GENERAL WARRANTIES AND REPRESENTATIONS. The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:
GENERAL WARRANTIES AND REPRESENTATIONS. 6 6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents............6 6.2 Validity and Priority of Security Interest......................................................6 6.3
GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower warrants and represents to Agent and Lenders that:
(A) (i) ModusLink is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and its state issued organizational identification number is 2831732, (ii) SalesLink is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and its state issued organizational identification number is 2721217 and (iii) SalesLink Mexico is a corporation duly organized, existing and in good standing under the laws of the state of Delaware and its state issued organizational number is 3111152. Each Borrower is qualified or licensed as a foreign corporation to do business in all other states in which the laws thereof require such Borrower to be so qualified or licensed except where a lack of such qualification or licensing will not have a Material Adverse Effect on the business, operations or financial condition of such Borrower;
(B) Such Borrower has not used, during the five (5) year period preceding the date of this Agreement, and on the date hereof does not intend to use, any other corporate or fictitious name, except as disclosed in Schedule 6.1(B);
(C) Such Borrower has the right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and the Ancillary Agreements;
(D) The execution, delivery and performance by such Borrower of this Agreement and the Ancillary Agreements shall not, by its execution or performance, the lapse of time, the giving of notice or otherwise, constitute a violation of any applicable law, rule, regulation, judgment, order or decree applicable to such Borrower or its assets or constitute a breach of any provision contained in such Borrower’s charter or by-laws or contained in any material agreement, instrument, indenture or other document to which such Borrower is now a party or by which it or any of its property is bound;
(E) Such Borrower’s use of the proceeds of any advances made by each Lender hereunder are, and will continue to be, legal and proper corporate uses (duly authorized by its board of directors, in accordance with any applicable law, rule or regulation) and such uses are consistent with all applicable laws, rules and regulations, as in effect as of the date hereof;
(F) Such Borrower has, and is current and in good standing with respect to, all material governmental approvals, permits, certificates, inspection...
GENERAL WARRANTIES AND REPRESENTATIONS. Holdings and the Borrower each warrants and represents to the Agent and the Lenders on the Closing Date and on the date of each Borrowing that:
GENERAL WARRANTIES AND REPRESENTATIONS. Borrower warrants and represents to Lender that except as hereafter disclosed to and accepted by Lender in writing:
6.1 AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN DOCUMENTS. Borrower and each of its Restricted Subsidiaries has the corporate power and authority to execute, deliver and perform this Agreement and the other Loan Documents to which it is a party, to incur the Obligations, and to grant to Lender Liens upon and security interests in the Collateral. Borrower and each of its Restricted Subsidiaries have taken all necessary action (including obtaining approval of its stockholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the other Loan Documents to which the Borrower or any of its Subsidiaries is a party have been duly executed and delivered by Borrower and such Subsidiaries, and constitute the legal, valid and binding obligations of Borrower and such Subsidiaries to the extent a party thereto, enforceable against it in accordance with their respective terms (subject to equitable principles and the effect of bankruptcy laws). Borrower's and each of its Restricted Subsidiaries' execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or (other than pursuant to the Loan Documents) result in the imposition of any Lien upon the property of Borrower or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which Borrower or any of Borrower's Subsidiaries is a party or which is binding upon any of Borrower or Borrower's Subsidiaries or any of their property, (b) any Requirement of Law applicable to Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement or other constitutive and organizational documents, as applicable, of Borrower or any of its Subsidiaries.
GENERAL WARRANTIES AND REPRESENTATIONS. Authorization, Validity, and Enforceability of this Agreement and the Loan Documents 100 7.2 Validity and Priority of Security Interest 100 7.3 Organization and Qualification 101 7.4 Subsidiaries; Stock 101 7.5 Financial Statements 102 7.6 Solvency 102 7.7 Property 102 7.8 Intellectual Property 102 7.9 Litigation 102 7.10 Labor Disputes 102 7.11 Environmental Laws 103 7.12 No Violation of Law 103 7.13 No Default 103 7.14 ERISA Compliance 103 7.15 Taxes 104 7.16 Investment Company Act 104 7.17 Use of Proceeds 104 7.18 Margin Regulations 104 7.19 No Material Adverse Change 104 7.20 Full Disclosure 104 7.21 Government Authorization 105 7.22 Anti-Terrorism Laws 105 7.23 FCPA 105 7.24 Sanctioned Persons 105 7.25 Designation of Senior Debt 106 7.26 Insurance 106 8.1 Taxes 106 8.2 Legal Existence and Good Standing 106 8.3 Compliance with Law; Maintenance of Licenses 107 8.4 Maintenance of Property, Inspection 107 8.5 Insurance 108 8.6 Environmental Laws 108 8.7 Compliance with ERISA 109 8.8 Dispositions 109 8.9 Mergers, Consolidations, etc 109 8.10 Distributions 110 8.11 Investments 113 8.12 Debt 113 8.13 Prepayments of Debt 117 8.14 Transactions with Affiliates 118 8.15 Business Conducted 120 8.16 Liens 120 8.17 Restrictive Agreements 120 8.18 Restrictions on FTS Acquisition Transactions 122 8.19 Fiscal Year; Accounting 123 8.20 Financial Covenants 123 8.21 Information Regarding Collateral 124 8.22 Ratings 124 8.23 Additional Obligors; Covenant to Give Security 124 8.24 Use of Proceeds 126 8.25 Further Assurances 126 8.26 Designation of Subsidiaries 126 8.27 Passive Holding Company; Etc 128 8.28 Amendments to Certain Documents 130 8.29 Certain Post-Closing Obligations 130
GENERAL WARRANTIES AND REPRESENTATIONS. Each Borrower warrants and represents to Agent and Lenders that except as hereafter disclosed to and accepted by Agent and the Majority Lenders in writing: AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. Each Borrower has the power and authority to execute, deliver and perform this Agreement and the other Loan Documents, to which it is a party, to incur the Obligations, and to grant to Agent Liens upon and security interests in the Collateral. Each Borrower has taken all necessary action (including without limitation, obtaining approval of its equityholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents, to which it is a party. No consent, approval, or authorization of, or declaration or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with such Borrower's execution, delivery and performance of this Agreement or any of the other Loan Documents to which it is a party, except for those already duly obtained or made. This Agreement and the other Loan Documents to which such Borrower is a party have been duly executed and delivered by such Borrower, and constitute the legal, valid and binding obligations of such Borrower, enforceable against it in accordance with their respective terms without defense, setoff or counterclaim. Each Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien (other than in favor of Agent) upon the property of such Borrower or any of its Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or instrument to which such Borrower or any Subsidiary is a party or which is binding upon it, (b) any Requirement of Law applicable to such Borrower or any of its Subsidiaries, or (c) the certificate or articles of incorporation or by-laws or other organizational documents of such Borrower or any of its Subsidiaries.
GENERAL WARRANTIES AND REPRESENTATIONS. Holdings, each Borrower and each Guarantor warrants and represents to the Agent and the Lenders that:
GENERAL WARRANTIES AND REPRESENTATIONS. The Borrower continuously warrants and represents to the Lender, at all times during the term of this Agreement and until all Obligations have been satisfied, that, except as hereafter disclosed to and accepted by the Lender in writing:
GENERAL WARRANTIES AND REPRESENTATIONS. Each Loan Party warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent:
