REPRESENTATIONS AND WARRANTIES OF SUBSIDIARY BORROWERS Clause Samples

REPRESENTATIONS AND WARRANTIES OF SUBSIDIARY BORROWERS. Each Subsidiary Borrower shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as of the date thereof that:
View SourceView Similar (5)
REPRESENTATIONS AND WARRANTIES OF SUBSIDIARY BORROWERS. Section 9.01. Existence and Power 82 Section 9.02. Corporate Governmental Authorization; No Contravention 82 Section 9.03. Binding Effect 83 Section 10.01. The Guaranty 83 Section 10.02. Guaranty Unconditional 83 Section 10.03. Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances 84 Section 10.04. Waiver by the Company 84 Section 10.05. Subrogation 84 Section 10.06. Stay of Acceleration 84 Section 10.07. Additional Guarantors 84 Section 10.08. Release of Subsidiary Guarantees 86 Section 11.01. Notices 86 Section 11.02. No Waivers 87 Section 11.03. Expenses; Indemnification 87 Section 11.04. Sharing of Set-offs 88 Section 11.05. Amendments and Waivers 88 Section 11.06. Successors and Assigns 89 Section 11.07. [Reserved] 92 Section 11.08. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 92 Section 11.09. Counterparts; Integration 92 Section 11.10. Treatment of Certain Information; Confidentiality 92 Section 11.11. Severability 93 Section 11.12. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 93 Section 11.13. Collateral 94 Section 11.14. Judgment Currency 94 Section 11.15. Patriot Act Notice 94 Section 11.16. No Advisory or Fiduciary Responsibility 94 Section 11.17. Electronic Execution of Assignments and Certain Other Documents 95 Section 11.18. Certain ERISA Matters 95 Pricing Schedule Approved LC Currency Schedule Commitment Schedule Notices Schedule Exhibit A – Note Exhibit B – Competitive Bid Quote Request Exhibit C – Invitation for Competitive Bid Quotes Exhibit D – Competitive Bid Quote Exhibit E – Election to Participate Exhibit F – Election to Terminate Exhibit G – Opinion of Counsel for a Subsidiary Borrower Exhibit H – Assignment and Assumption Exhibit I – Extension Agreement Exhibit J – Additional Guarantor Supplement Exhibit K – Election to Terminate a Subsidiary Guarantee CREDIT AGREEMENT dated as of March 26, 2019 (this “Agreement”) among Linde plc, a public limited company incorporated under the laws of Ireland with registered number 602527, the Subsidiary Borrowers (as defined herein), the Lenders, the Swingline Lenders, the Issuing Lenders and Bank of America, N.A., as Administrative Agent. The parties hereto agree as follows:
View SourceView Similar (5)
REPRESENTATIONS AND WARRANTIES OF SUBSIDIARY BORROWERS. Each Subsidiary Borrower severally represents and warrants that: (a) such Subsidiary Borrower is duly organized, validly existing, and (where legally applicable) in good standing, under the laws of the Relevant Jurisdiction; (b) the execution and delivery of the Subsidiary Borrower Designation to which it is a party, this Agreement and the other Loan Documents to which it is a party (collectively, with respect to any Subsidiary Borrower, the “Subsidiary Borrower Loan Documents”), the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of such Subsidiary Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Subsidiary Borrower or any of its Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by such Subsidiary Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of such Subsidiary Borrower or any of its Subsidiaries; (c) the Transactions are within such Subsidiary Borrower’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder action; and the Subsidiary Borrower Loan Documents have been duly executed and delivered by such Subsidiary Borrower and constitute a legal, valid and binding obligation of such Subsidiary Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (d) in the case of each Foreign Subsidiary Borrower only, to ensure the legality, validity, enforceability or admissibility in evidence of Subsidiary Borrower Loan Documents to which such Foreign Subsidiary Borrower is a party against it, it is not necessary that any such Subsidiary Borrower Loan Documents or any other document be filed or...
View SourceView Similar (2)
REPRESENTATIONS AND WARRANTIES OF SUBSIDIARY BORROWERS. Each Subsidiary Borrower severally represents and warrants that: (a) such Subsidiary Borrower is a corporation, partnership or other entity duly organized, validly existing, and (to the extent this concept is applicable under the laws of the Relevant Jurisdiction) in good standing, under the laws of the Relevant Jurisdiction; (b) none of the execution and delivery of the Subsidiary Borrower Designation to which it is a party, this Agreement and the other Loan Documents to which it is a party (collectively, with respect to any Subsidiary Borrower, the “Subsidiary Borrower Loan Documents”), the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof will conflict with or result in a breach of, or require any consent under, the charter or by-laws (or equivalent documents) of such Subsidiary Borrower, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which such Subsidiary Borrower is a party or by which it or any of its Property is bound or to which any of them is subject, or constitute a default under any such agreement or instrument; (c) such Subsidiary Borrower has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under the Subsidiary Borrower Loan Documents to which it is a party; the execution, delivery and performance by such Subsidiary Borrower Loan Documents have been duly authorized by all necessary corporate
View Source

Related to REPRESENTATIONS AND WARRANTIES OF SUBSIDIARY BORROWERS

  • Representations and Warranties of Borrowers Each Borrower hereby: (a) reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

  • Representations and Warranties of the Borrowers Each Borrower represents and warrants as follows: (a) Such Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized, and each Significant Subsidiary of such Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized. (b) The execution, delivery and performance by such Borrower of this Agreement, and the consummation of the transactions contemplated hereby, are within such Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (c) This Agreement has been duly executed and delivered by such Borrower. This Agreement is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by such Borrower of this Agreement, except for such Governmental Approvals that may be required to be obtained by such Borrower in connection with any Extension of Credit to or for the account of such Borrower, each of which Governmental Approvals will have been obtained and will be in full force and effect on or prior to the date of any Extension of Credit to or for the account of such Borrower. (e) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting such Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the Disclosure Documents. (f) The consolidated balance sheet of each Borrower and its Consolidated Subsidiaries as at December 31, 2007, and the related consolidated statements of income and cash flows of such Borrower and its Consolidated Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, an independent registered public accounting firm, copies of each of which have been furnished to each Lender, fairly present the consolidated financial condition of such Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of such Borrower and its Consolidated Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2007, there has been no Material Adverse Change with respect to such Borrower. (g) No written statement, information, report, financial statement, exhibit or schedule furnished by or on behalf of such Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or will contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading. (h) Except as disclosed in the Disclosure Documents, such Borrower and each Significant Subsidiary of such Borrower is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any governmental authority applicable to it. (i) No accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, whether or not waived, exists with respect to any Plan. Such Borrower has not incurred, and does not presently expect to incur, any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect. Such Borrower and each of its ERISA Affiliates have complied in all material respects with ERISA and the Internal Revenue Code. Such Borrower and each of its Subsidiaries have complied in all material respects with foreign law applicable to its Foreign Plans, if any. As used herein, the term “Plan” shall mean an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the plan by any Borrower or any of its ERISA Affiliates. The term “Multiemployer Plan” shall mean any Plan which is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA). The term “Foreign Plan” shall mean any pension, profit-sharing, deferred compensation, or other employee benefit plan, program or arrangement maintained by any entity subsidiary which, under applicable local foreign law, is required to be funded through a trust or other funding vehicle.

  • Representations and Warranties of Borrower Borrower represents and warrants that:

  • Representations and Warranties of the Borrower The Borrower represents and warrants to the Lender that: (a) it has been duly incorporated, validly exists and is in good standing under the jurisdiction of its incorporation and each jurisdiction where it carries on business and has been duly licensed to carry on business in all jurisdictions where it is carrying on business; (b) it has the power and authority to enter into, execute and deliver and to keep, observe and perform all of the covenants, agreements and other obligations made by or imposed on it under this Agreement and the Promissory Note (collectively, the “Loan Documents”); (c) the Loan Documents and all other instruments and agreements delivered by the borrower to the Lender pursuant to this Agreement have been or will be validly executed by it or on its behalf and, when delivered to the Lender, will be legal, valid and binding obligations of it, enforceable in accordance with their respective terms, except as enforcement may be limited by; (i) applicable bankruptcy, insolvency, moratorium, reorganization and similar laws at the time in effect affecting the rights of creditors generally; and (ii) equitable principles which may limit the availability of certain remedies, including the remedy of specific performance; (d) the execution, delivery and performance by it of the Loan Documents does not contravene any material provision of any regulation, order or permit applicable to it, or cause a breach of or constitute a default under or require any consent under any agreement or instrument to which it is a party or by which it is bound except such as have been obtained; (e) there are no suits or judicial proceedings or proceedings before any governmental commission, board or other agency, actual, pending or to its knowledge threatened against it which involves a significant risk of a judgment or liability which, if satisfied, would have an adverse effect upon its financial position or the ability to meet its obligations under this Agreement or to grant the Loan Documents; (f) it is not in default under any guarantee, note or other instrument evidencing any indebtedness, other than as disclosed in writing to the Lender by the Borrower, and to its knowledge there exists no state of facts which, after notice or lapse of time or both or otherwise, would constitute such a default; and (g) no event is outstanding which constitutes, or with notice or lapse of time or both would constitute, an Event of Default (as defined below).

  • Representations and Warranties of Loan Parties Each of the Loan Parties represents and warrants, as of the Amendment Effective Date, as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties set forth in Article V of the Credit Agreement shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct (subject to the materiality qualifications set forth therein) and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, and except that for purposes of this Section 3.2(d), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively. (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens. (g) The Loans and other amounts payable by Borrower pursuant to the Credit Agreement are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.