the Secretary of State of the State of Georgia (copies of which are attached hereto), each of the US Borrower and the Schedule 1 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Georgia relating to corporations, limited liability companies and limited partnerships, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Georgia. (b) Each of the Subsidiary Guarantors listed on Schedule 2 attached hereto (the “Schedule 2 Subsidiary Guarantors”) is a corporation or limited liability company, as applicable, duly organized under the laws of the State of Delaware and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Good Standing issued incorporation certified by the Secretary of State of the State of Delaware of IVZ and each Subsidiary Guarantor, (copies ii) the by-laws of which are attached heretoIVZ and each Subsidiary Guarantor, (iii) the resolutions of the board of directors of IVZ and each Subsidiary Guarantor with respect to the transactions contemplated by the Transaction Documents (items (i) through (iii) collectively, the “Organizational Documents”), (iv) certificates of public officials concerning the legal existence and good standing of IVZ and each Subsidiary Guarantor, (v) certificates of corporate officers and (vi) originals or copies, certified or otherwise identified to our satisfaction, of documents, corporate records, and other instruments, and made such further legal and factual examinations, as we have deemed necessary for the purposes of expressing the opinions set forth herein. In making the examinations described above and in rendering the opinions expressed below, we have assumed: (a) the genuineness of all signatures, (b) the legal capacity of natural persons, (c) the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, (d) the due authorization, execution and delivery of the Transaction Documents by all parties thereto (other than IVZ and the Subsidiary Guarantors with respect to any Transaction Documents to which they are a party), (e) that such Transaction Documents are legal, valid and binding obligations of the parties thereto enforceable against all such parties thereto (other than the Borrowers, the Parent and the Subsidiary Guarantors), (f) all parties to the Transaction Documents (other than IVZ and the Subsidiary Guarantors) have the full power, authority and legal right to perform their respective obligations under such Transaction Documents, (g) that all of the representations and warranties made by the Borrowers, the Parent and the Subsidiary Guarantors in the Transaction Documents are true and correct as to the factual matters therein, (h) the Lenders and the Agent have acted in good faith and without notice of any defense against enforcement of rights created by the transactions (the “Transactions”) contemplated by the Credit Agreement and the other Transaction Documents, (i) each party to the Credit Agreement and the other Transaction Documents has complied with all laws applicable to it that affect the Transactions, (j) the Transactions comply with any test required by any applicable law of good faith or fairness, (k) each applicable law or regulation for which we are deemed to be responsible is published, accessible and generally available to lawyers practicing in the State of New York, (l) there is no understanding or agreement not embodied in the Transaction Documents among parties to the Transactions that would modify any term of a Transaction Document or any right or obligation of a party thereto, and (m) with May 24, 2010 Page 3 respect to the Transactions and the Transaction Documents, there has been no mutual mistake of fact and there exists no fraud or duress. We have relied, with your permission, upon the representations and warranties contained in the Credit Agreement and the other Transaction Documents to the extent the same relate to matters of fact relevant to the opinions expressed herein and upon certificates of public officials and certain officers of each of the Schedule 2 Borrowers, the Parent and the Subsidiary Guarantors with respect to the factual matters contained therein. In addition we have assumed, with your permission, the following matters (as to which we understand you are relying solely upon the opinions of Linklaters, U.K. counsel to IHCL and XXXXXXX, Bermuda counsel to the Parent): (a) IHCL is a limited company formed and existing and in compliance with the applicable filing and annual registration provisions of under the laws of the State of Delaware relating to corporations and England. (b) The Parent is an exempted company incorporated with limited liability companies, as applicable, and has not filed articles existing under the laws of dissolution or certificate of cancellation with the Secretary of State of DelawareBermuda. (c) Each Subsidiary Guarantor listed on Schedule 3 attached hereto (ICHL has the “Schedule 3 Subsidiary Guarantors”) is a validly existing corporation under power to execute, deliver and perform the laws of its state of incorporation and has all corporate powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence or Status issued by the applicable governmental authority for such State (the “Authority”) (copies of which are attached hereto), each of the Schedule 3 Subsidiary Guarantors is existing and in compliance with the applicable corporate filing and annual registration provisions of each of their respective places of incorporation relating to corporations and has not filed articles of dissolution or a certificate of cancellation with its applicable Secretary of State. (a) The execution, delivery and performance by the US Borrower of the Loan Transaction Documents to which it is a party (i) are within the US Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate actionparty, and (iii) do not contravene any provision of the charter or bylaws of Parent has all requisite corporate power to enter into, execute, deliver and perform its obligations under the US Borrower. (b) The execution, delivery and performance by the US Borrower and the UK Borrower of the Loan Transaction Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia by the US Borrower, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon the US Borrower, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of the US Borrower or the UK Borrower pursuant to the terms of any such Reviewed Agreementparty. (a) The execution, delivery and performance by each Subsidiary Guarantor of the Loan Documents to which it is a party (i) are within any such Subsidiary Guarantor's powers, (ii) have been duly authorized by all necessary organizational action, and (iii) do not contravene any provision of the charter or bylaws or other organizational documents, as applicable, of any Subsidiary Guarantor. (bd) The execution, delivery and performance by each of IHCL and the Subsidiary Guarantors Parent of the Loan Transaction Documents to which it is a party (i) require no have been duly authorized by all requisite corporate action by or in respect of, or filing with, any federal governmental body, agency or official of each of IHCL and the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon any such Subsidiary Guarantor, as the case may be, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of any such Subsidiary Guarantor, as the case may be, pursuant to the terms of any such Reviewed AgreementParent.

Appears in 1 contract

Samples: Credit Agreement (Invesco Ltd.)

The Subsidiary Guaranty. The foregoing documents referred to in clauses (a) through (c) above are hereinafter herein sometimes collectively called referred to as the “Loan Documents.” "CREDIT DOCUMENTS". In our examination we have assumed the capacity described above and except genuineness of all signatures (other than as noted in to any representative of a Credit Party), the following paragraphauthenticity of all documents submitted to us as originals, I have considered such matters the conformity to original documents of law and of fact, including the examination of originals or copies, all documents submitted to us as certified or otherwise identified to my satisfaction, photostatic copies and the authenticity of the originals of such records copies. As to questions of fact not independently verified by us, we have relied, to the extent we deemed appropriate, upon representations and documents of the US Borrower and the Subsidiary Guarantors, certificates of officers and representatives of the US Borrower and the Subsidiary Guarantorsrespective Credit Parties, certificates of public officials and other appropriate persons. All assumptions and statements of reliance as to factual matters herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such other documents assumptions or items relied upon. We have made such investigations of law as I have we deemed appropriate as a basis for rendering the opinions hereinafter expressed below. We have neither examined nor requested an examination of the indices or records of any court or governmental or other agency, authority, instrumentality or entity, nor have we made inquiry of any person or entity, except as expressly set forthforth in this opinion letter. In addition, we have not independently verified or investigated the accuracy or completeness of any factual information, and because the scope of our examination did not include such verification, we assume no responsibility for the accuracy or completeness of any such information. In opining herein, we have made no independent investigation of the applicable facts other than a review of (a) information in our files, (b) representations and certificates of officers of the Borrower, public officials and other appropriate persons, and (c) warranties and representations as to certain factual matters contained in the Credit Documents. As used herein, "to our knowledge" shall mean to the factual matters forming a basis of my opinion, whenever an opinion with respect to the existence or absence of facts is qualified by the phrase “to my knowledge” it is intended to indicate that during the course of my representation of the US Borrower and of the Subsidiary Guarantors, as the case may be, no information has come to my attention, and, solely with respect to the opinion given in paragraph 3(b) below, no information has come to my attention after inquiry of those officers and employees of the US Borrower and the Subsidiary Guarantors who could reasonably be expected to have actual knowledge of the existence or absence of such facts, which would give me reason to question the accuracy of such facts. Except as specifically noted in this paragraph, I have not undertaken any other independent review or investigation to determine the existence or absence of such facts. Without limiting the foregoing, for purposes of my opinion expressed in paragraph 2(b)(iii) and (iv) hereof, I have not made any independent review or investigation of any agreements or instruments to which the US Borrower or any Subsidiary Guarantor is a party or by which the US Borrower or any Subsidiary Guarantor is bound, except that I have reviewed or caused to be reviewed those agreements and instruments listed on Schedule 4 which lawyers who have been deemed to be “material” by actively involved in the US Borrower, negotiation of the UK Borrower and any Subsidiary Guarantor (such agreements and other documents collectively referred to herein as the “Reviewed Agreements”). The standard of materiality used by the US Borrower Credit Documents and the Subsidiary Guarantors is those agreements and instruments which, if terminated or canceled lawyers in our firm who are the current primary contacts for default, by acceleration or otherwise, could reasonably be expected to have or cause a Material Adverse Effect. Furthermore, for purposes of my opinion expressed in paragraph 5 hereof, I have made no examination of plaintiff or defendant indexes in any federal, state, or other court or any other tribunal to determine the existence of any suits or proceedings pending or threatened against Borrower at the US Borrower or any Subsidiary Guarantor. The opinions set forth herein are limited to the laws of the State of Georgia, the federal laws of the United States of America, the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware. I am admitted to practice law only in the State of Georgia and, in expressing my opinions herein as to the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware, I have relied solely upon the published general compilations of the applicable laws of such statesfirm. Based upon the foregoing and subject to the foregoingqualifications, assumptions and subject to the qualifications set forth hereinlimitations contained in this opinion letter, I am we are of the opinion that: (a) Each of the US Borrower and each Subsidiary Guarantor listed on Schedule 1 attached hereto (the “Schedule 1 Subsidiary Guarantors”) is a corporation, limited liability company or limited partnership, as applicable, duly organized under the laws of the State of Georgia and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence issued by the Secretary of State of the State of Georgia (copies of which are attached hereto), each of the US Borrower and the Schedule 1 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Georgia relating to corporations, limited liability companies and limited partnerships, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Georgia. (b) Each of the Subsidiary Guarantors listed on Schedule 2 attached hereto (the “Schedule 2 Subsidiary Guarantors”) is a corporation or limited liability company, as applicable, duly organized under the laws of the State of Delaware and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Good Standing issued by the Secretary of State of the State of Delaware (copies of which are attached hereto), each of the Schedule 2 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Delaware relating to corporations and limited liability companies, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Delaware. (c) Each Subsidiary Guarantor listed on Schedule 3 attached hereto (the “Schedule 3 Subsidiary Guarantors”) is a validly existing corporation under the laws of its state of incorporation and has all corporate powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence or Status issued by the applicable governmental authority for such State (the “Authority”) (copies of which are attached hereto), each of the Schedule 3 Subsidiary Guarantors is existing and in compliance with the applicable corporate filing and annual registration provisions of each of their respective places of incorporation relating to corporations and has not filed articles of dissolution or a certificate of cancellation with its applicable Secretary of State. (a) The execution, delivery and performance by the US Borrower of the Loan Documents to which it is a party (i) are within the US Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene any provision of the charter or bylaws of the US Borrower. (b) The execution, delivery and performance by the US Borrower and the UK Borrower of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia by the US Borrower, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon the US Borrower, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of the US Borrower or the UK Borrower pursuant to the terms of any such Reviewed Agreement. (a) The execution, delivery and performance by each Subsidiary Guarantor of the Loan Documents to which it is a party (i) are within any such Subsidiary Guarantor's powers, (ii) have been duly authorized by all necessary organizational action, and (iii) do not contravene any provision of the charter or bylaws or other organizational documents, as applicable, of any Subsidiary Guarantor. (b) The execution, delivery and performance by each of the Subsidiary Guarantors of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon any such Subsidiary Guarantor, as the case may be, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of any such Subsidiary Guarantor, as the case may be, pursuant to the terms of any such Reviewed Agreement.

Appears in 1 contract

Samples: Credit Agreement (Hawk Corp)

The Subsidiary Guaranty. The foregoing documents referred to in clauses (a) through (c) above are hereinafter herein sometimes collectively called referred to as the “Loan Documents.” "CREDIT DOCUMENTS". In our examination we have assumed the capacity described above and except genuineness of all signatures (other than as noted in to any Credit Party), the following paragraphauthenticity of all documents submitted to us as originals, I have considered such matters the conformity to original documents of law and of fact, including the examination of originals or copies, all documents submitted to us as certified or otherwise identified to my satisfaction, photostatic copies and the authenticity of the originals of such records copies. As to questions of fact not independently verified by us we have relied, to the extent we deemed appropriate, upon representations and documents of the US Borrower and the Subsidiary Guarantors, certificates of officers and representatives of the US Borrower and the Subsidiary Guarantorsrespective Credit Parties, certificates of public officials and such other documents appropriate persons. We have also assumed, with your approval, the due authorization, execution and delivery of the Credit Documents on the part of the Administrative Agent and the Lenders and the legality, validity, binding effect on, and enforceability of the Credit Documents against those persons. All assumptions and statements of reliance as I to factual matters herein have deemed appropriate as a basis for the opinions hereinafter set forth. As been made without any independent investigation or verification on our part except to the factual matters forming a basis of my opinionextent otherwise expressly stated, whenever an and we express no opinion with respect to the existence subject matter or absence of facts is qualified by the phrase “to my knowledge” it is intended to indicate that during the course of my representation of the US Borrower and of the Subsidiary Guarantors, as the case may be, no information has come to my attention, and, solely with respect to the opinion given in paragraph 3(b) below, no information has come to my attention after inquiry of those officers and employees of the US Borrower and the Subsidiary Guarantors who could reasonably be expected to have knowledge of the existence or absence of such facts, which would give me reason to question the accuracy of such factsassumptions or items relied upon. Except We understand that you have considered the applicability of fraudulent transfer laws to the transactions contemplated by the Credit Documents, as specifically noted in this paragraph, I have not undertaken any other independent review or investigation to determine the existence or absence of such facts. Without limiting the foregoing, for purposes of my opinion expressed in paragraph 2(b)(iii) and (iv) hereof, I have not made any independent review or investigation of any agreements or instruments to which the US Borrower or any Subsidiary Guarantor is a party or by which the US Borrower or any Subsidiary Guarantor is boundlaws we express no opinion, except that I and have reviewed or caused to be reviewed those agreements and instruments listed on Schedule 4 which have been deemed to be “material” by the US Borrower, the UK Borrower and any Subsidiary Guarantor (such agreements and other documents collectively referred to herein as the “Reviewed Agreements”)satisfied yourself with respect thereto. The standard of materiality used by the US Borrower and the Subsidiary Guarantors is those agreements and instruments which, if terminated or canceled for default, by acceleration or otherwise, could reasonably be expected to have or cause a Material Adverse Effect. Furthermore, for purposes of my opinion expressed in paragraph 5 hereof, I have made no Our examination of plaintiff or defendant indexes matters of law in any federal, state, or other court or any other tribunal to determine connection with the existence of any suits or proceedings pending or threatened against the US Borrower or any Subsidiary Guarantor. The opinions set forth expressed herein are has been limited to the federal laws of the United States, the laws of the State of GeorgiaOhio, the federal laws of the United States of America, the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware. I am admitted to practice law only in the State of Georgia and, in expressing my opinions herein as to the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act corporate laws of the State of Delaware, I and accordingly, no opinions expressed herein shall be deemed to cover any other laws. We have relied solely upon the published general compilations neither examined nor requested an examination of the applicable laws indices or records of any court or governmental or other agency, authority, instrumentality or entity, nor have we made inquiry of any person or entity, except as expressly set forth in this opinion letter. In addition, we have not independently verified or investigated the accuracy or completeness of any factual information and, because the scope of our examination did not include such statesverification, we assume no responsibility for the accuracy or completeness of any such information. As used herein, "to our knowledge" shall mean to the actual knowledge of the lawyers who have been actively involved in the negotiation of the Credit Documents and the lawyers in our firm who are the current primary contacts for the Borrower at the firm. Based upon the foregoing and subject to the foregoingqualifications, assumptions and subject to the qualifications set forth hereinlimitations contained in this opinion letter, I am we are of the opinion that: (a) Each of the US Borrower and each Subsidiary Guarantor listed on Schedule 1 attached hereto (the “Schedule 1 Subsidiary Guarantors”) is a corporation, limited liability company or limited partnership, as applicable, duly organized under the laws of the State of Georgia and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence issued by the Secretary of State of the State of Georgia (copies of which are attached hereto), each of the US Borrower and the Schedule 1 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Georgia relating to corporations, limited liability companies and limited partnerships, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Georgia. (b) Each of the Subsidiary Guarantors listed on Schedule 2 attached hereto (the “Schedule 2 Subsidiary Guarantors”) is a corporation or limited liability company, as applicable, duly organized under the laws of the State of Delaware and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Good Standing issued by the Secretary of State of the State of Delaware (copies of which are attached hereto), each of the Schedule 2 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Delaware relating to corporations and limited liability companies, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Delaware. (c) Each Subsidiary Guarantor listed on Schedule 3 attached hereto (the “Schedule 3 Subsidiary Guarantors”) is a validly existing corporation under the laws of its state of incorporation and has all corporate powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence or Status issued by the applicable governmental authority for such State (the “Authority”) (copies of which are attached hereto), each of the Schedule 3 Subsidiary Guarantors is existing and in compliance with the applicable corporate filing and annual registration provisions of each of their respective places of incorporation relating to corporations and has not filed articles of dissolution or a certificate of cancellation with its applicable Secretary of State. (a) The execution, delivery and performance by the US Borrower of the Loan Documents to which it is a party (i) are within the US Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene any provision of the charter or bylaws of the US Borrower. (b) The execution, delivery and performance by the US Borrower and the UK Borrower of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia by the US Borrower, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon the US Borrower, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of the US Borrower or the UK Borrower pursuant to the terms of any such Reviewed Agreement. (a) The execution, delivery and performance by each Subsidiary Guarantor of the Loan Documents to which it is a party (i) are within any such Subsidiary Guarantor's powers, (ii) have been duly authorized by all necessary organizational action, and (iii) do not contravene any provision of the charter or bylaws or other organizational documents, as applicable, of any Subsidiary Guarantor. (b) The execution, delivery and performance by each of the Subsidiary Guarantors of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon any such Subsidiary Guarantor, as the case may be, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of any such Subsidiary Guarantor, as the case may be, pursuant to the terms of any such Reviewed Agreement.

Appears in 1 contract

Samples: Credit Agreement (Fca of Ohio Inc)

The Subsidiary Guaranty. The foregoing documents are hereinafter sometimes collectively called (a) In order to induce the “Loan Documents.” In Banks and ----------------------- the capacity described above Issuing Bank to enter into this Agreement and except as noted to extend credit hereunder and in the following paragraph, I have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to my satisfaction, of such records and documents recognition of the US Borrower direct benefits to be received by the Subsidiary Guarantors from the proceeds of the Loans and the Subsidiary Guarantors, certificates of officers and representatives issuance of the US Borrower and Letters of Credit, the Subsidiary Guarantors, certificates of public officials Guarantors hereby jointly and such other documents severally agree with the Secured Creditors as I have deemed appropriate as a basis for the opinions hereinafter set forth. As to the factual matters forming a basis of my opinion, whenever an opinion with respect to the existence or absence of facts is qualified by the phrase “to my knowledge” it is intended to indicate that during the course of my representation of the US Borrower and follows: each of the Subsidiary GuarantorsGuarantors hereby unconditionally and irrevocably guarantees as primary obligors and not merely as sureties the full and prompt payment when due, as the case may be, no information has come to my attention, and, solely with respect to the opinion given in paragraph 3(b) below, no information has come to my attention after inquiry of those officers and employees of the US Borrower and the Subsidiary Guarantors who could reasonably be expected to have knowledge of the existence or absence of such facts, which would give me reason to question the accuracy of such facts. Except as specifically noted in this paragraph, I have not undertaken any other independent review or investigation to determine the existence or absence of such facts. Without limiting the foregoing, for purposes of my opinion expressed in paragraph 2(b)(iii) and (iv) hereof, I have not made any independent review or investigation of any agreements or instruments to which the US Borrower or any Subsidiary Guarantor is a party or by which the US Borrower or any Subsidiary Guarantor is bound, except that I have reviewed or caused to be reviewed those agreements and instruments listed on Schedule 4 which have been deemed to be “material” by the US Borrower, the UK Borrower and any Subsidiary Guarantor (such agreements and other documents collectively referred to herein as the “Reviewed Agreements”). The standard of materiality used by the US Borrower and the Subsidiary Guarantors is those agreements and instruments which, if terminated or canceled for defaultwhether upon maturity, by acceleration or otherwise, could reasonably be expected of any and all indebtedness of each other Credit Party to have the Banks, the Issuing Bank and the Agents under this Agreement and the other Credit Documents and under each Interest Rate Protection or cause Other Hedging Agreement entered into by a Material Adverse EffectBank with the Borrower. Furthermore, for purposes If any or all of my opinion expressed in paragraph 5 hereof, I have made no examination the indebtedness of plaintiff or defendant indexes in any federal, state, or other court or any other tribunal to determine the existence of any suits or proceedings pending or threatened against the US Borrower or any Subsidiary Guarantor. The opinions set forth herein are limited Credit Party to the laws of the State of GeorgiaBanks, the federal laws of Issuing Bank or the United States of America, the General Corporate Law of the States of Delaware, New York, Illinois Agents becomes due and Texas and the Limited Liability Company Act of the State of Delaware. I am admitted to practice law only in the State of Georgia and, in expressing my opinions herein as to the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware, I have relied solely upon the published general compilations of the applicable laws of payable hereunder or under such states. Based upon and subject to the foregoing, and subject to the qualifications set forth herein, I am of the opinion that: (a) Each of the US Borrower and each Subsidiary Guarantor listed on Schedule 1 attached hereto (the “Schedule 1 Subsidiary Guarantors”) is a corporation, limited liability company other Credit Documents or limited partnership, as applicable, duly organized under the laws of the State of Georgia and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence issued by the Secretary of State of the State of Georgia (copies of which are attached hereto)Interest Rate Protection or Other Hedging Agreements, each of the US Borrower and the Schedule 1 Subsidiary Guarantors is existing unconditionally promises to pay such indebtedness to the Secured Creditors, or to their order, on demand, together with any and all expenses which may be incurred by the Agents, the Issuing Bank or the Banks in compliance with the applicable filing and annual registration provisions collecting any of the laws indebtedness. The word "indebtedness" is used in this Section 14 in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of the State Credit Parties arising in connection with this Agreement or any other Credit Documents or under any Interest Rate Protection or Other Hedging Agreement with a Bank, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether any Credit Party may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of Georgia relating to corporations, limited liability companies and limited partnerships, as applicablelimitations, and has whether or not filed articles of dissolution such indebtedness may be or certificate of cancellation with the Secretary of State of Georgiahereafter become otherwise unenforceable. (b) Each of the Subsidiary Guarantors listed on Schedule 2 attached hereto (the “Schedule 2 Guarantors, and by its acceptance of this Subsidiary Guarantors”) is a corporation or limited liability company, as applicable, duly organized under the laws of the State of Delaware and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Good Standing issued by the Secretary of State of the State of Delaware (copies of which are attached hereto)Guaranty, each of the Schedule 2 Agents and each of the Secured Creditors, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty and the Obligations of each of the Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions hereunder not constitute a fraudulent transfer or conveyance for purposes of the laws Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law covering the protection of creditors' rights or the relief of debtors to the extent applicable to this Subsidiary Guaranty and the Obligations of each of the State Subsidiary Guarantors hereunder. To effectuate the foregoing intention, each of Delaware relating the Subsidiary Guarantors, each of the Agents and each of the Secured Creditors hereby irrevocably agrees that, solely with respect to corporations the indebtedness of each of the Subsidiary Guarantors under this Subsidiary Guaranty that results from or arise out of its guarantee under subsection (a) of this Section 14.01 of the indebtedness of each other Credit Party under or in respect of the Credit Documents, such indebtedness shall be limited to the maximum amount as will, after giving effect to such maximum amount and limited liability companies, as applicableall other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and has after giving effect to any collections from, any rights to receive contributions from, or payments made by or on behalf of, the Parent in respect of the indebtedness of the Parent under the Parent Guaranty and the other Subsidiary Guarantors in respect of the indebtedness of such other Subsidiary Guarantors under the Subsidiary Guaranty, result in the indebtedness of such Subsidiary Guarantor under this Subsidiary Guaranty not filed articles of dissolution constituting a fraudulent transfer or certificate of cancellation with the Secretary of State of Delawareconveyance. (c) Each Subsidiary Guarantor listed on Schedule 3 attached hereto (the “Schedule 3 Subsidiary Guarantors”) is a validly existing corporation under the laws of its state of incorporation and has all corporate powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence or Status issued by the applicable governmental authority for such State (the “Authority”) (copies of which are attached hereto), each of the Schedule 3 Subsidiary Guarantors is existing and in compliance with the applicable corporate filing and annual registration provisions of each of their respective places of incorporation relating to corporations and has not filed articles of dissolution or a certificate of cancellation with its applicable Secretary of State. (a) The execution, delivery and performance by the US Borrower of the Loan Documents to which it is a party (i) are within the US Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene any provision of the charter or bylaws of the US Borrower. (b) The execution, delivery and performance by the US Borrower and the UK Borrower of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia by the US Borrower, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon the US Borrower, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of the US Borrower or the UK Borrower pursuant to the terms of any such Reviewed Agreement. (a) The execution, delivery and performance by each Subsidiary Guarantor of the Loan Documents to which it is a party (i) are within any such Subsidiary Guarantor's powers, (ii) have been duly authorized by all necessary organizational action, and (iii) do not contravene any provision of the charter or bylaws or other organizational documents, as applicable, of any Subsidiary Guarantor. (b) The execution, delivery and performance by each of the Subsidiary Guarantors of hereby unconditionally and irrevocably agrees that, in the Loan Documents event any payment shall be required to which it is a party (i) require no action be made to the Secured Creditors under this Subsidiary Guaranty, the Parent Guaranty or any other guarantee, such Subsidiary Guarantor shall contribute, to the fullest extent permitted by applicable law, such amounts to the Parent under the Parent Guaranty and each Subsidiary Guarantor and each other guarantor as would maximize the aggregate amount paid to the Secured Creditors under or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon any such Subsidiary Guarantor, as the case may be, and (iv) except as provided in the Loan Credit Documents, do not result in the creation or imposition of any Lien on any asset of any such Subsidiary Guarantor, as the case may be, pursuant to the terms of any such Reviewed Agreement.

Appears in 1 contract

Samples: Credit Agreement (Scovill Holdings Inc)

The Subsidiary Guaranty. The foregoing documents are hereinafter sometimes collectively called Borrower Pledge Agreement; The Subsidiary Pledge Agreement dated the date hereof executed by Xxxxxxxx Xxxx Services, Inc. (“Services”) in favor of Administrative Agent (and together with the Borrower Pledge Agreement, the “Loan Documents.” In Pledge Agreements”); The Financing Statements describing the capacity described above Company and except Services as noted in the following paragraphDebtors and Administrative Agent as Secured Party, I have considered such matters copies of law and of fact, including the examination of originals or copies, certified or otherwise identified to my satisfaction, of such records and documents of the US Borrower and the Subsidiary Guarantors, certificates of officers and representatives of the US Borrower and the Subsidiary Guarantors, certificates of public officials and such other documents as I have deemed appropriate as a basis for the opinions hereinafter set forth. As to the factual matters forming a basis of my opinion, whenever an opinion with respect to the existence or absence of facts is qualified by the phrase “to my knowledge” it is intended to indicate that during the course of my representation of the US Borrower and of the Subsidiary Guarantors, as the case may be, no information has come to my attention, and, solely with respect to the opinion given in paragraph 3(b) below, no information has come to my attention after inquiry of those officers and employees of the US Borrower and the Subsidiary Guarantors who could reasonably be expected to have knowledge of the existence or absence of such facts, which would give me reason to question the accuracy of such facts. Except as specifically noted in this paragraph, I have not undertaken any other independent review or investigation to determine the existence or absence of such facts. Without limiting the foregoing, for purposes of my opinion expressed in paragraph 2(b)(iii) and (iv) hereof, I have not made any independent review or investigation of any agreements or instruments to which the US Borrower or any Subsidiary Guarantor is a party or by which the US Borrower or any Subsidiary Guarantor is bound, except that I have reviewed or caused to be reviewed those agreements and instruments listed on Schedule 4 which have been deemed delivered to be “material” by us in final form prior to the US BorrowerClosing Date; The Certificates of Incorporation of the Loan Parties, each as amended to date; The bylaws of the UK Borrower Loan Parties, each as amended to date; and any Subsidiary Guarantor (such agreements Copies of resolutions of the Boards of Directors of the Loan Parties relating to the Agreement and other Loan Documents and the transactions contemplated thereby. The documents collectively listed in clauses (A) through (D) above are referred to herein as the “Reviewed AgreementsTransaction Documents). The standard of materiality used by Additionally, in rendering the US Borrower opinions set forth below, we have reviewed such other records, certificates and documents as we have deemed appropriate for the Subsidiary Guarantors is those agreements and instruments which, if terminated or canceled for default, by acceleration or otherwise, could reasonably be expected to have or cause a Material Adverse Effect. Furthermore, for purposes of my opinion expressed in paragraph 5 hereofsuch opinions. As to any facts material to our opinions, I we have made no examination independent investigation of plaintiff or defendant indexes in any federalsuch facts and have relied, stateto the extent that we deem such reliance proper, upon statements of public officials and officers or other court or any other tribunal to determine representatives of the existence of any suits or proceedings pending or threatened against Company and on the US Borrower or any Subsidiary Guarantor. The opinions representations and warranties set forth herein are limited in the Transaction Documents. In rendering the opinions expressed below, we have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than of the officers of the Loan Parties with respect to the Transaction Documents), the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies, which assumptions we have not independently verified. In addition we have assumed that the Transaction Documents have been duly executed and delivered by each party thereto (other than the Loan Parties) and constitute valid, binding and enforceable obligations of such parties (other than the Loan Parties) and that the laws of any jurisdiction other than the State jurisdictions that are the subject of Georgia, this opinion letter do not affect the federal laws terms of the United States of America, the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware. I am admitted to practice law only in the State of Georgia and, in expressing my opinions herein as to the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware, I have relied solely upon the published general compilations of the applicable laws of such statesTransaction Documents. Based upon and subject to the foregoing, and subject to the qualifications assumptions, qualifications, exceptions and limitations set forth herein, I am of the it is our opinion that: (a) Each of the US Borrower and each Subsidiary Guarantor listed on Schedule 1 attached hereto (the “Schedule 1 Subsidiary Guarantors”) is a corporation, limited liability company or limited partnership, as applicable, duly organized under the laws of the State of Georgia and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence issued by the Secretary of State of the State of Georgia (copies of which are attached hereto), each of the US Borrower and the Schedule 1 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Georgia relating to corporations, limited liability companies and limited partnerships, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Georgia. (b) Each of the Subsidiary Guarantors listed on Schedule 2 attached hereto (the “Schedule 2 Subsidiary Guarantors”) is a corporation or limited liability company, as applicable, duly organized under the laws of the State of Delaware and has all powers required to carry on its business as now conducted. Based solely upon the Certificates of Good Standing issued by the Secretary of State of the State of Delaware (copies of which are attached hereto), each of the Schedule 2 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Delaware relating to corporations and limited liability companies, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Delaware. (c) Each Subsidiary Guarantor listed on Schedule 3 attached hereto (the “Schedule 3 Subsidiary Guarantors”) is a validly existing corporation under the laws of its state of incorporation and has all corporate powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence or Status issued by the applicable governmental authority for such State (the “Authority”) (copies of which are attached hereto), each of the Schedule 3 Subsidiary Guarantors is existing and in compliance with the applicable corporate filing and annual registration provisions of each of their respective places of incorporation relating to corporations and has not filed articles of dissolution or a certificate of cancellation with its applicable Secretary of State. (a) The execution, delivery and performance by the US Borrower of the Loan Documents to which it is a party (i) are within the US Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene any provision of the charter or bylaws of the US Borrower. (b) The execution, delivery and performance by the US Borrower and the UK Borrower of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia by the US Borrower, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon the US Borrower, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of the US Borrower or the UK Borrower pursuant to the terms of any such Reviewed Agreement. (a) The execution, delivery and performance by each Subsidiary Guarantor of the Loan Documents to which it is a party (i) are within any such Subsidiary Guarantor's powers, (ii) have been duly authorized by all necessary organizational action, and (iii) do not contravene any provision of the charter or bylaws or other organizational documents, as applicable, of any Subsidiary Guarantor. (b) The execution, delivery and performance by each of the Subsidiary Guarantors of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon any such Subsidiary Guarantor, as the case may be, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of any such Subsidiary Guarantor, as the case may be, pursuant to the terms of any such Reviewed Agreement.

Appears in 1 contract

Samples: Credit Agreement (Trammell Crow Co)

The Subsidiary Guaranty. The foregoing documents described in (a) through (c) above are hereinafter sometimes collectively called referred to herein as the "Loan Documents.” In the capacity described above and except as noted in the following paragraph, I ". We have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to my satisfaction, of such records and documents of the US Borrower and the Subsidiary Guarantors, certificates of officers and representatives of the US Borrower and the Subsidiary Guarantors, certificates of public officials and also examined such other corporate documents and records, and other certificates, opinions and instruments and have conducted such investigations as I we have deemed appropriate necessary as a basis for the opinions hereinafter set forthexpressed below. As to the factual matters forming a basis relevant to our opinions expressed below, we have, without independent investigation, relied upon certificates of my opinionpublic officials and upon public records, whenever an opinion with respect and have further assumed and relied upon, without independent investigation, the truth and accuracy of all factual representations and warranties of all parties to the existence or absence Loan Documents. We have assumed (i) all natural persons have legal capacity, (ii) the genuineness of facts is qualified by all signatures of all parties other than Borrower, (iii) the phrase “conformity to my knowledge” it is intended authentic original documents of all documents submitted to indicate us as copies and the authenticity of all documents submitted to us as originals, (iv) that during the course of my representation each of the US Borrower Guarantor Subsidiaries listed in Schedule 4.4 to the Loan Agreement (the "Guarantor Subsidiaries") is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and in each other jurisdiction where the conduct of its business or the ownership of its Properties makes qualification or registration to transact business necessary, (v) as to all parties other than the Borrower, the due authorization, execution and delivery of the Subsidiary GuarantorsLoan Documents, as (vi) the case may be, no information has come to my attention, and, solely with respect to the opinion given in paragraph 3(b) below, no information has come to my attention after inquiry of those officers validity and employees enforceability of the US Loan Documents against all parties thereto other than Borrower and the Subsidiary Guarantors who could reasonably be expected to have knowledge Guarantor Subsidiaries, (vii) that each of the existence Bank Parties has the requisite power and authority, has obtained all necessary consents, licenses and permits, has taken all necessary action and has complied with any and all applicable laws with which such Bank Party is required to comply, in each case relating to or absence affecting the matters and actions contemplated by the Loan Documents, (viii) that each of such factsthe Bank Parties (other than the Arranger) is a national bank, which would give me reason to question state bank or similar financial institution and is an exempt lender under Article XV of the accuracy of such facts. Except as specifically noted in this paragraph, I California Constitution or statutes enacted pursuant thereto and (ix) that the Loan Documents have not undertaken been modified, amended, terminated or revoked in any other independent review or investigation to determine respect, and remain in full force and effect as of the existence or absence date hereof. On the basis of such facts. Without limiting the foregoing, for purposes and relying thereon, and with the qualifications herein set forth, we are of my the opinion expressed in paragraph 2(b)(iii) and (iv) hereof, I have not made any independent review or investigation of any agreements or instruments to which the US that: 1. Borrower or any Subsidiary Guarantor is a party or by which the US Borrower or any Subsidiary Guarantor is boundcorporation duly incorporated, except that I have reviewed or caused to be reviewed those agreements validly existing and instruments listed on Schedule 4 which have been deemed to be “material” by the US Borrower, the UK Borrower and any Subsidiary Guarantor (such agreements and other documents collectively referred to herein as the “Reviewed Agreements”). The standard of materiality used by the US Borrower and the Subsidiary Guarantors is those agreements and instruments which, if terminated or canceled for default, by acceleration or otherwise, could reasonably be expected to have or cause a Material Adverse Effect. Furthermore, for purposes of my opinion expressed in paragraph 5 hereof, I have made no examination of plaintiff or defendant indexes in any federal, state, or other court or any other tribunal to determine the existence of any suits or proceedings pending or threatened against the US Borrower or any Subsidiary Guarantor. The opinions set forth herein are limited to the laws of the State of Georgia, the federal laws of the United States of America, good standing under the General Corporate Corporation Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware. I am admitted to practice law only in the State of Georgia and, in expressing my opinions herein as to the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware, I have relied solely upon and its certificate of incorporation does not limit the published general compilations term of the applicable laws of such statesits existence. 2. Based upon and subject to the foregoing, and subject to the qualifications set forth herein, I am of the opinion that: (a) Each of the US Borrower and each Subsidiary Guarantor listed on Schedule 1 attached hereto (the “Schedule 1 Subsidiary Guarantors”) is a corporation, limited liability company or limited partnership, as applicable, duly organized under the laws of the State of Georgia and has all powers required requisite corporate power and authority to carry on conduct its business as now conducted. Based solely upon the Certificates of Existence issued by the Secretary of State of the State of Georgia (copies of which are attached hereto)business, each of the US Borrower to own and the Schedule 1 Subsidiary Guarantors is existing lease its Properties and in compliance with the applicable filing to execute, deliver and annual registration provisions of the laws of the State of Georgia relating to corporations, limited liability companies and limited partnerships, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Georgia. (b) Each of the Subsidiary Guarantors listed on Schedule 2 attached hereto (the “Schedule 2 Subsidiary Guarantors”) is a corporation or limited liability company, as applicable, duly organized under the laws of the State of Delaware and has perform all powers required to carry on its business as now conducted. Based solely upon the Certificates of Good Standing issued by the Secretary of State of the State of Delaware (copies of which are attached hereto), each of the Schedule 2 Subsidiary Guarantors is existing and in compliance with the applicable filing and annual registration provisions of the laws of the State of Delaware relating to corporations and limited liability companies, as applicable, and has not filed articles of dissolution or certificate of cancellation with the Secretary of State of Delaware. (c) Each Subsidiary Guarantor listed on Schedule 3 attached hereto (the “Schedule 3 Subsidiary Guarantors”) is a validly existing corporation under the laws of its state of incorporation and has all corporate powers required to carry on its business as now conducted. Based solely upon the Certificates of Existence or Status issued by the applicable governmental authority for such State (the “Authority”) (copies of which are attached hereto), each of the Schedule 3 Subsidiary Guarantors is existing and in compliance with the applicable corporate filing and annual registration provisions of each of their respective places of incorporation relating to corporations and has not filed articles of dissolution or a certificate of cancellation with its applicable Secretary of State. (a) The execution, delivery and performance by the US Borrower of obligations under the Loan Documents to which it is a party (i) are within the US Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, and (iii) do not contravene any provision of the charter or bylaws of the US Borrowerparty. (b) The execution, delivery and performance by the US Borrower and the UK Borrower of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia by the US Borrower, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon the US Borrower, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of the US Borrower or the UK Borrower pursuant to the terms of any such Reviewed Agreement. (a) The execution, delivery and performance by each Subsidiary Guarantor of the Loan Documents to which it is a party (i) are within any such Subsidiary Guarantor's powers, (ii) have been duly authorized by all necessary organizational action, and (iii) do not contravene any provision of the charter or bylaws or other organizational documents, as applicable, of any Subsidiary Guarantor. (b) The execution, delivery and performance by each of the Subsidiary Guarantors of the Loan Documents to which it is a party (i) require no action by or in respect of, or filing with, any federal governmental body, agency or official of the United States of America (other than routine filings after the date hereof with the Securities and Exchange Commission) or any governmental body, agency or official of the State of Georgia, (ii) do not contravene, or constitute a default under, any provision of any of the Reviewed Agreements or any applicable federal law or regulation of the United States of America or applicable law or regulation of the State of Georgia, (iii) to my knowledge, do not contravene, or constitute a default under, any judgment, injunction, order or decree which is binding upon any such Subsidiary Guarantor, as the case may be, and (iv) except as provided in the Loan Documents, do not result in the creation or imposition of any Lien on any asset of any such Subsidiary Guarantor, as the case may be, pursuant to the terms of any such Reviewed Agreement.

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Samples: Bridge Loan Agreement (Kaufman & Broad Home Corp)