Representations and Warranties of the Credit Parties Sample Clauses

Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that: (a) The execution, delivery and performance by each Credit Party of this Amendment and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no Event of Default has occurred or is continuing under this Amendment or any other Transaction Document.

Representations and Warranties of the Credit Parties. Each Credit Party, with respect to itself and its Subsidiaries, represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that: (a) With respect to any Credit Party that is a Grantor: (i) such Credit Party’s exact legal name is correctly set forth in Schedule III, (ii) such Credit Party has only the trade names listed on Schedule IV, (iii) such Credit Party is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule III, (iv) the information set forth in Schedule III with respect to such Credit Party is true and accurate in all respects and (v) such Credit Party has not, within the last five years, changed its legal name, location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III, except as disclosed in Schedule V. (b) Such Credit Party is duly organized or formed, validly existing and, if applicable, in good standing in its jurisdiction of organization or formation. Such Credit Party possesses all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. (c) The execution, delivery and performance by such Credit Party of the Security Documents to which it is a party are within such Credit Party’s applicable Business Entity powers, have been duly authorized by all necessary applicable Business Entity action, and do not contravene (i) such Credit Party’s organizational documents or (ii) any material contractual restriction binding on or affecting such Credit Party. (d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by such Credit Party of any Security Document to which it is a party, except those necessary to comply (i) with Applicable Laws in the ordinary course of such Credit Party’s business or (ii) with ongoing obligations of such Credit Party under the Security Documents to which it is a party and Sections 5.01, 5.02 and 5.07 of the Credit Agreement. (e) This Agreement constitutes, and the other Security Documents when delivered shall constitute, the legal, valid and binding obligations of each Credit Party that is a party thereto, enforceable against su...

Representations and Warranties of the Credit Parties. To induce Lender to make the Loans, the Credit Parties make the following representations and warranties to Lender, each of which shall be true and correct in all material respects as of the date of the execution and delivery of this Agreement and as of the date of each Loan made hereunder, except to the extent such representation expressly relates to an earlier date, and which shall survive the execution and delivery of this Agreement:

Representations and Warranties of the Credit Parties. To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:

Representations and Warranties of the Credit Parties. To induce the Lenders to make the Loans hereunder, each Credit Party (solely on behalf of itself) and its General Partner or Blocker Managing Member, as applicable (on behalf of the related Credit Party or on behalf of itself, as applicable), each hereby represents and warrants to the Administrative Agent and the Lenders that:

Representations and Warranties of the Credit Parties. To induce the Lenders to make Loans and participate in Letters of Credit, each Borrower hereby represents and warrants (each as to itself only) to the Administrative Agent and the Lenders that:

Representations and Warranties of the Credit Parties. Each Credit Party represents and warrants as of the date hereof and as of the Effective Date as follows (in each case as to itself and its Subsidiaries): (a) The Credit Parties (i) are Persons duly organized, validly existing and (to the extent such concept is applicable in such jurisdiction) in good standing under the laws of the jurisdictions of their respective organization, (ii) are duly qualified and in good standing (to the extent such concept is applicable in such jurisdiction) as foreign corporations (or the equivalent thereof) in each other jurisdiction in which such qualification is required by law, except where the failure to so qualify or be licensed, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (iii) have all corporate power and authority to own or lease and operate their properties and to carry on their respective businesses as now conducted and as proposed to be conducted. (b) The execution, delivery and performance by each Credit Party of this Agreement and the Note, and the consummation of the transactions contemplated hereby or thereby, are within such Credit Party’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) such Credit Party’s charter or by-laws (or similar organizational documents), (ii) any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award applicable to the Guarantor or any of its Subsidiaries or any of their properties or assets or (iii) any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting such Credit Party (other than the Yen Notes) or any of its properties or assets. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Credit Parties of this Agreement or the Note, or for the consummation of any of the transactions contemplated hereby or thereby, except (i) as have been obtained or made and are in full force and effect, (ii) as may be required because of the legal and regulatory status of the Lender or because of any other facts specifically pertaining to the Lender and (iii) filing of reports under the Foreign Exchange and Foreign Trade Law of Japan which may be required for certain payment of money made by a Credit Party pursuant to this Agreement and t...

Representations and Warranties of the Credit Parties. To induce the Lenders to make the Loans hereunder, each Credit Party hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof that:

Representations and Warranties of the Credit Parties. Each of the Credit Parties, for itself and on behalf of each of its Subsidiaries, hereby represents and warrants to the Lender as follows: