GENERAL WARRANTIES AND REPRESENTATIONS Sample Clauses
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GENERAL WARRANTIES AND REPRESENTATIONS. Borrowers, jointly and severally, warrant and represent to each Lender that:
(A) Borrowers and each of their respective Subsidiaries are corporations duly organized and validly existing and in good standing under the laws of the state of Delaware and are qualified or licensed as a foreign corporation to do business in any state where the failure to be so qualified or licensed could reasonably be expected to have a Material Adverse Effect;
(B) Borrowers have the right and power and are duly authorized and empowered to enter into, execute, deliver and perform this Agreement and the Ancillary Agreements and this Agreement and the Ancillary Agreements when duly executed and delivered will be legal, valid and binding obligations of Borrowers enforceable in accordance with their terms except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or the application of general equitable principles;
(C) The execution, delivery and performance by Borrowers of this Agreement and the Ancillary Agreements shall not, by their execution or performance, the passing of time, the giving of notice or otherwise, constitute a violation of any applicable law, rule, regulation, judgment, order or decree applicable to or enforceable against Borrowers or a breach of any provision contained in Borrowers' certificate of incorporation or bylaws or contained in any material agreement, instrument, indenture or other document to which Borrowers are now a party or by which it or any of their property is bound;
(D) Borrowers' use of the proceeds of any advances made by such Lender 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;
(E) Borrowers and each of their respective Subsidiaries upon Closing and upon the consummation of the transactions contemplated by the WorldCom Acquisition has (i) capital sufficient to carry on its business and transactions and all businesses and transactions in which it is about to engage and is solvent and able to pay its debts as they mature and Borrowers and each of their respective Subsidiaries own property, the fair saleable value of which is greater than the amount required to pay Borrowers' or such other Person's debts and (ii) good, ...
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 the Agent and the Lenders as follows:
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. 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. Holdings, each Borrower and each Guarantor warrants and represents to the Agent and the Lenders that:
GENERAL WARRANTIES AND REPRESENTATIONS. Each Loan Party warrants and represents to the Administrative Agent and the Lenders that except as hereafter disclosed to and accepted by the Administrative Agent and the Majority Lenders in writing:
6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Such Loan Party 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 the Administrative Agent Liens upon and security interests in the Collateral in which it has an interest. Such Loan Party has taken all necessary action (including obtaining approval of its stockholders or other equityholders 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 it is a party have been duly executed and delivered by such Loan Party, and constitute the legal, valid and binding obligations of such Loan Party, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Such Loan Party'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 result in the imposition of any Lien upon the property of such Loan Party or any of its Subsidiaries, by reason of, the terms of (a) any contract, mortgage, lease, agreement, indenture or instrument to which such Loan Party or any of its Subsidiaries is a party or which is binding upon it or any of its Subsidiaries (it being understood that (x) in the case of any Liens in favor of the Administrative Agent granted by a Loan Party that is an obligor or guarantor of the Senior Secured Notes, there is a requirement under the Senior Secured Note Indenture that such Loan Party ▇▇▇▇▇ ▇ ▇▇▇▇ (that is subordinated to the Agent's Lien) in favor of the
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. 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