Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 6 contracts
Sources: Senior Secured Revolving Credit Agreement (Viper Energy Partners LP), Senior Secured Revolving Credit Agreement (Viper Energy Partners LP), Senior Secured Revolving Credit Agreement (Viper Energy Partners LP)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Loan Party hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein; and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited stated to relate solely to an earlier date, in which case case, such representations and warranties shall be have been true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true on and correct in all respects) as of such specified earlier date; and
date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 6 contracts
Sources: Fifth Amended and Restated Credit Agreement (Superior Energy Services Inc), Credit Agreement (Superior Energy Services Inc), Credit Agreement (Superior Energy Services Inc)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Obligor hereby (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and hereby; (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fourth Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects)correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fourth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fourth Amendment.
Appears in 4 contracts
Sources: Credit Agreement (Legacy Reserves Inc.), Credit Agreement (Legacy Reserves Lp), Credit Agreement (Legacy Reserves Lp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the The Canadian Borrower hereby (a) acknowledges the terms of this Agreement; (b) ratifies and affirms (i) its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (bii) that the Liens created by the Loan Documents to which it is a party are valid, continuing and enforceable and secure the Secured Indebtedness in accordance with the terms thereof; and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect except with respect to Section 7.04(b) (with respect to information disclosed by the Canadian Borrower to the terms of this Amendment:
(iAgent prior to the Effective Date) all of and Section 7.18, the representations and warranties contained in each the Loan Document Documents to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true on and correct in all respects)as of the Effective Date, except that to the extent any such representations and warranties are (x) expressly limited to an earlier date, in which case case, on the Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier date and (y) qualified by materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or respects. This Agreement is a similar qualification, true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuingLoan Document.
Appears in 4 contracts
Sources: Forbearance Agreement (Quicksilver Resources Inc), Forbearance Agreement (Quicksilver Resources Inc), Forbearance Agreement (Quicksilver Resources Inc)
Ratification and Affirmation; Representations and Warranties. Each of The Borrower does hereby adopt, ratify, and confirm the Parent Guarantor Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) ratifies acknowledges, renews and affirms its obligations under, and acknowledges extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby and (b) represents and warrants to the Lenders that that: (i) as of the date hereof, after giving effect to the terms of this Amendment:
(i) , all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, except for such representations and warranties that have a materiality or Material Adverse Effect or a similar qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, except for such representations and warranties that have a materiality or Material Adverse Effect or a similar qualification, which shall be true and correct in all respects) as of such specified earlier date; and
date and (ii) (A) as of the date hereof, no Default or Event of Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default will have occurred and be continuing.
Appears in 4 contracts
Sources: Credit Agreement (Mitcham Industries Inc), Credit Agreement (Mitcham Industries Inc), Credit Agreement (Mitcham Industries Inc)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and;
(ii) no Default or Event of Default has occurred and is continuing; and
(iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Sources: Senior Secured Revolving Credit Agreement (Viper Energy Partners LP), Senior Secured Revolving Credit Agreement (Viper Energy Partners LP), Senior Secured Revolving Credit Agreement (Viper Energy Partners LP)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor Guarantors and the Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and;
(ii) no Default or Event of Default has occurred and is continuing; and
(iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement (Rattler Midstream Lp), Credit Agreement (Diamondback Energy, Inc.), Credit Agreement (Rattler Midstream Lp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Borrower and each Guarantor and hereby:
(i) acknowledges the Borrower hereby terms of this Amendment,
(aii) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and hereby, and
(biii) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment:
(i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except that (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case as of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall warranty continues to be true and correct in all material respects as of such specified earlier date and (or, if already B) to the extent that any such representation and warranty is qualified by materiality, Material Adverse Effect or a similar qualification, such representation and warranty (as so qualified) is true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 3 contracts
Sources: Credit Agreement (Montage Resources Corp), Credit Agreement (Montage Resources Corp), Credit Agreement (Montage Resources Corp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Borrower and each Guarantor and hereby:
(i) acknowledges the Borrower hereby terms of this Amendment,
(aii) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and hereby, and
(biii) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment:
(i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case as of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall warranty continues to be true and correct in all material respects as of such specified earlier date and (or, if already ii) to the extent that any such representation and warranty is qualified by materiality, Material Adverse Effect or a similar qualification, such representation and warranty (as so qualified) is true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 3 contracts
Sources: Credit Agreement (Eclipse Resources Corp), Credit Agreement (Eclipse Resources Corp), Credit Agreement (Eclipse Resources Corp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Obligor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) since December 31, 2004, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement (Plains Exploration & Production Co), Senior Revolving Credit Agreement (Petrohawk Energy Corp), Second Lien Term Loan Agreement (Petrohawk Energy Corp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Loan Party hereby (a) acknowledges the terms of this Waiver; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein; and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
Waiver: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited stated to relate solely to an earlier date, in which case case, such representations and warranties shall be have been true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true on and correct in all respects) as of such specified earlier date; and
date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 2 contracts
Sources: Waiver to Credit Agreement (Superior Energy Services Inc), Waiver to Credit Agreement (Superior Energy Services Inc)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Borrower and each Guarantor and the Borrower hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby or modified hereby, notwithstanding the amendments and modifications contained herein and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects)correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) since November 17, 2005, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Event.
Appears in 2 contracts
Sources: Second Lien Term Loan Agreement (Goodrich Petroleum Corp), Credit Agreement (Goodrich Petroleum Corp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the The Borrower hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects)correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Second Lien Term Loan Agreement (Petro Resources Corp), Credit Agreement (Petro Resources Corp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor Guarantors and the Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and;
(ii) no Default or Event of Default has occurred and is continuing; and
(iii) no event or events have occurred that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Rattler Midstream Lp), Credit Agreement (Rattler Midstream Lp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor Borrower and the Borrower Guarantor hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects)correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Resaca Exploitation, Inc.), Credit Agreement (Resaca Exploitation, Inc.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the The Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (orexcept those which have a materiality qualifier, if already qualified by materiality, Material Adverse Effect or a similar qualification, which shall be true and correct in all respectsas so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and;
(ii) no Default or Event of Default has occurred and is continuing; and
(iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Linn Energy, LLC)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the The Borrower hereby (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby hereby; (c) agrees that from and after the Fourth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fourth Amendment; and (bd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fourth Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event, development or circumstance has occurred which individually or in the aggregate has resulted in, or could reasonably be expected to have, a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (New Source Energy Partners L.P.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby hereby, and (bii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Obligations in accordance with the terms thereof, after giving effect to this Fifth Amendment; and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Fifth Amendment:
(i) all of the representations and warranties of the Borrower and the Guarantors contained in each the Loan Document to which it is a party Documents are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; , and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Carrizo Oil & Gas Inc)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the The Borrower hereby hereby: (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, after giving effect to the amendments contained herein; (c) agrees that from and after the Effective Date each reference to the Credit Agreement and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (bd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (orrespects, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 2 contracts
Sources: Credit Agreement (Anadarko Petroleum Corp), 364 Day Revolving Credit Agreement (Anadarko Petroleum Corp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor Guarantors and the Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and,
(ii) no Default or Event of Default has occurred and is continuing, and
(iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Diamondback Energy, Inc.), Credit Agreement (Diamondback Energy, Inc.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Borrower and each Guarantor and hereby:
i. acknowledges the Borrower hereby (a) terms of this Amendment,
ii. ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (b) hereby, and
iii. represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment:
(i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case as of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall warranty continues to be true and correct in all material respects as of such specified earlier date and (or, if already ii) to the extent that any such representation and warranty is qualified by materiality, Material Adverse Effect or a similar qualification, such representation and warranty (as so qualified) is true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Eclipse Resources Corp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the The Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein; and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited stated to relate solely to an earlier date, in which case case, such representations and warranties shall be have been true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true on and correct in all respects) as of such specified earlier date; and
date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 2 contracts
Sources: Abl Credit Agreement (Clearwater Paper Corp), Abl Credit Agreement (Clearwater Paper Corp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby Obligor hereby: (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations underunder and the Liens granted by, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby; (c) agrees that from and after the Second Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Second Amendment; and (bd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already except that any representation and warranty that is qualified by materiality, Material Adverse Effect or a similar qualification, materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already except that any representation and warranty that is qualified by materiality, Material Adverse Effect or a similar qualification, materiality shall be true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Borrower and each Guarantor and the Borrower hereby hereby:
(a) acknowledges the terms of this Amendment,
(b) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and hereby, and
(bc) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment:
(i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case as of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall warranty continues to be true and correct in all material respects as of such specified earlier date and (or, if already ii) to the extent that any such representation and warranty is qualified by materiality, Material Adverse Effect or a similar qualification, such representation and warranty (as so qualified) is true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each Obligor hereby i) acknowledges the terms of the Parent Guarantor and the Borrower hereby (athis Fifth Amendment; ii) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein; and (biii) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the The Borrower hereby (ai) ratifies and affirms its respective obligations under, and acknowledges acknowledges, renews and extends its respective continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, and (bii) represents and warrants to the Lenders that that, as of the date hereof, both immediately before and after giving effect to the terms of this Amendment:
hereto: (iA) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct accurate in all material respects (or, if already unless qualified by materiality, materiality or Material Adverse Effect or a similar qualificationChange, in which case such representation and warranty is true and correct accurate in all respects), ) on and as of the Third Amendment Effective Date as though made on and as of such date (except to the extent any that such representations and warranties are expressly limited relate solely to an earlier date, in which case such and except that for purposes hereof, the representations and warranties contained in Section 3.01(f) of the Amended Credit Agreement shall be true deemed to refer to the most recent statements furnished pursuant to Sections 4.01(a) and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respectsb) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.thereof),
Appears in 1 contract
Sources: Revolving Credit Agreement (Western Midstream Partners, LP)
Ratification and Affirmation; Representations and Warranties. Each of the Parent The Borrower and each Guarantor and the Borrower hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby and (bc) represents and warrants to the Lenders that as of the date hereofSecond Amendment Effective Date, after giving effect to the terms of this Second Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, materiality in which case such applicable representation and warranty shall be true and correct in all respectscorrect), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, materiality in which case such applicable representation and warranty shall be true and correct in all respectscorrect) as of such specified earlier date; and
, and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (Emerald Oil, Inc.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Obligor hereby (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein; and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fourth Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby The Borrowers hereby: (a) ratifies acknowledge the terms of this Third Amendment; (b) ratify and affirms its affirm their obligations under, and acknowledges its acknowledge, renew and extend their continued liability under, each Loan Document to which it is they are a party and agrees agree that each Loan Document to which it is they are a party remains in full force and effect effect, except as expressly amended hereby hereby, after giving effect to the amendments contained herein; (c) agree that from and after the Third Amendment Effective Date each reference to the Credit Agreement in the Guarantee and Collateral Agreement, the Mortgages and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Third Amendment; and (bd) represents represent and warrants warrant to the Lenders that as of the date hereof, after giving effect to the terms of this Third Amendment:
: (i) all of the representations and warranties made by the Borrowers contained in each Loan Document to which it is they are a party are true and correct in all material respects (orrespects, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case case, such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Loan Parties hereby (a) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereofAmendment Effective Date, after giving effect to the terms of this Amendment:
(i) Second Amendment all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, or if already such representation or warranty is qualified by materiality, materiality or reference to Material Adverse Effect Effect, such representation or a similar qualification, warranty shall be true and correct in all respects), except to the extent any that such representations and warranties are expressly limited specifically refer to an earlier date, in which case they shall continue to be true and correct, in all material respects (or if such representations and warranties representation or warranty is qualified by materiality or reference to Material Adverse Effect, such representation or warranty shall be true and correct in all material respects (orrespects), if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and the representations and warranties contained in subsection (iia) no Default or Event of Default has occurred and is continuingSection 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01 of the Credit Agreement.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, the Guaranty and Security Agreement, the Mortgages and each other Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (bc) represents and warrants to the Lenders that as of the date hereof, and after giving effect to the terms of this Amendment:
limited waiver set forth in Section 2, the limited forbearance in Section 3 and the amendments herein: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Fourth Amendment to Third Amended and Restated Credit Agreement (Oasis Petroleum Inc.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent The Borrower and each Guarantor and the Borrower hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby or modified hereby; and (bc) represents and warrants to the Lenders that as of the date hereofSecond Amendment Effective Date, after giving effect to the terms of this Second Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, materiality in which case such applicable representation and warranty shall be true and correct in all respectscorrect), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, materiality in which case such applicable representation and warranty shall be true and correct in all respectscorrect) as of such specified earlier date; and
, and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (Emerald Oil, Inc.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Loan Parties hereby (a) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
(i) First Amendment all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, or if already such representation or warranty is qualified by materiality, materiality or reference to Material Adverse Effect Effect, such representation or a similar qualification, warranty shall be true and correct in all respects), except to the extent any that such representations and warranties are expressly limited specifically refer to an earlier date, in which case they shall continue to be true and correct, in all material respects (or if such representations and warranties representation or warranty is qualified by materiality or reference to Material Adverse Effect, such representation or warranty shall be true and correct in all material respects (orrespects), if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and the representations and warranties contained in subsection (iia) no Default or Event of Default has occurred and is continuingSection 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01 of the Credit Agreement.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Borrower and each Guarantor and hereby:
(i) acknowledges the Borrower hereby terms of this Amendment, [FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]
(aii) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and hereby, and
(biii) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment:
(i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case as of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall warranty continues to be true and correct in all material respects as of such specified earlier date and (or, if already ii) to the extent that any such representation and warranty is qualified by materiality, Material Adverse Effect or a similar qualification, such representation and warranty (as so qualified) is true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this Eleventh Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby hereby, and (bii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Obligations in accordance with the terms thereof, after giving effect to this Eleventh Amendment; and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Amendment:
Eleventh Amendment (i) all of the representations and warranties of the Borrower and the Guarantors contained in each the Loan Document to which it is a party Documents are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the The Borrower hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein; and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (Bill Barrett Corp)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby The Borrowers hereby: (a) ratifies acknowledge the terms of this First Amendment; (b) ratify and affirms its affirm their obligations under, and acknowledges its acknowledge, renew and extend their continued liability under, each Loan Document to which it is they are a party and agrees agree that each Loan Document to which it is they are a party remains in full force and effect effect, except as expressly amended hereby hereby, after giving effect to the amendments contained herein; (c) agree that from and after the First Amendment Effective Date each reference to the Credit Agreement in the Domestic Collateral Agreement, the Mortgages and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (bd) represents represent and warrants warrant to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties made by the Borrowers contained in each Loan Document to which it is they are a party are true and correct in all material respects (orrespects, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case case, such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby The Borrowers hereby: (a) ratifies acknowledge the terms of this First Amendment; (b) ratify and affirms its affirm their obligations under, and acknowledges its acknowledge, renew and extend their continued liability under, each Loan Document to which it is they are a party and agrees agree that each Loan Document to which it is they are a party remains in full force and effect effect, except as expressly amended hereby hereby, after giving effect to the amendments contained herein; (c) agree that from and after the Effective Date each reference to the Credit Agreement in the Guarantee and Collateral Agreement, the Mortgages and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (bd) represents represent and warrants warrant to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties made by the Borrowers contained in each Loan Document to which it is they are a party are true and correct in all material respects (orrespects, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case case, such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent The Borrower and each Guarantor and the Borrower hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby and (bc) represents and warrants to the Lenders that as of the date hereofFirst Amendment Effective Date, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, materiality in which case such applicable representation and warranty shall be true and correct in all respectscorrect), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, materiality in which case such applicable representation and warranty shall be true and correct in all respectscorrect) as of such specified earlier date; and
, and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (Emerald Oil, Inc.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, the Guaranty and Security Agreement, the Mortgages and each other Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby Obligor hereby: (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby; (c) agrees that from and after the First Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (bd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already except that any representation and warranty that is qualified by materiality, Material Adverse Effect or a similar qualification, materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already except that any representation and warranty that is qualified by materiality, Material Adverse Effect or a similar qualification, materiality shall be true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Borrower and each Guarantor and the Borrower hereby hereby:
(a) acknowledges the terms of this Amendment,
(b) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and hereby, and
(bc) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment:
(i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case as of the date hereof, after giving effect to the terms of this Amendment, such representations representation and warranties shall warranty continues to be true and correct in all material respects as of such specified earlier date and (or, if already ii) to the extent that any such representation and warranty is qualified by materiality, Material Adverse Effect or a similar qualification, such representation and warranty (as so qualified) is true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.. [SECOND AMENDMENT TO CREDIT AGREEMENT]
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the The Borrower hereby (a) acknowledges the terms of this First Amendment, (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby and (bc) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except that such materiality qualifier shall not be applicable to the extent any such representations and warranties that are already qualified or modified by materiality in the text thereof), other than those representations and warranties that expressly limited relate to an a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier datedate (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof)); and
and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (WPX Energy, Inc.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor Borrower and the Borrower hereby Guarantors hereby: (a) acknowledges the terms of this Seventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Credit Document to which it is a party and agrees that each Loan such Credit Document to which it is a party remains in full force and effect as expressly amended hereby hereby; (c) agrees that from and after the date hereof, each LEGAL_US_W # 119262901.9 reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Seventh Amendment; and (bd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Seventh Amendment:
: (i) all of the representations and warranties contained set forth in each Loan Credit Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any where such representations and warranties are expressly limited relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects (oras of such earlier date), if provided that such representations shall be true and correct in all respects to the extent already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor Guarantors and the Borrower hereby (ai) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby effect, subject to the consent granted in this Letter Agreement and (bii) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this AmendmentLetter Agreement:
(iA) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and, except with respect to actions permitted by this Letter Agreement;
(iiB) no Default or Event of Default has occurred and is continuing; and
(C) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor Borrower and the Borrower hereby Guarantors hereby: (a) acknowledges the terms of this Eighth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Credit Document to which it is a party and agrees that each Loan such Credit Document to which it is a party remains in full force and effect as expressly amended hereby hereby; (c) agrees that from and after the date hereof, each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Eighth Amendment; and (bd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Eighth Amendment:
: (i) all of the representations and warranties contained set forth in each Loan Credit Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any where such representations and warranties are expressly limited relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects (oras of such earlier date), if provided that such representations shall be true and correct in all respects to the extent already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Borrower and Parent Guarantor and the Borrower hereby (a) acknowledges the terms of this Fourth Amendment, (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each of the Loan Document Documents to which it is a party and agrees that each of the Loan Document Documents to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein and (bc) represents and warrants to the Lenders that as of the date hereof, both before and after giving effect to the terms of this Amendment:
Fourth Amendment (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already except that any such representations and warranties that are qualified by materiality, Material Adverse Effect or a similar qualification, materiality shall be true and correct in all respects), except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already except that any such representations and warranties that are qualified by materiality, Material Adverse Effect or a similar qualification, materiality shall be true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (LRR Energy, L.P.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby Obligor hereby: (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby hereby; (c) agrees that from and after the First Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (bd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained set forth in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified except to the extent any such representations and warranties are limited by materiality, Material Adverse Effect or a similar qualificationin which case, they are true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified except to the extent any such representations and warranties are limited by materiality, Material Adverse Effect or a similar qualificationin which case, they shall be true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and the first priority, perfected Liens and security interests created thereby in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined by the applicable Security Instruments), are and will remain in full force and effect and binding on such Person, and are enforceable in accordance with their respective terms and applicable law, and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Viper Energy Partners LP)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor Borrower and the Borrower hereby Guarantors hereby: (a) acknowledges the terms of this Eleventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Credit Document to which it is a party and agrees that each Loan such Credit Document to which it is a party remains in full force and effect as expressly amended hereby hereby; (c) agrees that from and after the date hereof, each LEGAL_US_W # 181789843.4 reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Eleventh Amendment; and (bd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Eleventh Amendment:
: (i) all of the representations and warranties contained set forth in each Loan Credit Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any where such representations and warranties are expressly limited relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects (oras of such earlier date), if provided that such representations shall be true and correct in all respects to the extent already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, the Guaranty and Security Agreement, the Mortgages and each other Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby Obligor hereby: (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby hereby; (c) agrees that from and after the Second Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Second Amendment; and (bd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment:
: (i) all of the representations and warranties contained set forth in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified except to the extent any such representations and warranties are limited by materiality, Material Adverse Effect or a similar qualificationin which case, they are true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified except to the extent any such representations and warranties are limited by materiality, Material Adverse Effect or a similar qualificationin which case, they shall be true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Credit Document to which it is a party and agrees that each Loan Credit Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein; and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
: (i) all of the representations and warranties contained in each Loan Credit Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited stated to relate solely to an earlier date, in which case case, such representations and warranties shall be have been true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true on and correct in all respects) as of such specified earlier date; and
date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Borrower and each Guarantor and the Borrower hereby hereby:
(a) acknowledges the terms of this Amendment,
(b) ratifies and affirms its obligations undertheir respective obligations, and acknowledges its their respective continued liability underliability, under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and hereby, and
(bc) represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment:
(i) , all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the First Amendment Effective Date (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respectsafter giving effect to this Amendment), except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations representation and warranties shall be warranty was true and correct in all material respects as of such specified earlier date and (or, if already ii) to the extent that any such representation and warranty is qualified by materiality, materiality or “Material Adverse Effect or a similar qualificationEffect”, such representation and warranty (as so qualified) is true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (EnVen Energy Corp)
Ratification and Affirmation; Representations and Warranties. Each of the Borrower and Parent Guarantor and the Borrower hereby (a) acknowledges the terms of this Fifth Amendment, (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each of the Loan Document Documents to which it is a party and agrees that each of the Loan Document Documents to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein and (bc) represents and warrants to the Lenders that as of the date hereof, both before and after giving effect to the terms of this Amendment:
Fifth Amendment (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already except that any such representations and warranties that are qualified by materiality, Material Adverse Effect or a similar qualification, materiality shall be true and correct in all respects), except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already except that any such representations and warranties that are qualified by materiality, Material Adverse Effect or a similar qualification, materiality shall be true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (LRR Energy, L.P.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the The Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already except that any such representations and warranties that are qualified by materiality, Material Adverse Effect or a similar qualification, as to materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and;
(ii) no Default or Event of Default has occurred and is continuing; and
(iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby The Borrowers hereby: (a) ratifies acknowledge the terms of this Second Amendment; (b) ratify and affirms its affirm their obligations under, and acknowledges its acknowledge, renew and extend their continued liability under, each Loan Document to which it is they are a party and agrees agree that each Loan Document to which it is they are a party remains in full force and effect effect, except as expressly amended hereby hereby, after giving effect to the amendments contained herein; (c) agree that from and after the Second Amendment Effective Date each reference to the Credit Agreement in the Guarantee and Collateral Agreement, the Mortgages and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Second Amendment; and (bd) represents represent and warrants warrant to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment:
: (i) all of the representations and warranties made by the Borrowers contained in each Loan Document to which it is they are a party are true and correct in all material respects (orrespects, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case case, such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Borrower and Parent Guarantor and the Borrower hereby (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each of the Loan Document Documents to which it is a party and agrees that each of the Loan Document Documents to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein and (bc) represents and warrants to the Lenders that as of the date hereof, both before and after giving effect to the terms of this Amendment:
Third Amendment (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already except that any such representations and warranties that are qualified by materiality, Material Adverse Effect or a similar qualification, materiality shall be true and correct in all respects), except to the extent any unless such representations and warranties are expressly limited stated to an relate to a specific earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already except that any such representations and warranties that are qualified by materiality, Material Adverse Effect or a similar qualification, materiality shall be true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (LRR Energy, L.P.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent The Borrower and each Guarantor and the Borrower hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby or modified hereby; and (bc) represents and warrants to the Lenders that as of the date hereofSecond Amendment Effective Date, after giving effect to the terms of this Second Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects) as of such specified earlier date; and
, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Revolving Credit Agreement (Diversified Energy Co PLC)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor Borrower and the Borrower hereby Guarantors hereby: (a) acknowledges the terms of this Twelfth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Credit Document to which it is a party and agrees that each Loan such Credit Document to which it is a party remains in full force and effect as expressly amended hereby hereby; (c) agrees that from and after the date hereof, each reference to the Credit Agreement in the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Twelfth Amendment; and (bd) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Twelfth Amendment:
: (i) all of the representations and warranties contained set forth in each Loan Credit Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any where such representations and warranties are expressly limited relate to an earlier date, in which case such representations and warranties shall be have been true and correct in all material respects (oras of such earlier date), if provided that such representations shall be true and correct in all respects to the extent already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent The Borrower and each Guarantor and the Borrower hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby or modified hereby; and (bc) represents and warrants to the Lenders that as of the date hereofFirst Amendment Effective Date, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, materiality in which case such applicable representation and warranty shall be true and correct in all respectscorrect), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, materiality in which case such applicable representation and warranty shall be true and correct in all respectscorrect) as of such specified earlier date; and
, and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (Emerald Oil, Inc.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, the Guaranty and Security Agreement, the Mortgages and each other Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, (ii) no Default or Event of Default has occurred and is continuingcontinuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this Seventh Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby hereby, and (bii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Obligations in accordance with the terms thereof, after giving effect to this Seventh Amendment; and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Seventh Amendment:
(i) all of the representations and warranties of the Borrower and the Guarantors contained in each the Loan Document to which it is a party Documents are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; , and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms execution of this Second Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent The Borrower and each Subsidiary Guarantor and the Borrower hereby (a) acknowledges and agrees to the terms of this Agreement and the Existing Credit Agreement as amended by this Agreement, (b) represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties of such Borrower or Subsidiary Guarantor set forth in the Credit Agreement, this Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof (or, in the case of any such representations and warranties that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties are true and correct in all respects) on and as of the date hereof, except to the extent made as of a specific date, which representations and warranties are true and correct in all material respects as of such specific date (or, in the case of any such representation and warranties that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties are true and correct in all respects as of such specific date) and (ii) no Default or Event of Default has occurred and is continuing as of the date hereof and (c) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuingDocument.
Appears in 1 contract
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, in each case as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
(ii) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Viper Energy Partners LP)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Borrower and each Guarantor and the Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already except that any such representations and warranties that are qualified by materiality, Material Adverse Effect or a similar qualification, as to materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already except that any such representations and warranties that are qualified by materiality, Material Adverse Effect or a similar qualification, as to materiality shall be true and correct in all respects) as of such specified earlier date; and;
(ii) no Default or Event of Default has occurred and is continuing; and
(iii) no development, event or circumstance has occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Loan and Security Agreement (Par Pacific Holdings, Inc.)
Ratification and Affirmation; Representations and Warranties. Each of the Parent The Borrower and each Guarantor and the Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force the terms of this Agreement and effect as expressly amended hereby and the Credit Agreement, (b) represents and warrants to the Administrative Agent and the Lenders that as of the date hereofthat, after giving effect to the terms of this Amendment:
Agreement, (i) all of the representations and warranties contained of the Borrower and the Guarantors set forth in each the Credit Agreement, this Agreement and in the other Loan Document to which it is a party Documents are true and correct in all material respects on and as of the date hereof, except to the extent any such representations and warranties (orA) are expressly limited to an earlier date, if in which case, on and as of the date hereof, such representations and warranties continue to be true and correct in all material respects as of such specified earlier date or (B) are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties are true and correct in all respects), except to the extent any such representations respects and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
(ii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing.continuing as of the date hereof and (c) ratifies and affirms the covenants, guarantees, pledges, grants of Liens and agreements or other commitments applicable to such Loan Party contained in each Loan Document to which it is a party. The
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Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Loan Party hereby (a) acknowledges the terms of this Amendment and Waiver; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein; and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
Amendment and Waiver: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited stated to relate solely to an earlier date, in which case case, such representations and warranties shall be have been true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true on and correct in all respects) as of such specified earlier date; and
date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.
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Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Obligor hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein; and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited stated to relate solely to an earlier date, in which case case, such representations and warranties shall be have been true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true on and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
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Sources: Credit Agreement and Security Agreement (Superior Energy Services Inc)
Ratification and Affirmation; Representations and Warranties. Each of the Parent The Borrower and each Guarantor and the Borrower hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby or modified hereby; and (bc) represents and warrants to the Lenders that as of the date hereofFirst Amendment Effective Date, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if unless already qualified by materiality, Material Adverse Effect or a similar qualification, in which case such representation and warranty (to the extent so qualified) shall continue to be true and correct in all respects) as of such specified earlier date; and
, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
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Sources: Revolving Credit Agreement (Diversified Energy Co PLC)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Obligor hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended hereby hereby, notwithstanding the amendments contained herein; and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited stated to relate solely to an earlier date, in which case case, such representations and warranties shall be have been true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true on and correct in all respects) as of such specified earlier date; and
date (provided that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified or modified by materiality in the Credit Agreement) and (ii) no Default or Event of Default has occurred and is continuing.
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Sources: Credit Agreement and Security Agreement (Superior Energy Services Inc)
Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this Ninth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby hereby, and (bii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Obligations in accordance with the terms thereof, after giving effect to this Ninth Amendment; and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Amendment:
Ninth Amendment (i) all of the representations and warranties of the Borrower and the Guarantors contained in each the Loan Document to which it is a party Documents are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
, and (ii) no Default or Event of Default has occurred and is continuing.
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Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (bc) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms execution of this Third Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
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Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Credit Party hereby (a) acknowledges the terms of this Eighth Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby hereby, and (bii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Obligations in accordance with the terms thereof, after giving effect to this Eighth Amendment; and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Eighth Amendment:
(i) all of the representations and warranties of the Borrower and the Guarantors contained in each the Loan Document to which it is a party Documents are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date; , and
(ii) no Default or Event of Default has occurred and is continuing.
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Ratification and Affirmation; Representations and Warranties. Each of the Parent Guarantor and the Borrower Borrowers hereby (a) acknowledges the terms of this First Amendment; (b) ratifies and affirms its obligations under, and acknowledges acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect effect, except as expressly amended or modified hereby and (bc) represents and warrants to the Lenders that as of the date hereofFirst Amendment Effective Date, after giving effect to the terms of this First Amendment:
: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already provided that to the extent any representation and warranty is qualified by materiality, as to “Material Adverse Effect Effect” or a similar qualificationotherwise as to “materiality”, such representation is true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case case, such representations and warranties shall continue to be true and correct in all material respects (or, if already provided that to the extent any representation and warranty is qualified by materiality, as to “Material Adverse Effect Effect” or a similar qualificationotherwise as to “materiality”, such representation is true and correct in all respects) as of such specified earlier date; and
date and (ii) no Default or Event of Default has occurred and is continuing.
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