01Representations and Warranties. Each Assignor hereby represents and warrants to the Collateral Agent for the benefit of the Secured Parties, that (i) with respect to each Assignor on the date hereof, on and as of the date hereof and (ii) with respect to each additional Assignor, on the date such additional Assignor becomes an Assignor hereunder pursuant to Section 8.06: (a) Schedule 1 sets forth the exact legal name, the type of organization, the jurisdiction of organization, the organizational identification number (if any) and the location of the chief executive office of each Assignor as of the date hereof. (b) Schedule 2 sets forth each Pledged Charter entered into in connection with the Vessel. (c) it is the legal and beneficial owner of, and has good and marketable title to, all Collateral pledged by such Assignor hereunder and that it has sufficient interest in all Collateral pledged by such Assignor hereunder in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, adverse claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement and Permitted Liens); (d) it has the company, corporate, limited partnership or limited liability company power and authority, as the case may be, to pledge all the Collateral pledged by it pursuant to this Agreement; (e) this Agreement has been duly authorized, executed and delivered by such Assignor and constitutes a legal, valid and binding obligation of such Assignor enforceable against such Assignor in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (f) except to the extent already obtained or made, or, in the case of any filings or recordings of the Security Documents (other than the Collateral Vessel Mortgages) executed on or before the Closing Date, no consent of any other party (including, without limitation, any stockholder, partner, member or creditor of such Assignor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Assignor in connection with (i) the execution, delivery or performance by such Assignor of this Agreement, (ii) the legality, validity, binding effect or enforceability of this Agreement, (iii) the perfection or enforceability of the Assignee’s security interest in the Collateral pledged by such Assignor hereunder or (iv) the exercise by the Assignee of any of its rights or remedies provided herein; (g) the execution, delivery and performance of this Agreement will not violate any material provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, U.S. or non-U.S., applicable to such Assignor, or of the Organizational Documents of such Assignor, as applicable, or of any securities issued by such Assignor or any of its Subsidiaries, or of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Assignor or any of its Subsidiaries is a party or which purports to be binding upon such Assignor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the material assets of such Assignor or any of its Subsidiaries which are Loan Parties, except as contemplated by this Agreement or the Credit Agreement.
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Sources: Revolving Credit Agreement (International Seaways, Inc.)
01Representations and Warranties. Each Assignor hereby represents and warrants to the Collateral Agent for the benefit of the Secured PartiesThe Borrower, that AROP (i) solely with respect to itself) and each Assignor on the date hereof, on and as of the date hereof and other Additional Alliance Entity (ii) solely with respect to each additional Assignor, on the date such additional Assignor becomes an Assignor hereunder pursuant to Section 8.06itself) represent and warrant as follows:
(a) Schedule 1 sets forth the exact legal nameEach Loan Party, the type of organization, the jurisdiction of organization, the organizational identification number (if any) and the location each of the chief executive office Borrower’s Subsidiaries, each Receivables Financing Subsidiary and each managing general partner or managing member of each Assignor as of the date hereof.
Loan Party (bi) Schedule 2 sets forth each Pledged Charter entered into in connection with the Vessel.
(c) it is the legal and beneficial owner of, and has good and marketable title to, all Collateral pledged by such Assignor hereunder and that it has sufficient interest in all Collateral pledged by such Assignor hereunder in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, adverse claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement and Permitted Liens);
(d) it has the company, corporatecorporation, limited partnership or partnership, limited liability company power and authorityor other entity, as the case may be, to pledge all duly organized or formed, validly existing and in good standing or validly subsisting under the Collateral pledged by it pursuant to this Agreement;
laws of the jurisdiction of its organization or formation, (eii) this Agreement has been is duly authorizedqualified and in good standing as a foreign corporation, executed and delivered by such Assignor and constitutes a legallimited partnership, valid and binding obligation of such Assignor enforceable against such Assignor in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium liability company or other similar laws generally affecting creditors’ rights entity in each other jurisdiction in which its ownership or leasing of property or in which the conduct of its business requires it to so qualify or be licensed, and by equitable principles (regardless of whether enforcement is sought in equity iii) has all requisite corporate, limited liability company, partnership or at law);
(f) except to the extent already obtained or made, or, in the case of any filings or recordings of the Security Documents (other than the Collateral Vessel Mortgages) executed on or before the Closing Date, no consent of any other party power and authority (including, without limitation, any stockholderall material Governmental Authorizations other than such Governmental Authorizations that are being obtained in the ordinary course of business or, partnerthat if not obtained, member is not reasonably likely to result in a Material Adverse Effect) to own or creditor lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding Capital Stock in the Borrower has been validly issued, fully paid (to the extent required by such Assignor or any Borrower’s operating agreement) and non-assessable (except as such non-assessability may be affected by section 18-607 of the Delaware Limited Liability Company Act) and are owned by the Persons in the amounts specified on the applicable portion of Schedule 4.01(a) hereto free and clear of all Liens (other than Liens created pursuant to the Collateral Documents).
(b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of each Receivables Financing Subsidiary as of the date hereof and all Subsidiaries of the Borrower as of the date hereof, showing as of the date hereof (as to each such Subsidiary), the jurisdiction of its Subsidiariesorganization, the number of shares of each class of its Capital Stock authorized, and the number outstanding, on the date hereof and the percentage of each such Credit Agreement class of its Capital Stock owned (directly or indirectly) by the Borrower or another Subsidiary and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Capital Stock in the Borrower’s Subsidiaries has been validly issued, is fully paid (to the extent required by such Subsidiary’s operating agreement, in the case of a limited liability company) and no consentnon-assessable (except as such non-assessability may be affected by section 18-607 of the Delaware Limited Liability Company Act, license, permit, approval or authorization of, exemption by, notice or report toin the case of a limited liability company that is organized under the Delaware Limited Liability Company Act, or registration, filing or declaration with, any governmental authority is required to be obtained by such Assignor in connection with (i) the execution, delivery or performance by such Assignor of this Agreement, (ii) the legality, validity, binding effect or enforceability of this Agreement, (iii) the perfection or enforceability section 275.230 of the Assignee’s security interest Kentucky Limited Liability Company Act, in the Collateral pledged case of a limited liability company that is organized under the Kentucky Limited Liability Company Act) and are owned by such Assignor hereunder Borrower or (iv) the exercise by the Assignee of any one or more of its rights or remedies provided herein;Subsidiaries free and clear of all Liens (other than Liens created pursuant to the Collateral Documents).
(gc) the The execution, delivery and performance by each Loan Party of this Agreement will each Loan Document to which it is or is to be a party, and the consummation of the Transaction by each Loan Party to the extent applicable to it, are within such Loan Party’s or such Loan Party’s managing general partner’s or managing member’s corporate, partnership or limited liability company powers, have been duly authorized by all necessary action by or on behalf of such Loan Party (including, without limitation, all necessary partner, managing member or other similar action), and do not (i) contravene such Loan Party’s or such Loan Party’s managing general partner’s or managing member’s Constitutive Documents, (ii) violate any material provision law, rule, regulation (including, without limitation, Regulations T, U and X of any applicable law or regulation or the Board of any Governors of the Federal Reserve System), order, writ, judgment, writinjunction, award decree, determination or decree of any courtaward, arbitrator (iii) conflict with or governmental authority, U.S. or non-U.S., applicable to such Assignorresult in the breach of, or of the Organizational Documents of such Assignorconstitute a default or require any payment to be made under, as applicableany contract, or of any securities issued by such Assignor or any of its Subsidiariesloan agreement, or of any indenture, mortgage, deed of trust, indenture, lease, loan agreement, credit agreement lease or other material contractinstrument binding on or affecting any Loan Party, agreement or instrument or undertaking to which such Assignor any of the Borrower’s Subsidiaries or any of its Subsidiaries is a party their properties, except where such conflict, breach, default or which purports payment would not reasonably be expected to be binding upon such Assignor or any of its Subsidiaries or upon any of their respective material assets and will not result in a Material Adverse Effect, or (iv) except for the Liens created or permitted under the Loan Documents, result in or require the creation or imposition of (any Lien upon or the obligation with respect to create or impose) any lien or encumbrance on any of the material assets properties of such Assignor any Loan Party or any of the Borrower’s Subsidiaries. Neither any Loan Party nor any of the Borrower’s Subsidiaries are in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which would be reasonably likely to have a Material Adverse Effect.
(d) No Governmental Authorization, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by or on behalf of any Loan Party or any general partner or managing member of any Loan Party of any Loan Document to which it is or is to be a party, or for the consummation of the Transaction applicable to it, (ii) the exercise by the Administrative Agent, the Collateral Agent, or any Lender of its Subsidiaries which are rights under the Loan PartiesDocuments, except as contemplated by this for the authorizations, approvals, actions, notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect (other than those the failure to obtain which would not individually or collectively be reasonably likely to have a Material Adverse Effect), Credit Agreement or the Credit Agreement.
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01Representations and Warranties. Each Assignor hereby of the Borrowers hereby, jointly and severally, represents and warrants to the Collateral Agent for the benefit warrants, as of the Secured Parties, that (i) with respect to each Assignor on the date hereof, on the Effective Date and as of the date hereof and (ii) with respect to of each additional AssignorBorrowing, on the date such additional Assignor becomes an Assignor hereunder pursuant to Section 8.06that:
(a) Schedule 1 sets forth It is duly organized under the exact legal name, the type of organization, the jurisdiction of organization, the organizational identification number (if any) and the location laws of the chief executive office of each Assignor as of the date hereof.United Mexican States.
(b) Schedule 2 sets forth The performance of the Loan Documents, the consummation of the transactions contemplated therein and compliance by each Pledged Charter entered Borrower with its obligations thereunder have been duly authorized by it and it has duly executed the Loan Documents. The Persons executing this Agreement on behalf of each Borrower have all powers of attorney and sufficient authority, as well as the necessary corporate authorizations to enter into this Agreement on its behalf and to bind it under the terms and conditions stipulated in connection the same, and the aforesaid powers of attorney, authority and corporate authorizations have not been revoked or limited in any way that may affect this representation, except that the permitted use of proceeds may be limited pursuant to the applicable authorizing resolutions from time to time. The execution, delivery and performance of the Loan Documents is consistent with its corporate purpose, is duly authorized by all necessary corporate action and does not (i) violate its bylaws in effect on the Vesseldate of this Agreement, (ii) violate any applicable Mexican federal law in force on the date of this Agreement; (iii) violate any contracts of any Borrower; or (iv) result in the imposition of any Lien on any of its properties, and which violation in the cases of clauses (ii), (iii) and (iv) would reasonably be expected to have a Material Adverse Effect.
(c) it is the legal It possesses such permits, licenses, approvals, consents and beneficial owner ofother authorizations (collectively, “Governmental Licenses”) and has good and marketable title no approval, consent, exemption, authorization, or other action by, or notice to, all Collateral pledged by such Assignor hereunder and that it has sufficient interest in all Collateral pledged by such Assignor hereunder in which a security interest or filing with, any other Person (collectively, “Other Consents”) is purported required to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, adverse claim or other encumbrance whatsoevercarry out the Transactions, except (x) where such Governmental License or Other Consent has been obtained or (y) where the liens and security interests created by this Agreement and Permitted Liens);failure to have such Governmental Licenses or Other Consents would not reasonably be expected to have a Material Adverse Effect.
(d) it has the companyThere is no action, corporatesuit, limited partnership or limited liability company power and authority, as the case may beproceeding of any nature that is now pending or, to pledge all the Collateral pledged by it pursuant best of such ▇▇▇▇▇▇▇▇’▇ knowledge, threatened against such Borrower before any Governmental Authority that would reasonably be expected to this Agreement;have a Material Adverse Effect.
(e) Since December 31, 2022, there has been no event that has had a Material Adverse Effect.
(f) The audited consolidated financial statements for the year ending December 31, 2022 of the Parent Borrower and its Subsidiaries and audited unconsolidated financial statements for the year ending December 31, 2022 of the Subsidiary Co-Borrowers as well as the most recent publicly available unaudited condensed consolidated quarterly financial statements of the Parent Borrower and its Subsidiaries and unaudited unconsolidated quarterly financial statements of the Subsidiary Co-Borrowers were prepared in accordance with IFRS. The aforementioned financial statements (i) are complete and (ii) fairly present and accurately describe the financial condition of the Parent Borrower and its Subsidiaries and each of the Subsidiary Co-Borrowers on the dates indicated, in each case in all material respects, subject, in the case of the unaudited financial statements, to changes resulting from normal year end audit adjustments and the absence of footnotes.
(g) All material written information (considered as a whole), provided by each Borrower, or on its behalf, relating to this Agreement has been duly authorizedor the transactions contemplated hereunder, is complete and accurate in all material respects on the date indicated in such statements, and does not omit to state a material fact necessary in order to make the statements contained herein or therein (considered as a whole) not misleading.
(h) Each of the Loan Documents to which each Borrower is a party, when executed and delivered by such Assignor and constitutes each Borrower, will constitute a legal, valid and binding obligation of such Assignor Borrower, enforceable against such Assignor Borrower in accordance with its respective terms, except to as the extent that the enforceability hereof enforcement thereof may be limited by applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium moratorium, suspension of payments, concurso mercantil as described in the Ley de Concursos Mercantiles of Mexico, or other similar laws generally of the U.S. or Mexico affecting the enforcement of creditors’ rights generally and by equitable except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law);.
(fi) except to None of the extent already obtained or made, or, Borrowers is in the case violation of any filings applicable laws, statutes, ordinances, rules or recordings regulations of any applicable jurisdiction, including all applicable tax laws, labor laws, environmental laws and margin regulations, except where such violation would not reasonably be expected to have a Material Adverse Effect.
(j) None of the Security Documents (other than the Collateral Vessel Mortgages) executed on or before the Closing Date, no consent of any other party (including, without limitation, any stockholder, partner, member or creditor of such Assignor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority Borrowers is required to be obtained by such Assignor in connection with register as an “investment company” under the U.S. Investment Company Act of 1940, as amended.
(ik) the execution, delivery or performance by such Assignor of this Agreement, (ii) the legality, validity, binding effect or enforceability of this Agreement, (iii) the perfection or enforceability None of the AssigneeBorrowers will use any part of the proceeds of the Loans in violation of Regulation T, U or X of the U.S. Federal Reserve Board.
(l) There is no pending or to each of the Borrower’s security interest knowledge any imminently threatened strike or labor dispute against such Borrower or the Significant Subsidiaries, except for any strike or labor dispute that would not reasonably be expected to have, individually or in the Collateral pledged by such Assignor hereunder or (iv) aggregate, a Material Adverse Effect. Each Borrower is in compliance with all applicable Anti-Money Laundering Laws, Anti-Corruption Laws, Sanctions and the exercise by Patriot Act except where the Assignee failure to do so would not reasonably be expected have a relevant and significant material adverse effect on the main business and financial condition of each Borrower and/or the Significant Subsidiaries taken as a whole. None of the Borrowers are currently the subject of any Sanctions, nor is such Borrower located, organized, or resident in a jurisdiction that is itself the subject of its rights any Sanctions (as of the date hereof, the region of Crimea, the so-called Donetsk People’s Republic and the so-called Luhansk People’s republic regions of Ukraine, Cuba, Iran, North Korea and Syria). The Parent Borrower has instituted guidelines, policies or remedies provided herein;procedures which are applicable to the Parent Borrower, the Subsidiary Co-Borrowers and the Significant Subsidiaries and that are reasonably designed, maintained and implemented to ensure continued compliance with applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws.
(gm) the execution, delivery and performance of this Agreement will not violate any material provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, U.S. or non-U.S., applicable to such Assignor, or of the Organizational Documents of such Assignor, as applicable, or of any securities issued by such Assignor or any of its Subsidiaries, or of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Assignor or any of its Subsidiaries is a party or which purports to be binding upon such Assignor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the material assets of such Assignor or any of its Subsidiaries which are Loan Parties, except as contemplated The obligations evidenced by this Agreement and the other Loan Documents to which it is a party, are and will at all times be direct and unconditional general obligations of each Borrower and rank and will at all times rank in right of payment and otherwise at least equal with all other senior unsecured Indebtedness of such Borrower, if any, whether now existing or the Credit Agreementhereafter outstanding.
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