REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors represents and warrants that, as of the date hereof: (a) the representations and warranties contained in the Guaranty Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (i) each Guarantor has full power and authority to execute and deliver this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Amendment and the Guaranty Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the Guarantors, or any indenture, agreement or other instrument to which the Guarantors or any of their respective property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for the execution, delivery or performance by any of the Guarantors of this Sixth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and both before and immediately after giving effect to this Eighth Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that 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 financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Eighth Amendment, each Revolving Credit Note in the amount of each Lender’s Revolving Credit Commitment after giving effect to this Eighth Amendment (the “New Revolving Loan Notes”), (ii) this Sixth Eighth Amendment has and the New Revolving Loan Notes have been duly executed and delivered by the Guarantors, Borrower and (iii) this Sixth Amendment Eighth Amendment, the New Revolving Loan Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Eighth Amendment, the New Revolving Loan Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law or Organization Documents of the Borrower or its Subsidiaries, (ii) to Borrower’s knowledge, any of Law applicable to the Guarantors, Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Eighth Amendment and the New Revolving Loan Notes or (ii) the acknowledgement by each Guarantor of this Eighth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to this First Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such representations and warranties that are qualified as to materiality or “Material Adverse Effect” are true and correct in all respects) on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on in all material respects (except that such representations and warranties that are qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except to the extent such representations and warranties have been supplemented to the extent permitted by the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth First Amendment, (ii) this Sixth First Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth First Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth First Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or the Guarantor, (ii) any Law applicable to the Borrower or Organization Documents of any of the Guarantors, Guarantor or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Guarantor or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth First Amendment or (ii) the acknowledgement by the Guarantor of this First Amendment.
Appears in 1 contract
Sources: Credit Agreement (Encore Wire Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, after giving effect to the amendment provided for in Section 1 of this Seventh Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth AmendmentSeventh Amendment and the Replacement Promissory Note for the Lender in the amount of $40,000,000 (the “Replacement Promissory Note”), (ii) this Sixth Seventh Amendment has and the Replacement Promissory Note have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment Seventh Amendment, the Replacement Promissory Note, and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Seventh Amendment, the Replacement Promissory Note or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will violate any Law or conflict with any Law or Organization Documents of any organizational documents of the GuarantorsBorrower, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective its property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person (including the Board of Directors of the Borrower) not previously obtained is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth AmendmentSeventh Amendment or the Replacement Promissory Note.
Appears in 1 contract
Sources: Credit Agreement (Dynamex Inc)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its -------------------------------------------------------- execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth First Amendment and the Guaranty Collateral Documents and this First Amendment and the Credit Agreement, as amended hereby, and the Collateral Documents when executed will, constitute the legal, valid and binding obligations of the GuarantorsBorrower or its Subsidiaries, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or First Amendment, the Guaranty Credit Agreement, as amended herebyby this First Amendment, the Collateral Documents, nor the consummation of any transactions contemplated herein or therein, therein will contravene or conflict with any Law law to which the Borrower or Organization Documents of any of the Guarantors, its Subsidiaries is subject or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously already obtained is required for the execution, delivery or performance by the Borrower of this First Amendment, the acknowledgment by any Guarantor of this First Amendment or the Borrower or any of its Subsidiaries of the Guarantors of this Sixth AmendmentCollateral Documents.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendment contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Second Amendment, the $37,500,000 replacement Revolving Credit Note payable to the order of NationsBank, N.A., the $37,500,000 replacement Revolving Credit Note payable to the order of Well▇ ▇▇▇go Bank (ii) this Sixth Amendment has been duly executed and delivered by Texas), National Association, the Guarantors$33,000,000 replacement Revolving Credit Note payable to the order of Bank One, Texas, N.A., the $16,250,000 replacement Revolving Credit Note payable to the order of The Bank of Tokyo-Mitsubishi, Ltd., the $16,250,000 Revolving Credit Note payable to the order of Chase Texas, and the $9,500,000 Revolving Credit Note payable to the order of Comerica (iii) collectively, the "Revolving Credit Notes"), and this Sixth Amendment and Second Amendment, the Guaranty Credit Agreement, as amended hereby, and the Revolving Credit Notes constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawslaw;
(d) neither the execution, delivery and performance of this Sixth Amendment Second Amendment, the Revolving Credit Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which the Borrower or Organization Documents of any of the GuarantorsSubsidiary is subject, or any indenture, agreement or other instrument to which the Guarantors Borrower or any Subsidiary or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (other than the Board of Directors of the Borrower), is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Second Amendment, the Revolving Credit Notes, or the acknowledgment of this Second Amendment by each Guarantor.
Appears in 1 contract
Sources: Senior Revolving Credit Facility Agreement (Cash America International Inc)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Loan Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct on as of such earlier date;
(b) no event has occurred and is then continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full limited liability company power and authority to execute and deliver this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment and the Guaranty Loan Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or and the Guaranty Loan Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization (i) the Organizational Documents of Borrower or any of the GuarantorsGuarantor, (ii) any provision or law, statute, rule or regulation applicable to Borrower or any Guarantor, or (iii) any indenture, agreement or other instrument material contract restriction to which the Guarantors Borrower or any Guarantor or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for (i) the execution, delivery or performance by Borrower or any of the Guarantors of this Sixth Amendment or (ii) the execution by Borrower and each Guarantor of this Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments provided in the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct other than as listed on such earlier dateSCHEDULE 1 hereto;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor Borrower has full power and authority to execute and deliver this Sixth First Amendment and to perform this First Amendment and the Credit Agreement, as amended by this First Amendment, (ii) the execution and delivery of this Sixth First Amendment and the performance of this First Amendment and the Credit Agreement, as amended by this First Amendment, has been duly executed and delivered authorized by the Guarantorsall corporate action of each Borrower, and (iii) this Sixth First Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beeach Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the executionexecution and delivery of this First Amendment, delivery and or the performance of this Sixth First Amendment or the Guaranty Credit Agreement, as amended herebyby this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Applicable Law to which any Borrower or Organization Documents of any of the Guarantors, their respective Subsidiaries is subject or any indenture, agreement or other instrument to which the Guarantors any Borrower or any of their respective Subsidiaries or any of their respective property is subject, except to the extent that any such contravention or conflict could not reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, consent or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained Person, is required for the execution, (i) execution and delivery of this First Amendment or performance by any the Borrowers of this First Amendment and the Credit Agreement, as amended by this First Amendment, or (ii) acknowledgment of this First Amendment by each of the Guarantors of this Sixth AmendmentSubordinated Creditors (as defined in the Subordination Agreement).
Appears in 1 contract
Sources: Credit Agreement (Power One Inc)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Fifth Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, except that to the extent that such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.05 of the Credit Agreement shall be qualified by reference to the absence of footnotes and shall be subject to normal year-end audit adjustments;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fifth Amendment, (ii) this Sixth Fifth Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Fifth Amendment and the Guaranty Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable against the Borrower in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Agreement, as amended herebyFifth Amendment, nor the consummation of any transactions contemplated herein or thereinherein, will conflict with any Law (i) the certificate or Organization Documents articles of any incorporation or the applicable constituent documents or bylaws of the GuarantorsBorrower or its Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Fifth Amendment or (ii) the acknowledgement by each Guarantor of this Fifth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Seventh Amendment:
(a) the representations and warranties of the Borrower and each other Loan Party contained in the Guaranty Agreement Article II, Article V and the each other Loan Documents Document, or which are contained in any document that has been furnished under or in connection herewith or therewith, are (i) with respect to representations and warranties that contain a materiality qualification, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct on in all material respects, and as of the date hereof as made on and as of such dateexcept that for purposes hereof, except (x) to the extent that Administrative Agent has been previously notified of any changes in the facts on which such representations and warranties specifically were based in a certificate delivered to Administrative Agent pursuant to Section 6.02(b) of the Credit Agreement, (y) the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (z) any representation and warranty that by its terms is made only as of an earlier date, in which case they shall be is true and correct on in all material respects (or in the case of such representations and warranties that are subject to a materiality qualification, in all respects) as of such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Defaultexists;
(i) the Borrower and each Guarantor has full power and authority to execute and deliver this Sixth Seventh Amendment, (ii) this Sixth Seventh Amendment has been duly executed and delivered by the Guarantors, Borrower and each Guarantor and (iii) this Sixth Seventh Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower and each Guarantor, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Seventh Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will (i) conflict with any Law or Organization Documents of the Borrower or any Guarantor, (ii) violate any Applicable Law applicable to the Borrower or any Guarantor in any material respect (other than failures to obtain governmental authorizations, make filings or provide notices, etc. which do not violate Section 5.03 of the GuarantorsCredit Agreement), or (iii) conflict with any indenture, agreement or other instrument Contractual Obligation to which the Guarantors Borrower or a Guarantor is a party or affecting the Borrower, any Guarantor or the properties of the Borrower or any of its Subsidiaries or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower, any Guarantor or their respective property is subject, except in each case referred to in this clause (iii) for such violations, breaches and defaults that, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by (i) the Borrower as a condition to the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Seventh Amendment or (ii) any Guarantor as a condition to the acknowledgement by any Guarantor of this Seventh Amendment.
Appears in 1 contract
Sources: Credit Agreement (Team Inc)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors represents Borrowers represent and warrants warrant that, as of the date hereofhereof and after giving effect to the amendment set forth in the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof as made on and as of such datehereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct on in all respects) as of such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor has the Borrowers have full power and authority to execute and deliver this Sixth First Amendment, (ii) and this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth First Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrowers, enforceable against the Borrowers in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsLaws;
(d) neither the execution, delivery and performance of this Sixth First Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions transaction contemplated herein or therein, will conflict with any Law or Organization Documents of any Document of the GuarantorsBorrowers, or any indenture, agreement or other instrument to which the Guarantors Borrowers or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person (not previously obtained already obtained), is required for the execution, delivery or performance by any of the Guarantors Borrowers of this Sixth First Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments provided in the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is its continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Second Amendment and the Notes (as defined in Section 3(c) of this Second Amendment) and to perform this Second Amendment, (ii) the Notes and the Credit Agreement, as amended by this Sixth Second Amendment, the execution and delivery of this Second Amendment and the Notes and the performance of this Second Amendment, the Notes and the Credit Agreement, as amended by this Second Amendment, has been duly executed and delivered authorized by all corporate action of the GuarantorsBorrower, and (iii) this Sixth Amendment Second Amendment, the Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the executionexecution and delivery of this Second Amendment and the Notes, delivery and or the performance of this Sixth Amendment Second Amendment, the Notes or the Guaranty Credit Agreement, as amended herebyby this Second Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Applicable Law to which the Borrower or Organization Documents of any of the Guarantors, its Subsidiaries is subject or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject, except to the extent that any such contravention or conflict could not reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, consent or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained Person, is required for the execution, (i) execution and delivery of this Second Amendment and the Notes or performance by any of the Guarantors Borrower of this Sixth Second Amendment, the Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) acknowledgment of this Second Amendment by PEI or PUM.
Appears in 1 contract
Sources: Credit Agreement (Power One Inc)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties of the Borrower contained in Article V of the Guaranty Credit Agreement and the or any other Loan Documents Document (other than the representation and warranty set forth in Section 5.05(c) of the Credit Agreement), or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof First Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment, as if such representations and warranties were being made on and as of such datethe First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that for purposes of Section 4.02 of the Credit Agreement, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has the full power and authority to execute and deliver this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the a legal, valid and binding obligations obligation of the Guarantors, as the case may beBorrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought;
(d) neither the execution, delivery and performance of this Sixth Amendment or and the Guaranty Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with any Law or Organization Documents not (a) contravene the terms of any of the GuarantorsBorrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any indentureLien under, agreement or other instrument require any payment to be made under (i) any Contractual Obligation to which the Guarantors Borrower is a party or affecting the Borrower or the properties of the Borrower or any of their respective its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any applicable law to which the Borrower is subject, except in each case referred to in subsections (b) and (c) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for in connection with the execution, delivery or performance by any of by, the Guarantors Borrower of this Sixth AmendmentAmendment or any other Loan Document other than those already obtained or performed.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendment contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement (other than those representations and warranties that specifically relate to an earlier date) and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full corporate power and authority to execute and deliver this Sixth Fourth Amendment, (ii) and this Sixth Fourth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Amendment and the Guaranty Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Fourth Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law material Applicable Law, the articles of incorporation, bylaws or Organization Documents other governance document of the Borrower or any of the Guarantorsits Subsidiaries, or any material indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; andmay be bound;
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (other than the Board of Directors of the Borrower or any Guarantor), is required for the execution, delivery or performance by the Borrower of this Fourth Amendment or the acknowledgment of this Fourth Amendment by any Guarantor other than (i) those approvals and consents already obtained, and (ii) consents under immaterial contractual obligations; and
(f) the total amount of Indebtedness which may be outstanding under the Credit Agreement as a result of any increase in the Revolving Credit Commitment pursuant to Section 2.17 of the Guarantors of this Sixth AmendmentCredit Agreement will at all times be "Permitted Indebtedness" as such term is defined in the Senior Subordinated Notes Indenture.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Seventh Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, except that to the extent that such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.05 of the Credit Agreement shall be qualified by reference to the absence of footnotes and shall be subject to normal year-end audit adjustments;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth AmendmentSeventh Amendment and the replacement Revolving Loan Note for each Lender in the amount of each Lender’s Commitment as in effect after giving effect to this Seventh Amendment (collectively, the “Replacement Revolving Loan Notes”), (ii) this Sixth Seventh Amendment has and the Replacement Revolving Loan Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Seventh Amendment and the Guaranty Agreement, as amended hereby, Replacement Revolving Loan Notes constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or Seventh Amendment, the Guaranty Agreement, as amended herebyReplacement Revolving Loan Notes, nor the consummation of any transactions contemplated herein or thereinherein, will conflict with any Law (i) the certificate or Organization Documents articles of any incorporation or the applicable constituent documents or bylaws of the GuarantorsBorrower or its Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Seventh Amendment or the Replacement Revolving Loan Notes, or (ii) the acknowledgement by each Guarantor of this Seventh Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date, except date (unless stated to the extent that such representations and warranties specifically refer relate solely to an earlier date, in which case they such representations and warranties shall be true and correct on in all material respects as of such earlier date);
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth First Amendment, the Revolving Loan Note payable to the order of each New Lender in the amount of each New Lender's Revolving Loan Commitment (the "New Notes"), the replacement Revolving Note payable to the order of each Lender in the amount of each Lender's Revolving Loan Commitment as established by this First Amendment, the replacement Swing Line Note payable to the order of the Swing Line Lender in the amount of the Swing Line Loan Commitment as increased by this First Amendment (collectively, the "Replacement Notes"), the First Amendment to Borrower Pledge Agreement (such agreement, substantially in the form of Exhibit H hereto, the "Borrower Pledge Amendment") and each other Loan Document to be delivered by it in connection with this First Amendment, (ii) each other Obligor has full power and authority to execute and deliver this Sixth First Amendment, the First Amendment has to Subsidiary Pledge Agreement (such agreement, substantially in the form of Exhibit A hereto, the "Subsidiary Pledge Amendment"), Supplement No. 1 to Subsidiary Guaranty (such agreement, substantially in the form of Exhibit B hereto, "Guaranty Supplement No. 1"), the Subsidiary Security Agreement (such agreement, substantially in the form of Exhibit C hereto, the "Additional Obligor Security Agreement"), the Subsidiary Pledge Agreement (such agreement, substantially in the form of Exhibit D hereto, the "Additional Obligor Pledge Agreement") and the First Amendment to Subsidiary Guaranty (such agreement, substantially in the form of Exhibit E hereto, the "Guaranty Amendment") (the Borrower Pledge Amendment, the Subsidiary Pledge Amendment, Guaranty Supplement No. 1, Additional Obligor Security Agreement, Additional Obligor Pledge Agreement and Guaranty Amendment are, collectively, the "Supplemental Loan Documents") to which it is a party and each other Loan Document to be delivered by it in connection with this First Amendment, (iii) this First Amendment, the New Notes, the Replacement Notes, the Supplemental Loan Documents, and each other Loan Document delivered in connection with this First Amendment have been duly executed and delivered by the GuarantorsBorrower or other Obligor, as the case may be, and (iiiiv) this Sixth First Amendment, the New Notes, the Replacement Notes, the Supplemental Loan Documents, each other Loan Document delivered in connection with this First Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the GuarantorsBorrower or other Obligor, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth First Amendment, the New Notes, the Replacement Notes, the Supplemental Loan Documents, any other Loan Document delivered in connection with this First Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with or contravene (i) any Law or Organization Documents of any Organizational Document of the GuarantorsBorrower or any other Obligor, as the case may be, (ii) any law or governmental regulation or court decree or order binding on or affecting the Borrower or any other Obligor, as the case may be, that could reasonably be expected to have a Material Adverse Effect, or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower or any other Obligor, as the case may be, or any of their respective property is subject, that could reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained or made is required for the (i) due execution, delivery or performance by the Borrower or any of other Obligor, as the Guarantors case may be, of this Sixth First Amendment, the New Notes, the Replacement Notes, the Supplemental Loan Documents, or any other Loan Document delivered in connection with this First Amendment or (ii) the acknowledgment by any Subsidiary Guarantor of this First Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower and Limited represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth AmendmentFourth Amendment and the replacement Revolving Loan Note for the Lender (the “Replacement Note”), (ii) Limited has full power and authority to execute and deliver this Sixth Fourth Amendment, (iii) this Fourth Amendment has and the Replacement Note have been duly executed and delivered by the GuarantorsBorrower and Limited, as applicable, and (iiiiv) this Sixth Amendment Fourth Amendment, the Replacement Note and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the GuarantorsBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Fourth Amendment, the Replacement Note or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower or Limited, or any indenture, agreement or other instrument to which the Guarantors Borrower or Limited or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Fourth Amendment or the Replacement Note, (ii) the execution, delivery or performance by Limited of this Fourth Amendment, or (iii) the acknowledgment by each Guarantor of this Fourth Amendment.
Appears in 1 contract
Sources: Credit Agreement (Helen of Troy LTD)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:hereof (and after giving effect to the waiver provided for in Section 2 of this First Amendment):
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth First Amendment, the replacement Note payable to the order of each Lender whose Commitment has been amended pursuant to this First Amendment (collectively, the "Replacement Notes"), (ii) this Sixth First Amendment has and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment First Amendment, the Replacement Notes, and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws);
(d) neither the execution, delivery and performance of this Sixth Amendment First Amendment, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law Law, except to the extent that such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or Organization Documents of any of the GuarantorsBorrower, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective its property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth First Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Amendment.
Appears in 1 contract
Sources: Credit Agreement (Sonic Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, except that the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Third Amendment, (ii) this Sixth Third Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Third Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Third Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective property is its properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Third Amendment, or (ii) the acknowledgement by each Guarantor of this Third Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each of the Guarantors other Loan Party, as applicable, represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in of the Guaranty Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantorseach Loan Party, and (iii) this Sixth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the each constitutes a legal, valid and binding obligations obligation of the Guarantors, as the case may besuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought;
(d) neither the execution, delivery and performance by each applicable Loan Party of this Sixth Amendment or and the Guaranty Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) contravene any Law or Organization Documents material term of any of the Guarantorssuch Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any indentureLien under, agreement or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which such Person is a party or affecting such Person or the Guarantors properties of such Person or any of their respective its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; andor (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect;
(e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for in connection with the execution, delivery or performance by by, any applicable Loan Party of this Amendment other than those already obtained or performed; and
(f) the Organization Documents of the Guarantors Loan Parties and the resolutions of this Sixth Amendmentsuch Loan Parties attached to the officer's certificate most recently delivered to the Lender have not been modified or rescinded and remain in full force and effect.
Appears in 1 contract
Sources: Credit Agreement (Telephone & Data Systems Inc /De/)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(ai) the representations and warranties contained in the Guaranty Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor Borrower has full power and authority to execute and deliver this Sixth First Amendment, any replacement Note payable to the order of any Lender whose Commitment has been extended pursuant to this First Amendment that has requested such Note, if any (collectively, the “Replacement Notes”), (ii) this Sixth First Amendment has and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment First Amendment, the Replacement Notes, and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective termsthe terms hereof (subject as to enforcement of remedies to any applicable bankruptcy, except as enforceability may be limited by applicable Debtor Relief Laws and by general reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally);
(regardless b) there exists no Event of whether enforcement is sought Default or Default under the Credit Agreement both before and after giving effect to this First Amendment;
(c) the representations and warranties set forth in a proceeding in equity or at law) the Credit Agreement and except as rights other Loan Documents are true and correct on the date hereof both before and after giving effect to indemnity may be limited by federal or state securities lawsthis First Amendment;
(d) the Borrower has complied with all agreements and conditions to be complied with by it under the Credit Agreement and the other Loan Documents by the date hereof;
(e) the Credit Agreement, as amended hereby, and the other Loan Documents remain in full force and effect; and
(f) neither the execution, delivery and performance of this Sixth Amendment First Amendment, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective its property is subject; and
(eg) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth AmendmentFirst Amendment or the Replacement Notes.
Appears in 1 contract
Sources: Credit Agreement (Media General Inc)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) : the representations and warranties contained in the Guaranty Financing Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) ; no event has occurred and is continuing which constitutes a Default or an Event of Default;
; (i) each Guarantor Borrower has full power and authority to execute and deliver this Sixth Fifth Amendment, the Revolving Note payable to the order of each New Lender (collectively, the “New Notes”) and the replacement Revolving Note payable to the order of each Lender whose Commitment has been amended pursuant to this Fifth Amendment (collectively, the “Replacement Notes”), (ii) this Sixth Amendment has Fifth Amendment, the New Notes and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment Fifth Amendment, the New Notes, and the Guaranty Replacement Notes and the Financing Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles principals of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) ; neither the execution, delivery and performance of this Sixth Amendment Fifth Amendment, the New Notes, the Replacement Notes, or the Guaranty Financing Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law law or Organization Documents any articles of incorporation, bylaws or other governing documents of Borrower or any of the GuarantorsGuarantor, or any indenture, agreement or other instrument to which the Guarantors Borrower or any Guarantor or any of their respective property is properties are subject; and
(e) and no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for (i) the execution, delivery or performance by Borrower of this Fifth Amendment, the New Notes or the Replacement Notes or (ii) the acknowledgment by each Guarantor of this Fifth Amendment. Conditions to Effectiveness. This Fifth Amendment shall be effective (and the Applicable Margins set forth in Section 18 of this Fifth Amendment will go into effect notwithstanding anything in the last paragraph thereof to the contrary) upon satisfaction or completion of the following: Agent shall have received counterparts of this Fifth Amendment executed by all Lenders; Agent shall have received counterparts of this Fifth Amendment executed by Borrower and acknowledged by each Guarantor; Agent shall have received a certified resolution of the Board of Directors of Borrower authorizing the execution, delivery and performance of this Fifth Amendment, the New Notes and the Replacement Notes; Agent shall have received an opinion of Borrower’s counsel, in form and substance satisfactory to Agent, with respect to matters set forth in Section 45(c), (d) and (e) of this Fifth Amendment; Agent shall have received a duly executed (i) New Note for each New Lender and (ii) Replacement Note for each Lender whose Commitment is being amended by this Fifth Amendment; Agent shall have received an amendment to the Guaranty executed by the Parent, in form and substance satisfactory to the Agent; Agent shall have received from Borrower in immediately available funds for (i) each Lender whose original commitment amount as set forth in such Lender’s commitment letter to Agent with respect to this Fifth Amendment was less than $25,000,000, an amount equal to the product of (A) 0.125% and (B) the amount of each such Lender’s Commitment (after giving effect to this Fifth Amendment), and (ii) for each Lender whose original commitment amount as set forth in such Lender’s commitment letter to Agent with respect to this Fifth Amendment was equal to or greater than $25,000,000, an amount equal to the product of (A) 0.175% and (B) the amount of each such Lender’s Commitment (after giving effect to this Fifth Amendment); Agent shall have received from Borrower in immediately available funds all other fees and amounts due and payable pursuant to that certain letter, dated November 25, 2003, among Borrower, Agent and Banc of America Securities LLC; Agent shall have received from Borrower a Borrowing Base Report setting forth a certification of Eligible Accounts and Eligible Inventory as of December 31, 2003; and Agent shall have received, in form and substance satisfactory to Agent and its counsel, such other documents, certificates and instruments as Agent shall require. Payments by Lenders. Upon the effectiveness of this Fifth Amendment, each Lender shall, to the extent necessary, make a payment to Agent in an am ount sufficient, upon the application of such payments by all Lenders to the reduction of outstanding Loans held by Lenders, to cause the principal amount of Loans outstanding made by each Lender to be in the amount of its pro rata share (after giving effect to this Fifth Amendment) of all outstanding Loans. Borrower hereby irrevocably authorizes each Lender to fund to Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of the outstanding Loans held by other Lenders. If, as a result of the repayment of Loans provided for in this Section 47, any payment of LIBOR Based Loans occurs on a day which is not the last day of the applicable Interest Period, Borrower will pay to Agent for the benefit of any Lender holding a LIBOR Based Loan any Lender’s Consequential Loss incurred by such Lender resulting therefrom in accordance with paragraph 3.1.4 to the extent a LIBOR Based Loan is paid on other than the last day of an Interest Period as a result thereof. Upon the effective date of this Fifth Amendment, each New Lender and each Lender whose Commitment is increased as a result of this Fifth Amendment, shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding Letter of Credit Liabilities in accordance with its pro rata share (after giving effect to this Fifth Amendment). Addition of New Lenders. The parties hereto agree that the provisions of paragraph 11.9 of the Financing Agreement shall not be applicable to the addition of the New Lenders pursuant to this Fifth Amendment. Each New Lender represents, warrants and acknowledges to Agent as follows: such New Lender confirms that is has received a copy of the Financing Agreement and all amendments thereto, together with copies of the financial statements and other information referred to in paragraphs 7.5 and 7.6 of the Financing Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment; such New Lender will, independently and without reliance upon Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Financing Agreement and the other Loan Documents; such New Lender confirms that it is an Eligible Assignee; such New Lender appoints and authorizes Agent to take such action as agent on its behalf and exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; such New Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; neither Agent nor any Lender has made any representation or warranty or accrued any responsibility with respect to any statements, warranties or representations made in or in connection with this Fifth Amendment or any of the Guarantors Loan Documents or the execution, legality, validity, enforceability or genuineness, sufficiency or value of this Sixth Fifth Amendment or any of the Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and neither Agent nor any Lender has made any representation or warranty or assumed any responsibility with respect to the financial condition or results of operations of any Loan Party or the performance or observance by any Loan Party of its obligations under this Fifth Amendment or under the Loan Documents. Reference to the Financing Agreement. Upon the effectiveness of this Fifth Amendment., each reference in the Financing Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Financing Agreement, as affected and amended hereby. The Financing Agreement, as amended by the amendments referred to above, and the other Loan Documents shall remain in full force and effect and is hereby ratified and confirmed. Further Assurances. Borrower shall execute and deliver such further agreements, documents, instruments, and certificates in form and substance satisfactory to Agent, as Agent or any Lender may deem necessary or appropriate in connection with this Fifth Amendment. No Waiver. Nothing contained in this Fifth Amendment shall be construed as a waiver by Agent or Lenders of any covenants or provisions of the Financing Agreement, the other Loan Documents, this Fifth Amendment, or of any other contract or instrument between Borrower, Agent and/or Lenders, and the failure of Agent or Lenders at any time or times hereafter to require strict performance by Borrower of any provisions thereof shall not waive, affect or diminish any right of Agent or Lenders to thereafter demand strict compliance therewith. Agent and Lenders hereby reserve all rights granted under the Financing Agreement, and the other Loan Documents, this Fifth Amendment and an y other contract or instrument between Borrower, Agent and/or Lenders. Costs, Expenses and Taxes. Borrower agrees to pay on demand all costs and expenses of Agent in connection with the preparation, reproduction, execution and delivery of this Fifth Amendment and the other instruments and documents to be delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for Agent with respect thereto). Guarantor’s Acknowledgment. By signing below, each Guarantor (a) acknowledges, consents and agrees to the execution, delivery and performance by Borrower of this Fifth Amendment, (b) acknowledges and agrees that its obligations in respect of its Guaranty (i) are not released, diminished, waived, modified, impaired or affected in any manner by this Fifth Amendment or any of the provisions contemplated herein and (ii) cover the Commitments as increased by this Fifth Amendment, (c) ratifies and confirms its obligations under its Guaranty, and (d) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty. Execution in Counterparts. This Fifth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Second Amendment, the Revolving Loan Note payable to the order of each New Lender (collectively, the “New Notes”), the replacement Revolving Loan Note payable to the order of each Lender whose Commitment has been amended pursuant to this Second Amendment (collectively, the “Replacement Notes”), the replacement Swing Line Note payable to the order of Swing Line Lender (the “Swing Line Note”), (ii) this Sixth Amendment has Second Amendment, the New Notes, the Replacement Notes and the Swing Line Note have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment Second Amendment, the New Notes, the Replacement Notes, the Swing Line Note and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Second Amendment, the New Notes, the Replacement Notes, the Swing Line Note, the Guaranty or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective property is its properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Second Amendment, the New Notes, the Replacement Notes or the Swing Line Note or (ii) the acknowledgement by each Guarantor of this Second Amendment.
Appears in 1 contract
Sources: Credit Agreement (Meritage Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower and Limited represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Second Amendment, the replacement Revolving Loan Note payable to the order of each Lender in the amount of each Lender’s Commitment as increased by this Second Amendment (the “Replacement Notes”), (ii) Limited has full power and authority to execute and deliver this Sixth Second Amendment, (iii) this Second Amendment has and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower and Limited, as the case may be, and (iiiiv) this Sixth Amendment Second Amendment, the Replacement Notes, and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the GuarantorsBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Second Amendment, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower or Limited, or any indenture, agreement or other instrument to which the Guarantors Borrower or Limited or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of (A) the Guarantors Borrower of this Sixth Second Amendment or the Replacement Notes, and (B) Limited of this Second Amendment or (ii) the acknowledgment by each Guarantor of this Second Amendment.
Appears in 1 contract
Sources: Credit Agreement (Helen of Troy LTD)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Credit Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Second Amendment, the Revolving Credit Note and Seasonal Revolving Credit Note payable to the order of each New Lender (collectively, the "New Notes"), and the replacement Revolving Credit Note and Seasonal Revolving Credit Note for each Lender whose Revolving Credit Commitment and Seasonal Revolving Credit Commitment is being amended by this Second Amendment (collectively, the "Replacement Notes"), (ii) this Sixth Amendment has Second Amendment, the New Notes and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment Second Amendment, the New Notes, the Replacement Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or Second Amendment, the Guaranty New Notes, the Replacement Notes and the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law (i) the certificate or Organization Documents articles of any incorporation or the applicable constituent documents or bylaws of the GuarantorsBorrower or its Subsidiaries, (ii) to Borrower's knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Second Amendment, the New Notes and the Replacement Notes or (ii) the acknowledgement by each Guarantor of this Second Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to this Second Amendment:
(a) the The representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such representations and warranties that are qualified as to materiality or “Material Adverse Effect” are true and correct in all respects) on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, 6446435v.1 25690-675 in which case they shall be true and correct on in all material respects (except that such representations and warranties that are qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except to the extent such representations and warranties have been supplemented to the extent permitted by the Credit Agreement;
(b) no No event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor The Borrower has full power and authority to execute and deliver this Sixth Second Amendment, (ii) this Sixth Second Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Second Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither Neither the execution, delivery and performance of this Sixth Second Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or the Guarantor, (ii) any Law applicable to the Borrower or Organization Documents of any of the Guarantors, Guarantor or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Guarantor or any of their respective property is properties are subject; and
(e) no No authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Second Amendment or (ii) the acknowledgement by the Guarantor of this Second Amendment.
Appears in 1 contract
Sources: Credit Agreement (Encore Wire Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower and Limited represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth AmendmentThird Amendment and the replacement Revolving Loan Note payable to the order of each Lender in the amount of each Lender whose Commitment is increased by this Third Amendment (the “Replacement Notes”), (ii) Limited has full power and authority to execute and deliver this Sixth Third Amendment, (iii) this Third Amendment has and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower and Limited, as the case may be, and (iiiiv) this Sixth Amendment Third Amendment, the Replacement Notes, and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the GuarantorsBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Third Amendment, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower or Limited, or any indenture, agreement or other instrument to which the Guarantors Borrower or Limited or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of (A) the Guarantors Borrower of this Sixth Third Amendment or the Replacement Notes, and (B) Limited of this Third Amendment or (ii) the acknowledgment by each Guarantor of this Third Amendment.
Appears in 1 contract
Sources: Credit Agreement (Helen of Troy LTD)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth First Amendment, the Committed Loan Note payable to the order of Bank One (the "Bank One Note"), and the replacement Committed Loan Note payable to the order of each Lender whose Commitment has been amended pursuant to this First Amendment (collectively, the "Replacement Notes"), (ii) this Sixth Amendment has First Amendment, Bank One Note and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment First Amendment, Bank One Note, the Replacement Notes, and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment First Amendment, Bank One Note, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective its property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth First Amendment, the Bank One Note or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, ; except to as otherwise expressly provided in Section 4.2 of the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier dateCredit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default, it being understood that by execution of a counterpart hereof, each Lender waives all Defaults or Events of Default arising under Sections 7.11, 7.12, 7.13 and 7.19 as of September 30, 1999 or for any date or period prior to such date and under Section 6.1(a) with respect to the monthly statements for the months of July, 1999 and August, 1999;
(ic) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fourth Amendment, (ii) and this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Fourth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the Guarantors, or any indenture, agreement or other instrument to which the Guarantors or any of their respective property is subject; and
(ed) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower), is required that has not been obtained for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Fourth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each of the Guarantors other Loan Party, as applicable, represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in of the Guaranty Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date, after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantorseach Loan Party, and (iii) this Sixth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the a legal, valid and binding obligations obligation of the Guarantors, as the case may besuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought;
(d) neither the execution, delivery and performance by each applicable Loan Party of this Sixth Amendment or and the Guaranty Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) contravene any Law or Organization Documents material term of any of the Guarantorssuch Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any indentureLien under, agreement or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which such Person is a party or affecting such Person or the Guarantors properties of such Person or any of their respective its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for in connection with the execution, delivery or performance by by, any of the Guarantors applicable Loan Party of this Sixth AmendmentAmendment other than those already obtained or performed.
Appears in 1 contract
Sources: Credit Agreement (Telephone & Data Systems Inc /De/)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower and Limited represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Second Amendment, (ii) Limited has full power and authority to execute and deliver this Sixth Second Amendment, (iii) this Second Amendment has been duly executed and delivered by the GuarantorsBorrower and Limited, and (iiiiv) this Sixth Second Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the GuarantorsBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Second Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower or Limited, or any indenture, agreement or other instrument to which the Guarantors Borrower or Limited or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower or Limited of this Sixth Second Amendment or (ii) the acknowledgment by each Guarantor of this Second Amendment.
Appears in 1 contract
Sources: Credit Agreement (Helen of Troy LTD)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the limited waiver set forth in Section 1 above:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fourth Amendment, (ii) this Sixth Fourth Amendment has been duly executed and delivered by the Guarantors, Borrower and (iii) this Sixth Amendment Fourth Amendment, and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Fourth Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law or Organization Documents of the Borrower or its Subsidiaries, (ii) any of Law applicable to the Guarantors, Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument Contractual Obligation to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is necessary or required for in connection with (i) the execution, delivery or performance by any of by, or enforcement against, the Guarantors Borrower of this Sixth Fourth Amendment or (ii) the acknowledgement by each Guarantor of this Fourth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1 and the waiver contemplated by the foregoing Section 2:
(a1) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b2) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i3) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fourth Amendment, (ii) and the Credit Agreement, as amended hereby, the execution, delivery and performance of this Sixth Fourth Amendment and the Credit Agreement, as amended hereby, has been duly executed and delivered authorized by all corporate action of the GuarantorsBorrower, and (iii) this Sixth Fourth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d4) neither the execution, delivery and performance of this Sixth Fourth Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law law, rule or Organization Documents of regulation to which the Borrower or any of the Guarantorsits Subsidiaries is subject, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; and
(e5) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower or any Guarantor), is required for the (i) execution, delivery or performance by any of the Guarantors Borrower of this Sixth AmendmentFourth Amendment and the Credit Agreement, as amended hereby, or (ii) acknowledgment of this Fourth Amendment by each Guarantor.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Fourth Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that 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 financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fourth Amendment, (ii) this Sixth Fourth Amendment has been duly executed and delivered by the Guarantors, Borrower and (iii) this Sixth Fourth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Fourth Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law or Organization Documents of the Borrower or its Subsidiaries, (ii) to Borrower’s knowledge, any of Law applicable to the Guarantors, Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Fourth Amendment or (ii) the acknowledgement by each Guarantor of this Fourth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each of the Guarantors other Loan Party, as applicable, represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in of the Guaranty Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantorseach Loan Party, and (iii) this Sixth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the a legal, valid and binding obligations obligation of the Guarantors, as the case may besuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought;
(d) neither the execution, delivery and performance by each applicable Loan Party of this Sixth Amendment or and the Guaranty Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) contravene any Law or Organization Documents material term of any of the Guarantorssuch Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any indentureLien under, agreement or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which such Person is a party or affecting such Person or the Guarantors properties of such Person or any of their respective its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for in connection with the execution, delivery or performance by by, any of the Guarantors applicable Loan Party of this Sixth AmendmentAmendment other than those already obtained or performed.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, ,as of the date hereofhereof and after giving effect to the amendments provided in the foregoing Section 1 and the consent provided in the foregoing Section 2:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute execute, deliver and deliver perform this Sixth First Amendment, the Notes (iias defined in Section 4(c) of this Sixth Amendment First Amendment), the Amended Collateral Documents (as defined in Section 4(d) of this First Amendment) and the Credit Agreement, as amended by this First Amendment, the execution, delivery and performance of this First Amendment, the Notes, the Amended Collateral Documents, and the Credit Agreement, as amended by this First Amendment, has been duly executed and delivered authorized by all corporate action of the GuarantorsBorrower, and (iii) this Sixth Amendment First Amendment, the Notes, the Amended Collateral Documents, and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment First Amendment, the Notes, the Amended Collateral Documents, or the Guaranty Credit Agreement, as amended herebyby this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law to which the Borrower or Organization Documents of any of the Guarantors, its Subsidiaries is subject or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, consent, consent or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained Person, is required for the (i) execution, delivery or performance by any of the Guarantors Borrower of this Sixth First Amendment, the Notes, the Amended Collateral Documents, and the Credit Agreement, as amended by this First Amendment, or (ii) acknowledgement of this First Amendment by PEI or PUM.
Appears in 1 contract
Sources: Credit Agreement (Power One Inc)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Sixth Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, except that to the extent that such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.05 of the Credit Agreement shall be qualified by reference to the absence of footnotes and shall be subject to normal year-end audit adjustments;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment and the Guaranty Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable against the Borrower in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Agreement, as amended herebyAmendment, nor the consummation of any transactions contemplated herein or thereinherein, will conflict with any Law (i) the certificate or Organization Documents articles of any incorporation or the applicable constituent documents or bylaws of the GuarantorsBorrower or its Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) and no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by any the Borrower of this Sixth Amendment or (ii) the Guarantors acknowledgement by each Guarantor of this Sixth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and both before and immediately after giving effect to this Third Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth AmendmentThird Amendment and each Revolving Credit Note in the amount of each Lender’s Revolving Credit Commitment after giving effect to this Third Amendment (the “New Revolving Loan Notes”), (ii) this Sixth Third Amendment has and the New Revolving Loan Notes have been duly executed and delivered by the Guarantors, Borrower and (iii) this Sixth Amendment Third Amendment, the New Revolving Loan Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Third Amendment, the New Revolving Loan Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law or Organization Documents of the Borrower or its Subsidiaries, (ii) any of Law applicable to the Guarantors, Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument Contractual Obligation to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is necessary or required for in connection with (i) the execution, delivery or performance by any of by, or enforcement against, the Guarantors Borrower of this Sixth Third Amendment and the New Revolving Loan Notes or (ii) the acknowledgement by each Guarantor of this Third Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Company represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Loan Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor Company has full power and authority to execute and deliver this Sixth Fourth Amendment, the $40,000,000 Note payable to the order of NationsBank of Texas, N.A. in the form of Exhibit A hereto (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors"NationsBank Note"), the $30,000,000 Note payable to the order of Bank of America-Texas, N.A. in the form of Exhibit B hereto (the "Bank of America Note"), the $15,000,000 Note payable to the order of Comerica Bank-Texas in the form of Exhibit C hereto (the, "Comerica Note"), and the $15,000,000 Note payable to the order of The Bank of Tokyo-Mitsubishi, Ltd. in the form of Exhibit D hereto (iiithe "Bank of Tokyo Note") this Sixth Amendment (the NationsBank Note, the Bank of America Note, the Comerica Note and the Guaranty Bank of Tokyo Note are collectively referred to herein as the "Notes"), and this Fourth Amendment, the Loan Agreement, as amended hereby, and the Notes constitute the legal, valid and binding obligations of the Guarantors, as the case may beCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawslaw;
(d) neither the execution, delivery and performance of this Sixth Amendment Fourth Amendment, the Notes or the Guaranty Loan Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or Organization Documents of any of the GuarantorsSubsidiary is subject, or any indenture, agreement or other instrument to which the Guarantors Company or any Subsidiary or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (other than the Board of Directors of Company), is required for the execution, delivery or performance by any of the Guarantors Company of this Sixth AmendmentFourth Amendment or the Notes or the acknowledgement of this Fourth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor").
Appears in 1 contract
Sources: Loan Agreement (Elcor Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Guarantee Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor has full power and authority to execute and deliver this Sixth First Amendment, (ii) Limited has full power and authority to execute and deliver this Sixth First Amendment, (iii) this First Amendment has been duly executed and delivered by the Guarantors, and (iiiiv) this Sixth First Amendment and the Guaranty Guarantee Agreement, as amended hereby, constitute the legal, valid and binding obligations of the GuarantorsBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth First Amendment or the Guaranty Guarantee Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower or Limited, or any indenture, agreement or other instrument to which the Guarantors Borrower or Limited or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors of this Sixth First Amendment or (ii) the acknowledgment by each Borrower of this First Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereofof this Agreement, each of the Guarantors Borrower represents and warrants that, as of the date hereofLimited Waiver Agreement Effective Date:
(a) other than the representations and warranties with respect to the previously delivered financial statements for Fiscal Year 2014, the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to the extent that such representations and warranties specifically refer to an earlier dateMaterial Adverse Effect, in which case they such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date);
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default, except for the Known Existing Events of Default and the Anticipated Events of Default;
(i) the Borrower and each Guarantor other Credit Party has full power and authority to execute and deliver this Sixth AmendmentAgreement, (ii) this Sixth Amendment Agreement has been duly executed and delivered by the GuarantorsBorrower and each other Credit Party, and (iii) each of this Sixth Amendment and Agreement, the Guaranty Credit Agreement, as amended herebyby this Agreement, constitute and the other Loan Documents, as amended by this Agreement, constitutes the legal, valid and binding obligations of the GuarantorsBorrower and the other Credit Parties party thereto, enforceable against the Borrower or such Credit Party, as the case may beapplicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and by general principles the availability of equity (equitable remedies, regardless of whether enforcement is sought considered in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or thereinherein, will conflict with any Law with, result in a breach of or Organization Documents of any of the Guarantors, or constitute a default under any indenture, agreement or other instrument to which the Guarantors Borrower or any other Credit Party is a party or by which any of their respective property is subjectits properties may be bound or any Governmental Approval relating to the Borrower or to any Credit Party, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously already obtained (including the Board of Directors (or other similar governing body) of the Borrower and of each other Credit Party) is required for the execution, delivery or performance by any of the Guarantors of this Sixth AmendmentAgreement by the Borrower and the other Credit Parties.
Appears in 1 contract
Sources: Credit Agreement (Global Power Equipment Group Inc.)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Loan Party represents and warrants that, as of the date hereof:
(a) the representations and warranties of the Loan Parties contained in Article V of the Guaranty Credit Agreement and the or any other Loan Documents Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof Second Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Second Amendment as if such representations and warranties were being made on and as of such datethe Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Sixth Second Amendment, (ii) this Sixth Second Amendment has been duly executed and delivered by the Guarantorseach Loan Party, and (iii) this Sixth Second Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the a legal, valid and binding obligations obligation of the Guarantors, as the case may besuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought;
(d) neither the execution, delivery and performance of this Sixth Second Amendment or and the Guaranty Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) contravene any Law or Organization Documents material term of any of the Guarantorssuch Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any indentureLien under, agreement or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which such Person is a party or affecting such Person or the Guarantors properties of such Person or any of their respective its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; andor (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect;
(e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for in connection with the execution, delivery or performance by by, any Loan Party of this Second Amendment other than those already obtained or performed; and
(f) the Organization Documents of the Guarantors Loan Parties and the resolutions of this Sixth Amendmentsuch Loan Parties attached to the officer's certificate most recently delivered to the Administrative Agent have not been modified or rescinded and remain in full force and effect.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement (other than with respect to Section 4.5 of the Credit Agreement as a result of that certain Loan and the other Loan Documents Security Agreement, Security Agreement in Copyrighted Works and Patent and Trademark Security Agreement, each dated March 26, 1997, with Greyrock Business Credit, a division of NationsCredit Commercial Corporation) are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Second Amendment and the Guaranty Replacement Note, and this Second Amendment, the Replacement Note, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Second Amendment, the Replacement Note or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions transaction contemplated herein or therein, will conflict with any Law law, rule or Organization Documents of any of regulation to which the GuarantorsBorrower is subject, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective its property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person (including any partner of the Guarantor) not previously already obtained is required for the execution, delivery or performance by any (i) the Borrower of this Second Amendment or (ii) the Guarantor of the Guarantors of this Sixth AmendmentGuaranty Agreement.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendment contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement (other than those representations and warranties that specifically relate to an earlier date) and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full corporate power and authority to execute and deliver this Sixth Second Amendment, (ii) and this Sixth Second Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Amendment and the Guaranty Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Second Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law material Applicable Law, the articles of incorporation, bylaws or Organization Documents other governance document of the Borrower or any of the Guarantorsits Subsidiaries, or any material indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subjectmay be bound; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower or any Guarantor), is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth AmendmentSecond Amendment or the acknowledgment of this Second Amendment by any Guarantor other than (i) those approvals and consents already obtained, and (ii) consents under immaterial contractual obligations.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Sixth Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that 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 financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Amendment, (ii) this Sixth Amendment Amendment, has been duly executed and delivered by the Guarantors, Borrower and (iii) this Sixth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law or Organization Documents of the Borrower or its Subsidiaries, (ii) to Borrower’s knowledge, any of Law applicable to the Guarantors, Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by any the Borrower of this Sixth Amendment or (ii) the Guarantors acknowledgement by each Guarantor of this Sixth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to this Fourth Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fourth Amendment, (ii) this Sixth Fourth Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Fourth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Fourth Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or the Guarantor, (ii) any Law applicable to the Borrower or Organization Documents of any of the Guarantors, Guarantor or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Guarantor or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Fourth Amendment or (ii) the acknowledgement by the Guarantor of this Fourth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and after giving effect to the increase in the Revolving Credit Facility provided for in this Third Amendment, and immediately after giving effect to this Third Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that 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 financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver (A) this Sixth Third Amendment, (B) the Revolving Loan Notes payable to Bank of America, Regions Bank, Compass Bank, N.A., and BOKF, N.A. dba Bank of Texas in the amounts of their respective Revolving Credit Commitments as increased by this Third Amendment (collectively, the “Replacement Notes”) and (C) a Term Loan Note and Revolving Credit Note each payable to JPMorgan Chase Bank, N.A. (collectively, the “New Notes”), (ii) this Sixth Amendment has Third Amendment, the Replacement Notes and the New Notes have been duly executed and delivered by the Guarantors, Borrower and (iii) this Sixth Amendment Third Amendment, the Replacement Notes, the New Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Third Amendment, the Replacement Notes, the New Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law or Organization Documents of the Borrower or its Subsidiaries, (ii) to Borrower's knowledge, any of Law applicable to the Guarantors, Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Third Amendment, the Replacement Notes or the New Notes, or (ii) the acknowledgement by each Guarantor of this Third Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Credit Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth AmendmentFirst Amendment and each Seasonal Revolving Credit Note payable to each Seasonal Revolving Credit Lender whose Seasonal Revolving Credit Commitment is being increased during the Seasonal Revolving Credit Commitment Increase Period (“Replacement Note”), (ii) this Sixth First Amendment has and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment First Amendment, the Replacement Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or First Amendment, the Guaranty Replacement Notes and the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law (i) the certificate or Organization Documents articles of any incorporation or the applicable constituent documents or bylaws of the GuarantorsBorrower or its Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth First Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this First Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower and Limited represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Third Amendment, (ii) Limited has full power and authority to execute and deliver this Sixth Third Amendment, (iii) this Third Amendment has been duly executed and delivered by the GuarantorsBorrower and Limited, and (iiiiv) this Sixth Third Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the GuarantorsBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Third Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower or Limited, or any indenture, agreement or other instrument to which the Guarantors Borrower or Limited or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower or Limited of this Sixth Third Amendment or (ii) the acknowledgment by each Guarantor of this Third Amendment.
Appears in 1 contract
Sources: Credit Agreement (Helen of Troy LTD)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Fourth Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, except that to the extent that such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.05 of the Credit Agreement shall be qualified by reference to the absence of footnotes and shall be subject to normal year-end audit adjustments;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fourth Amendment, (ii) this Sixth Fourth Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Fourth Amendment and the Guaranty Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable against the Borrower in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Agreement, as amended herebyFourth Amendment, nor the consummation of any transactions contemplated herein or thereinherein, will conflict with any Law (i) the certificate or Organization Documents articles of any incorporation or the applicable constituent documents or bylaws of the GuarantorsBorrower or its Subsidiaries, (ii)to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Fourth Amendment or (ii) the acknowledgement by each Guarantor of this Fourth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each of the Guarantors other Loan Party, as applicable, represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in of the Guaranty Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantorseach Loan Party, and (iii) this Sixth Amendment and the Guaranty Agreement, as amended hereby, constitute the Credit Agreement each constitutes a legal, valid and binding obligations obligation of the Guarantors, as the case may besuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought;
(d) neither the execution, delivery and performance by each applicable Loan Party of this Sixth Amendment or and the Guaranty Agreement, as amended hereby, nor Credit Agreement and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) contravene any Law or Organization Documents material term of any of the Guarantorssuch Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any indentureLien under, agreement or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which such Person is a party or affecting such Person or the Guarantors properties of such Person or any of their respective its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for in connection with the execution, delivery or performance by by, any of the Guarantors applicable Loan Party of this Sixth AmendmentAmendment other than those already obtained or performed.
Appears in 1 contract
Sources: Credit Agreement (Telephone & Data Systems Inc /De/)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Credit Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Second Amendment, each Revolving Credit Note payable to each Lender whose Revolving Credit Commitment is being increased and each Seasonal Revolving Credit Note payable to each Seasonal Revolving Credit Lender whose Seasonal Revolving Credit Commitment is being increased (collectively, the “Replacement Notes”) and the Revolving Credit Note payable to each New Lender and the Seasonal Revolving Credit Note payable to each New Lender who is a Seasonal Revolving Credit Lender (collectively, the “New Notes”), (ii) this Sixth Amendment has Second Amendment, the Replacement Notes and the New Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment Second Amendment, the Replacement Notes, the New Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Second Amendment, the Replacement Notes, the New Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law (i) the certificate or Organization Documents articles of any incorporation or the applicable constituent documents or bylaws of the GuarantorsBorrower or its Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Second Amendment, the Replacement Notes, or the New Notes or (ii) the acknowledgement by each Guarantor of this Second Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to this Third Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth AmendmentThird Amendment and each replacement Revolving Loan Note payable to the order of each Lender (collectively, the “Replacement Notes”), (ii) this Sixth Third Amendment has and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment Third Amendment, the Replacement Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Third Amendment, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or the Guarantor, (ii) any Law applicable to the Borrower or Organization Documents of any of the Guarantors, Guarantor or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Guarantor or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Third Amendment or the Replacement Notes or (ii) the acknowledgement by the Guarantor of this Third Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Loan Party represents and warrants that, as of the date hereof:
(a) the representations and warranties of the Loan Parties contained in Article V of the Guaranty Credit Agreement and the or any other Loan Documents Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantorseach Loan Party, and (iii) this Sixth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the a legal, valid and binding obligations obligation of the Guarantors, as the case may besuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought;
(d) neither the execution, delivery and performance of this Sixth Amendment or and the Guaranty Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) contravene any Law or Organization Documents material term of any of the Guarantorssuch Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any indentureLien under, agreement or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which such Person is a party or affecting such Person or the Guarantors properties of such Person or any of their respective its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; andor (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect;
(e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for in connection with the execution, delivery or performance by by, any Loan Party of this Amendment other than those already obtained or performed; and
(f) the Organization Documents of the Guarantors Loan Parties and the resolutions of this Sixth Amendmentsuch Loan Parties attached to the officer’s certificate most recently delivered to the Administrative Agent have not been modified or rescinded and remain in full force and effect.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor of the Borrower and TMK has full power and authority to execute and deliver this Sixth First Amendment, (ii) this Sixth First Amendment has been duly executed and delivered by each of the GuarantorsBorrower and TMK, and (iii) this Sixth First Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of each of the Guarantors, as the case may beBorrower and TMK, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth First Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower or TMK, or any indenture, agreement or other instrument to which the Guarantors Borrower or TMK or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for the execution, delivery or performance by any of the Guarantors Borrower or TMK of this Sixth First Amendment.
Appears in 1 contract
Sources: Credit Agreement (Torchmark Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Amendment, the Revolving Loan Note payable to the order of KeyBank (the “KeyBank Note”), the replacement Revolving Loan Note payable to the order of each Lender whose Commitment has been amended pursuant to this Sixth Amendment (the “Replacement Notes”), (ii) this Sixth Amendment has Amendment, the KeyBank Note and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment Amendment, the KeyBank Note, the Replacement Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Amendment, the KeyBank Note, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously already obtained (including the Board of Directors (or other similar governing body) of the Borrower or any Guarantor) is required for (i) the execution, delivery or performance by any the Borrower of this Sixth Amendment, the Guarantors KeyBank Note or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this Sixth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
hereof and after giving effect to the amendments contemplated by the foregoing Section 1 and the effectiveness of the First Amendments to the Note Agreements (a) as defined in the Intercreditor Agreement), as amended: the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) ; no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor ; Borrower has full power and authority to execute and deliver this Sixth Third Amendment, (ii) and this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Third Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) ; neither the execution, delivery and performance of this Sixth Third Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Borrower or Organization Documents of any of the Guarantorsits Subsidiaries is subject, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (other than the Board of Directors of the Borrower and the Guarantors), is required for the execution, delivery or performance by any of the Guarantors (i) Borrower of this Sixth AmendmentThird Amendment or (ii) the acknowledgment of this Third Amendment by each Guarantor; and each Material Domestic Subsidiary has executed a Subsidiary Guaranty.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, after taking into account the effectiveness of this Third Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Third Amendment, the replacement Amortizing Loan Notes for each Lender (the "Replacement Amortizing Loan Notes"), the replacement Revolving Loan Notes for each Lender (the "Replacement Revolving Loan Notes") (collectively, the "Replacement Notes"), (ii) this Sixth Third Amendment has and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Third Amendment and the Guaranty Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Third Amendment, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any organizational documents of the GuarantorsBorrower, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective its property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth AmendmentThird Amendment or the Replacement Notes.
Appears in 1 contract
Sources: Credit Agreement (Dynamex Inc)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of that after giving effect to the date hereofamendments contemplated by the foregoing Section 1 and the waiver contemplated by the foregoing Section 2:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as though made on and as of such date, except to the extent that any such representations and warranties specifically refer representation or warranty relates expressly to an earlier date, a specified date or is no longer correct because of a change in which case they shall be true and correct on such earlier datecircumstances permitted by the Loan Documents;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor Borrower has full power and authority to execute and deliver this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Fourth Amendment and the Guaranty Credit Agreement, as amended hereby, and this Fourth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Fourth Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or thereinby this Fourth Amendment, will contravene or conflict with any Law to which Borrower or Organization Documents of any of the Guarantors, its Subsidiaries is subject or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority Tribunal or other Person not previously obtained Person, is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth AmendmentFourth Amendment or the acknowledgment of this Fourth Amendment by any Guarantor.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1 and the agreements set forth in the foregoing Sections 2 and 3:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Second Amendment, (ii) and the Credit Agreement, as amended hereby, the execution, delivery and performance of this Sixth Second Amendment and the Credit Agreement, as amended hereby, has been duly executed and delivered authorized by all corporate action of the GuarantorsBorrower, and (iii) this Sixth Second Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Second Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law law, rule or Organization Documents of regulation to which the Borrower or any of the Guarantorsits Subsidiaries is subject, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower or any Guarantor), is required for the (i) execution, delivery or performance by any of the Guarantors Borrower of this Sixth AmendmentSecond Amendment and the Credit Agreement, as amended hereby, or (ii) acknowledgement of this Second Amendment by each Guarantor.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Second Amendment, each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this Second Amendment (collectively, the “Replacement Notes”), (ii) this Sixth Second Amendment has and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment Second Amendment, the Replacement Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Second Amendment, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any Guarantor, (ii) any Law applicable to the Borrower or Organization Documents of any of the Guarantors, Guarantor or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, any Guarantor or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Second Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this Second Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor of the Borrower and TMK has full power and authority to execute and deliver this Sixth Fifth Amendment, (ii) this Sixth Fifth Amendment has been duly executed and delivered by each of the GuarantorsBorrower and TMK, and (iii) this Sixth Fifth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of each of the Guarantors, as the case may be, Borrower and TMK enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Fifth Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower or TMK, or any indenture, agreement or other instrument to which the Guarantors Borrower or TMK or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for the execution, delivery or performance by any of the Guarantors Borrower or TMK of this Sixth Fifth Amendment.
Appears in 1 contract
Sources: Credit Agreement (Torchmark Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and after giving effect to the consent set forth in Section 1 hereof:
(a) a. the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;
(b) b. no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth AmendmentConsent, (ii) this Sixth Amendment Consent has been duly executed and delivered by the Guarantors, Borrower and (iii) this Sixth Amendment Consent and the Guaranty Credit Agreement, as amended affected hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) d. neither the execution, delivery and performance of this Sixth Amendment Consent or the Guaranty Credit Agreement, as amended affected hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law or Organization Documents of the Borrower or its Subsidiaries, (ii) any of Law applicable to the Guarantors, Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument Contractual Obligation to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) e. no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is necessary or required for in connection with (i) the execution, delivery or performance by any of by, or enforcement against, the Guarantors Borrower of this Sixth AmendmentConsent or (ii) the acknowledgement by each Guarantor of this Consent.
Appears in 1 contract
Sources: Limited Consent to Credit Agreement (Carriage Services Inc)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor The Borrower has full power and authority to execute execute, deliver and deliver perform this Sixth Third Amendment, (ii) and the Credit Agreement, as amended by this Sixth Amendment has been duly executed Third Amendment, the execution, delivery and delivered by the Guarantors, and (iii) performance of this Sixth Third Amendment and the Guaranty Credit Agreement, as amended by this Third Amendment, have been authorized by all corporate action of the Borrower, and this Third Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Third Amendment or the Guaranty Credit Agreement, as amended herebyby this Third Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law law, rule or Organization Documents of regulation to which the Borrower or any of the Guarantors, its Subsidiaries is subject or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, approval consent, or other action by, notice to, or filing with, any Governmental Authority Tribunal or other Person not previously obtained (other than the Board of Directors of the Borrower) is required for the (i) execution, delivery or performance by any of the Guarantors Borrower of this Sixth Third Amendment and the Credit Agreement, as amended by this Third Amendment, or (ii) acknowledgment of this Third Amendment by any Guarantor.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each of the Guarantors other Loan Party, as applicable, represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in of the Guaranty Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantorseach Loan Party, and (iii) this Sixth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the each constitutes a legal, valid and binding obligations obligation of the Guarantors, as the case may besuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought;
(d) neither the execution, delivery and performance by each applicable Loan Party of this Sixth Amendment or and the Guaranty Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) contravene any Law or Organization Documents material term of any of the Guarantorssuch Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any indentureLien under, agreement or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which such Person is a party or affecting such Person or the Guarantors properties of such Person or any of their respective its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; andor (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect;
(e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for in connection with the execution, delivery or performance by by, any applicable Loan Party of this Amendment other than those already obtained or performed; and
(f) the Organization Documents of the Guarantors Loan Parties and the resolutions of this Sixth Amendmentsuch Loan Parties attached to the officer's certificate most recently delivered to the Administrative Agent have not been modified or rescinded and remain in full force and effect.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fourth Amendment, the Revolving Loan Note payable to the order of each New Lender (collectively, the "New Notes"), the replacement Revolving Loan Note payable to the order of each Lender whose Commitment has been amended pursuant to this Fourth Amendment (collectively, the "Replacement Notes"), (ii) this Sixth Amendment has Fourth Amendment, the New Notes and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment Fourth Amendment, the New Notes and the Guaranty Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Fourth Amendment, the New Notes, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective its property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Fourth Amendment, the New Notes or the Replacement Notes.
Appears in 1 contract
Sources: Credit Agreement (Elkcorp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:, after giving effect to the amendments provided for in Section 1 of this Amendment and the waiver provided for in Section 2 of this Amendment: 5.
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except for (i) Section 4.3(i)(C) of the Credit Agreement with respect to the extent that such representations Note Offering, (ii) Section 4.6(a) of the Credit Agreement with respect to a restatement of the Financial Statements as a result of the Accounting Adjustments, (iii) Section 4.10 of the Credit Agreement with respect to Litigation as a result of the Accounting Adjustments, (iv) Section 4.13 of the Credit Agreement with respect to a reduction in Taxes as a result of the Accounting Adjustments, and warranties specifically refer (v) Section 4.15 of the Credit Agreement with respect to an earlier dateoptions of Bob ▇▇▇▇▇▇, in which case they shall be true and correct on such earlier date▇▇ke ▇▇▇▇▇ ▇▇▇ John ▇▇▇▇▇▇▇▇▇ ▇▇ purchase more than 150,000 shares of Capital Stock of the Borrower;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Amendment, (ii) and this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Amendment and the Guaranty Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations obligation of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity indemnify may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, therein will conflict with any Law Law, the articles of incorporation, bylaws or Organization Documents other governance document of the Borrower or any of the Guarantorsits Subsidiaries, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; and
(e) except for authorizations, approvals, consents and other actions received or taken prior to the execution and acknowledgment thereof, no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower), is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and both before and immediately after giving effect to this First Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth AmendmentFirst Amendment and each Revolving Credit Note in the amount of each Lender’s Revolving Credit Commitment after giving effect to this First Amendment (the “Replacement Revolving Loan Notes”), (ii) this Sixth First Amendment has and the Replacement Revolving Loan Notes have been duly executed and delivered by the Guarantors, Borrower and (iii) this Sixth Amendment First Amendment, the Replacement Revolving Loan Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment First Amendment, the Replacement Revolving Loan Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law or Organization Documents of the Borrower or its Subsidiaries, (ii) any of Law applicable to the Guarantors, Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument Contractual Obligation to which the Guarantors Borrower or any of their respective property the Subsidiaries is subjecta party; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is necessary or required for in connection with (i) the execution, delivery or performance by any of by, or enforcement against, the Guarantors Borrower of this Sixth First Amendment and the Replacement Revolving Loan Notes or (ii) the acknowledgement by each Guarantor of this First Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor of the Borrower and TMK has full power and authority to execute and deliver this Sixth Second Amendment, (ii) the Borrower has full power and authority to execute the Revolving Note payable to the order of the Decreasing Lender and each Increasing Lender (collectively, the “Replacement Notes”), (iii) this Sixth Second Amendment has been duly executed and delivered by each of the GuarantorsBorrower and TMK, (iv) the Replacement Notes have been duly executed and delivered by the Borrower, and (iiiv) (A) this Sixth Second Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of each of the GuarantorsBorrower and TMK, as and (B) the Replacement Notes constitute the legal, valid and binding obligation of the Borrower, and in the case may beof each of (A) and (B) above, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Second Amendment, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower or TMK, or any indenture, agreement or other instrument to which the Guarantors Borrower or TMK or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for the execution, delivery or performance by any (i) the Borrower or TMK of this Second Amendment or (ii) the Borrower of the Guarantors of this Sixth AmendmentReplacement Notes.
Appears in 1 contract
Sources: Credit Agreement (Torchmark Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to this Fifth Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fifth Amendment, (ii) this Sixth Fifth Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Fifth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Fifth Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or the Guarantor, (ii) any Law applicable to the Borrower or Organization Documents of any of the Guarantors, Guarantor or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Guarantor or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Fifth Amendment or (ii) the acknowledgement by the Guarantor of this Fifth Amendment.
Appears in 1 contract
Sources: Credit Agreement (Encore Wire Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Company represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Loan Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct on as of such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Company has full corporate power and authority to execute and deliver this Sixth AmendmentAgreement and the Security Agreement, (ii) this Sixth Amendment each Granting Party has been duly executed full legal power and delivered by authority to execute, deliver and perform the GuarantorsSecurity Agreement, and (iii) this Sixth Amendment Agreement, the Security Agreement and the Guaranty Loan Agreement, as amended hereby, constitute the legal, valid and binding respective obligations of the Guarantors, as the case may beCompany, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws, (iv) the Security Agreement constitutes the legal, valid and binding respective obligations of each Granting Party, enforceable against each Granting Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither (i) the execution, delivery and performance by the Company of this Sixth Amendment or Agreement, the Guaranty Security Agreement and the Loan Agreement, as amended hereby, nor the consummation do not and will not conflict with, result in a breach of or constitute a default under any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any Document of the Guarantors, Company or any indenture, agreement or other instrument Contractual Obligation to which the Guarantors Company is a party or by which its respective properties may be bound and (ii) the execution, delivery and performance by each Granting Party of the Security Agreement does not and will not conflict with, result in a breach of or constitute a default under any Organization Document of any Granting Party or any of their Contractual Obligation to which any Granting Party is a party or by which its respective property is subjectproperties may be bound; and
(e) (i) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Company’s Board of Directors) not previously obtained is required for the execution, delivery or performance by the Company of this Agreement and the Security Agreement and (ii) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person (including any Granting Party’s Board of Directors or similar governing body) not previously obtained is required for the execution, delivery or performance by any Granting Party of the Guarantors of this Sixth AmendmentSecurity Agreement.
Appears in 1 contract
Sources: Term Loan Agreement (Spartech Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct on as of such earlier date, and (ii) that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Seventh Amendment, (ii) this Sixth Seventh Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Seventh Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Seventh Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will violate any Law or conflict with any Law or Organization Documents of any of the GuarantorsBorrower, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective property is its properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Seventh Amendment or (ii) the acknowledgement by each Guarantor of this Seventh Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments provided in the foregoing Section 1 and the consent and approval provided in the foregoing Section 3:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute execute, deliver and deliver perform this Sixth First Amendment, (ii) and the Credit Agreement, as amended by this Sixth Amendment has First Amendment, the execution, delivery and performance of this First Amendment, and the Credit Agreement as amended by this First Amendment, have been duly executed and delivered authorized by all corporate action of the GuarantorsBorrower, and (iii) this Sixth First, Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (( regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth the First, Amendment or the Guaranty Credit Agreement, as amended herebyby this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law or Organization Documents of any of to which the Guarantors, Borrower is subject or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective its property is subject; and
(e) no authorization, approval, consent, consent or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained Person, including the Board of Directors of the Borrower, is required for the (i) execution, delivery or performance by any of the Guarantors Borrower of this Sixth First Amendment, and the Credit Agreement, as amended by this First Amendment, or (ii) acknowledgement of this First Amendment by any Guarantor.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors represents and warrants that, as of the date hereofFirst Amendment Effective Date:
(a) the representations and warranties contained in the Guaranty Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor has full power and authority to execute and deliver this Sixth Fourth Amendment, (ii) this Sixth Fourth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Fourth Amendment and the Guaranty Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Fourth Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the Guarantors, or any indenture, agreement or other instrument to which the Guarantors or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for the execution, delivery or performance by any of the Guarantors of this Sixth Fourth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Second Amendment and the Guaranty Agreement$107,960,000 Facility B Term Loan Note payable to NationsBank, as amended herebyN.A. (the "NationsBank Note"), and this Second Amendment and the NationsBank Note constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Second Amendment or the Guaranty Agreement, as amended hereby, NationsBank Note nor the consummation of any transactions contemplated herein or therein, will conflict with any Law Law, the articles of incorporation, bylaws or Organization Documents other governance document of the Borrower or any of the Guarantorsits Subsidiaries, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (other than the Board of Directors of the Borrower), is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth AmendmentSecond Amendment or the acknowledgment of this Second Amendment by any Guarantor.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the waiver and amendments contemplated by the foregoing Sections 2 and 3:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct on as of such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full corporate power and authority to execute execute, deliver and deliver perform this Sixth AmendmentAgreement, and (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Amendment Agreement and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding respective obligations of the Guarantors, as the case may beBorrower, enforceable against the Borrower, in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance by the Borrower of this Sixth Amendment or Agreement and the Guaranty Credit Agreement, as amended hereby, nor the consummation do not and will not conflict with, result in a breach of or constitute a default under, any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any Document of the Guarantors, Borrower or any indenture, agreement or other instrument Contractual Obligation to which the Guarantors Borrower is a party or any of their by which its respective property is subject; andproperties may be bound;
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person (including the Borrower’s Board of Directors) not previously obtained is required for the execution, delivery or performance by any the Borrower of this Agreement;
(f) the Subsidiaries appearing as Guarantors on the signature pages of this Agreement constitute all Subsidiaries of the Borrower who are required to be Guarantors of this Sixth Amendment.pursuant to the Credit Agreement..
Appears in 1 contract
Sources: Credit Agreement (Spartech Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and both before and immediately after giving effect to this Second Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (c) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Second Amendment, (ii) this Sixth Second Amendment has been duly executed and delivered by the Guarantors, Borrower and (iii) this Sixth Second Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Second Amendment, or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law or Organization Documents of the Borrower or its Subsidiaries, (ii) any of Law applicable to the Guarantors, Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument Contractual Obligation to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is necessary or required for in connection with (i) the execution, delivery or performance by any of by, or enforcement against, the Guarantors Borrower of this Sixth Second Amendment or (ii) the acknowledgment by each Guarantor of this Second Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments set forth in Section 1 hereof and the limited waiver set forth in Section 2 hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to the extent that such representations and warranties specifically refer to an earlier dateMaterial Adverse Effect, in which case they such representation and warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects as of such earlier date);
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fourth Amendment, (ii) this Sixth Fourth Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) each of this Sixth Fourth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors' rights in general and by general principles the availability of equity (equitable remedies, regardless of whether enforcement is sought considered in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Agreement, as amended herebyFourth Amendment, nor the consummation of any transactions contemplated herein or thereinherein, will conflict with any Law with, result in a breach of or Organization Documents of any of the Guarantors, or constitute a default under any indenture, agreement or other instrument to which the Guarantors Borrower is a party or by which any of its properties may be bound or any of their respective property is subjectGovernmental Approval relating to Borrower, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously already obtained (including the Board of Directors (or other similar governing body) of the Borrower) is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Fourth Amendment.
Appears in 1 contract
Sources: Credit Agreement (Global Power Equipment Group Inc.)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fifth Amendment, the Revolving Loan Note payable to the order of the New Lender (the “New Note”), the replacement Revolving Loan Note payable to the order of each Lender whose Commitment has been amended pursuant to this Fifth Amendment (collectively, the “Replacement Notes”), (ii) this Sixth Amendment has Fifth Amendment, the New Note and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment Fifth Amendment, the New Note and the Guaranty Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Fifth Amendment, the New Note, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of their respective its property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Fifth Amendment, the New Note or the Replacement Notes.
Appears in 1 contract
Sources: Credit Agreement (Elkcorp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Company represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Loan Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor Company has full power and authority to execute and deliver this Sixth Second Amendment, the $40,000,000 Note payable to the order of NationsBank in the form of Exhibit A hereto (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors"NationsBank Note"), the $20,000,000 Note payable to the order of Bank of America in the form of Exhibit B hereto (the "Bank of America Note"), and the $10,000,000 Note payable to the order of Comerica in the form of Exhibit C hereto (iiithe "Comerica Note") this Sixth Amendment (the NationsBank Note, the Bank of America Note and the Guaranty Comerica Note are collectively referred to herein as the "Notes"), and this Second Amendment, the Loan Agreement, as amended hereby, and the Notes constitute the legal, valid and binding obligations of the Guarantors, as the case may beCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
law; and (d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the Guarantors, or any indenture, agreement or other instrument to which the Guarantors or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (other than the Board of Directors of Company), is required for the execution, delivery or performance by any of the Guarantors Company of this Sixth AmendmentSecond Amendment or the Notes or the acknowledgement of this Second Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor").
Appears in 1 contract
Sources: Loan Agreement (Elcor Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth First Amendment, the Notes referred to in SECTION 3(c) of this First Amendment (ii) the "REPLACEMENT NOTES"), and the Credit Agreement, as amended hereby, the execution, delivery and performance of this Sixth Amendment First Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, has been duly executed and delivered authorized by all corporate action of the GuarantorsBorrower, and (iii) this Sixth Amendment First Amendment, the Replacement Notes, and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment First Amendment, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law law, rule or Organization Documents of regulation to which the Borrower or any of the Guarantorsits Subsidiaries is subject, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower or any Guarantor), is required for the (i) execution, delivery or performance by any of the Guarantors Borrower of this Sixth First Amendment, the Replacement Notes, and the Credit Agreement, as amended hereby, or (ii) acknowledgement of this First Amendment by each Guarantor.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth AmendmentSecond Amendment and each Revolving Loan Note payable to the order of each Lender in the amount of each such Lender’s Commitment as increased by this Second Amendment (collectively, the “Replacement Notes”), (ii) this Sixth Second Amendment has and the Replacement Notes have been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Amendment Second Amendment, the Replacement Notes and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Second Amendment, the Replacement Notes or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any Guarantor, (ii) any Law applicable to the Borrower or Organization Documents of any of the Guarantors, Guarantor or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, any Guarantor or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Second Amendment or the Replacement Notes or (ii) the acknowledgement by each Guarantor of this Second Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Company represents and warrants that, as of the date hereofhereof and after giving effect to the amendments provided in the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor Company has full power and authority to execute execute, deliver and deliver perform this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth First Amendment and the Guaranty Credit Agreement, as amended by this First Amendment, the execution, delivery and performance of this First Amendment and the Credit Agreement, as amended by this First Amendment, have been duly authorized by all corporate action of Company, and this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth First Amendment or the Guaranty Credit Agreement, as amended herebyby this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law to which Company or Organization Documents of any of the Guarantors, its Subsidiaries if subject or any indenture, agreement or other instrument to which the Guarantors Company or any of its Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, consent, consent or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person (not previously obtained obtained), is required for the (i) execution, delivery or performance by any of the Guarantors Company of this Sixth First Amendment and the Credit Agreement, as amended by this First Amendment, or (ii) acknowledgment of this First Amendment by any Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Franchise Finance Corp of America)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute execute, deliver and deliver perform this Sixth Second Amendment, the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (ii) this Sixth Amendment has been duly executed and delivered by collectively, the Guarantors"Replacement Notes"), and (iii) the Credit Agreement, as amended by this Sixth Amendment Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Guaranty Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment Second Amendment, the Replacement Notes or the Guaranty Credit Agreement, as amended herebyby this Second Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law law, rule or Organization Documents of regulation to which the Borrower or any of the Guarantors, its Subsidiaries is subject or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subjectissubject; and
(e) no authorization, approval, approval consent, or other action by, notice to, or filing with, any Governmental Authority Tribunal or other Person not previously obtained (other than the Board of Directors of the Borrower) is required for the (i) execution, delivery or performance by any of the Guarantors Borrower of this Sixth Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) acknowledgement of this Second Amendment by any Guarantor.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments contemplated by the foregoing Section 1:
(a1) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents (other than those representations and warranties that specifically relate to an earlier date) are true and correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b2) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i3) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth AmendmentThird Amendment and the Credit Agreement, (ii) as amended hereby, the execution, delivery and performance of this Sixth Third Amendment and the Credit Agreement, as amended hereby, has been duly executed and delivered authorized by all corporate action of the GuarantorsBorrower, and (iii) this Sixth Third Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d4) neither the execution, delivery and performance of this Sixth Third Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law law, rule or Organization Documents of regulation to which any of the GuarantorsObligor is subject, or any indenture, agreement or other instrument to which the Guarantors any Obligor or any of their respective property is subject; and
(e5) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower or any Guarantor), is required for the (i) execution, delivery or performance by any of the Guarantors Borrower of this Sixth AmendmentThird Amendment and the Credit Agreement, as amended hereby, or (ii) acknowledgment of this Third Amendment by each Guarantor.
Appears in 1 contract
Sources: Credit Agreement (LLS Corp)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each of the Guarantors other Loan Party, as applicable, represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in of the Guaranty Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantorseach Loan Party, and (iii) this Sixth Amendment and the Guaranty Agreement, as amended hereby, Credit Agreement constitute the a legal, valid and binding obligations obligation of the Guarantors, as the case may besuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought;
(d) neither the execution, delivery and performance by each applicable Loan Party of this Sixth Amendment or and the Guaranty Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) contravene any Law or Organization Documents material term of any of the Guarantorssuch Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any indentureLien under, agreement or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which such Person is a party or affecting such Person or the Guarantors properties of such Person or any of their respective its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (including any Communications Regulatory Authority) or any other Person not previously obtained is necessary or required for in connection with the execution, delivery or performance by by, any of the Guarantors applicable Loan Party of this Sixth AmendmentAmendment other than those already obtained or performed and other than any filings to perfect Liens created by the Security Documents.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Telephone & Data Systems Inc /De/)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower and Limited represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth First Amendment, the Revolving Loan Note payable to the order of each New Lender in the amount of each New Lender’s Commitment as determined by this First Amendment (the “New Notes”), and the replacement Revolving Loan Note payable to the order of Bank of America in the amount of Bank of America’s Commitment, as reduced by this First Amendment (the “Replacement Note”), (ii) Limited has full power and authority to execute and deliver this Sixth Amendment has First Amendment, (iii) this First Amendment, the New Notes and the Replacement Note have been duly executed and delivered by the GuarantorsBorrower and Limited, as the case may be, and (iiiiv) this Sixth Amendment First Amendment, the New Notes, the Replacement Note, and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the GuarantorsBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment First Amendment, the New Notes, the Replacement Note or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the GuarantorsBorrower or Limited, or any indenture, agreement or other instrument to which the Guarantors Borrower or Limited or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by any of (A) the Guarantors Borrower of this Sixth First Amendment, the New Notes or the Replacement Note, and (B) Limited of this First Amendment or (ii) the acknowledgment by each Guarantor of this First Amendment.
Appears in 1 contract
Sources: Credit Agreement (Helen of Troy LTD)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
, and immediately after giving effect to this Seventh Amendment: (a) the representations and warranties of the Borrower and each other Loan Party contained in the Guaranty Agreement Article II, Article V and the each other Loan Documents Document, or which are contained in any document that has been furnished under or in connection herewith or therewith, are (i) with respect to representations and warranties that contain a materiality qualification, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct on in all material respects, and as of the date hereof as made on and as of such dateexcept that for purposes hereof, except (x) to the extent that Administrative Agent has been previously notified of any changes in the facts on which such representations and warranties specifically were based in a certificate delivered to Administrative Agent pursuant to Section 6.02(b) of the Credit Agreement, (y) the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (z) any representation and warranty that by its terms is made only as of an earlier date, in which case they shall be is true and correct on in all material respects (or in the case of such representations and warranties that are subject to a materiality qualification, in all respects) as of such earlier date;
; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default;exists; (c)
(i) the Borrower and each Guarantor has full power and authority to execute and deliver this Sixth Seventh Amendment, (ii) this Sixth Seventh Amendment has been duly executed and delivered by the Guarantors, Borrower and each Guarantor and (iii) this Sixth Seventh Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower and each Guarantor, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law or Organization Documents of any of the Guarantors, or any indenture, agreement or other instrument to which the Guarantors or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for the execution, delivery or performance by any of the Guarantors of this Sixth Amendment.8
Appears in 1 contract
Sources: Credit Agreement
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Loan Party represents and warrants that, as of the date hereof:
(a) the representations and warranties of the Loan Parties contained in Article V of the Guaranty Credit Agreement and the or any other Loan Documents Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date, after giving effect to the amendments contemplated in this Amendment as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantorseach Loan Party, and (iii) this Sixth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the a legal, valid and binding obligations obligation of the Guarantors, as the case may besuch Loan Party, enforceable against each Loan Party that is a party thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought;
(d) neither the execution, delivery and performance of this Sixth Amendment or and the Guaranty Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, have been duly authorized by all necessary corporate or other organizational action, and do not and will conflict with not (i) contravene any Law or Organization Documents material term of any of the Guarantorssuch Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any indentureLien under, agreement or require any payment to be made under (A) any Contractual Obligation, including, but not limited to, any bonds, debentures, notes, loan agreements or other instrument similar instruments, to which such Person is a party or affecting such Person or the Guarantors properties of such Person or any of their respective its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; andor (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect;
(e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for in connection with the execution, delivery or performance by by, any Loan Party of this Amendment other than those already obtained or performed; and
(f) the Organization Documents of the Guarantors Loan Parties and the resolutions of this Sixth Amendmentsuch Loan Parties attached to the officer’s certificate most recently delivered to the Administrative Agent have not been modified or rescinded and remain in full force and effect.
Appears in 1 contract
Sources: Credit Agreement (Telephone & Data Systems Inc /De/)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except for (i) the Existing Events of Default, (ii) Section 4.3(i)(C) of the Credit Agreement with respect to the extent that such representations Note Offering, (iii) Section 4.6(a) of the Credit Agreement with respect to a restatement of the Financial Statements as a result of the Accounting Adjustments, (iv) Section 4.13 of the Credit Agreement with respect to a reduction in Taxes as a result of the Accounting - 4 - 5 Adjustments, and warranties specifically refer (v) Section 4.15 of the Credit Agreement with respect to an earlier dateoptions of Bob ▇▇▇▇▇▇, in which case they shall be true and correct on such earlier date▇▇ke ▇▇▇▇▇ ▇▇▇ John ▇▇▇▇▇▇▇▇▇ ▇▇ purchase more than 150,000 shares of Capital Stock of the Borrower;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default, other than the Existing Events of Default;
(ic) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth Amendment and the Guaranty AgreementCollateral Documents, as amended herebyand this Amendment constitutes, constitute and the Collateral Documents will constitute, the legal, valid and binding obligations obligation of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity indemnify may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Amendment or the Guaranty Agreement, as amended hereby, Collateral Documents nor the consummation of any transactions contemplated herein or therein, therein will conflict with any Law Law, the articles of incorporation, bylaws or Organization Documents other governance document of the Borrower or any of the Guarantorsits Subsidiaries, or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subjectsubject (except that the execution, delivery and performance of the Collateral Documents does conflict with the Note Offering); and
(e) except for authorizations, approvals, consents and other actions received or taken prior to the execution and acknowledgment thereof and the consent of the holders of the notes under the Note Offering with respect to the Collateral Documents, no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained (including the Board of Directors of the Borrower), is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth AmendmentAmendment or the Collateral Documents.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Fourth Amendment:
(a) the representations and warranties of the Borrower and each other Loan Party contained in the Guaranty Agreement Article II, Article V and the each other Loan Documents Document, or which are contained in any document that has been furnished under or in connection herewith or therewith, are (i) with respect to representations and warranties that contain a materiality qualification, true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct on in all material respects, and as of the date hereof as made on and as of such dateexcept that for purposes hereof, except (x) to the extent that Administrative Agent has been previously notified of any changes in the facts on which such representations and warranties specifically were based in a certificate delivered to Administrative Agent pursuant to Section 6.02(b) of the Credit Agreement, (y) the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (z) any representation and warranty that by its terms is made only as of an earlier date, in which case they shall be is true and correct on in all material respects (or in the case of such representations and warranties that are subject to a materiality qualification, in all respects) as of such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Defaultexists;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Fourth Amendment, (ii) this Sixth Fourth Amendment has been duly executed and delivered by the Guarantors, Borrower and (iii) this Sixth Fourth Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Fourth Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will (i) conflict with any Law or Organization Documents of the Borrower, (ii) violate any Applicable Law applicable to the Borrower in any material respect (other than failures to obtain governmental authorizations, make filings or provide notices, etc. which do not violate Section 5.03 of the GuarantorsCredit Agreement), or (iii) conflict with any indenture, agreement or other instrument Contractual Obligation to which the Guarantors Borrower is a party or affecting the Borrower or the properties of the Borrower or any of their respective its Subsidiaries or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject, except in each case referred to in this clause (iii) for such violations, breaches and defaults that, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by (i) the Borrower as a condition to the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Fourth Amendment or (ii) any Guarantor as a condition to the acknowledgement by any Guarantor of this Fourth Amendment.
Appears in 1 contract
Sources: Credit Agreement (Team Inc)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments set forth in Section 1 hereof and the Waiver set forth in Section 2 hereof:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date hereof as made on and as of such date, except for any representation and warranty that is qualified by materiality or reference to the extent that Material Adverse Effect, which such representations representation and warranties specifically refer to an earlier date, in which case they warranty shall be true and correct in all respects on and as of the date hereof as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date);
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Third Amendment, (ii) this Sixth Third Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) each of this Sixth Third Amendment and the Guaranty Credit Agreement and the Security Agreement, each as amended hereby, constitute constitutes the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and by general principles the availability of equity (equitable remedies, regardless of whether enforcement is sought considered in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Third Amendment or the Guaranty Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law with, result in a breach of or Organization Documents of any of the Guarantors, or constitute a default under any indenture, agreement or other instrument to which the Guarantors Borrower is a party or by which any of its properties may be bound or any of their respective property is subjectGovernmental Approval relating to Borrower, except to the extent such conflict, breach or default, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously already obtained (including the Board of Directors (or other similar governing body) of the Borrower) is required for the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Third Amendment.
Appears in 1 contract
Sources: Credit Agreement (Global Power Equipment Group Inc.)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereofhereof and after giving effect to the amendments provided in the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Third Amendment and to perform this Third Amendment and the Credit Agreement, as amended by this Third Amendment, (ii) the execution and delivery of this Sixth Third Amendment and the performance of this Third Amendment and the Credit Agreement, as amended by this Third Amendment, has been duly executed and delivered authorized by all corporate action of the GuarantorsBorrower, and (iii) this Sixth Third Amendment and the Guaranty Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the executionexecution and delivery of this Third Amendment, delivery and or the performance of this Sixth Third Amendment or the Guaranty Credit Agreement, as amended herebyby this Third Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Applicable Law to which the Borrower or Organization Documents of any of the Guarantors, its Subsidiaries is subject or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject, except to the extent that any such contravention or conflict could not reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, consent or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained Person, is required for the execution, (i) execution and delivery of this Third Amendment or performance by any of the Guarantors Borrower of this Sixth Third Amendment and the Credit Agreement, as amended by this Third Amendment, or (ii) acknowledgment of this Third Amendment by PEI or PUM.
Appears in 1 contract
Sources: Credit Agreement (Power One Inc)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this First Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date;
, and except that 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 financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement; 5958900v.3 25690/692 (b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth First Amendment, (ii) this Sixth First Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth First Amendment and the Guaranty Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable against the Borrower in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth First Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or thereinherein, will conflict with (i) any Law or Organization Documents of the Borrower or its Subsidiaries, (ii) to Borrower’s knowledge, any of Law applicable to the Guarantors, Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth First Amendment, or (ii) the acknowledgement by each Guarantor of this First Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower and each of the Guarantors other Loan Party, as applicable, represents and warrants that, as of the date hereof:
(a) the representations and warranties contained in of the Guaranty Agreement Borrower and the other Loan Documents Parties, as applicable, contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished in connection herewith or therewith, shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof Amendment Effective Date (as defined below), after giving effect to the amendments contemplated in this Amendment, as if such representations and warranties were being made on and as of such datethe Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor Loan Party has full all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute execute, deliver and deliver perform its obligations under this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantorseach Loan Party, and (iii) this Sixth Amendment and the Guaranty Agreement, as amended hereby, constitute the Credit Agreement constitutes a legal, valid and binding obligations obligation of the Guarantors, as the case may besuch Loan Party, enforceable against each Loan Party that is a party hereto or thereto in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawsbrought;
(d) neither the execution, delivery and performance by each applicable Loan Party of this Sixth Amendment or and the Guaranty Credit Agreement, as amended hereby, nor and the consummation of any transactions contemplated herein or therein, has been duly authorized by all necessary corporate or other organizational action, and does not and will conflict with not (i) contravene any Law or Organization Documents material term of any of the Guarantorssuch Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any indentureLien under, agreement or other instrument require any payment to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person or the Guarantors properties of such Person or any of their respective its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any applicable law to which such Person is subject, except in each case referred to in subsections (ii) and (iii) above to the extent that any such conflict, breach, contravention, creation, requirement or violation could reasonably be expected to have a Material Adverse Effect; and
(e) no authorization, approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person not previously obtained is necessary or required for in connection with the execution, delivery or performance by by, any of the Guarantors applicable Loan Party of this Sixth AmendmentAmendment other than those already obtained or performed.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Telephone & Data Systems Inc /De/)
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, as of the date hereof, and immediately after giving effect to this Eighth Amendment:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on as of such earlier date, and except that the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, except that to the extent that such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.05 of the Credit Agreement shall be qualified by reference to the absence of footnotes and shall be subject to normal year-end audit adjustments;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(i) each Guarantor the Borrower has full power and authority to execute and deliver this Sixth Eighth Amendment, (ii) this Sixth Eighth Amendment has been duly executed and delivered by the GuarantorsBorrower, and (iii) this Sixth Eighth Amendment and the Guaranty Agreement, as amended hereby, constitute constitutes the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable against the Borrower in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth Eighth Amendment or the Guaranty Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or thereinherein, will conflict with any Law (i) the certificate or Organization Documents articles of any incorporation or the applicable constituent documents or bylaws of the GuarantorsBorrower or its Subsidiaries, (ii) to Borrower’s knowledge, any provision or law, statute, rule or regulation applicable to the Borrower or its Subsidiaries or (iii) any indenture, agreement or other instrument to which the Guarantors Borrower, the Subsidiaries or any of their respective property is properties are subject; and
(e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by any of the Guarantors Borrower of this Sixth Eighth Amendment, or (ii) the acknowledgement by each Guarantor of this Eighth Amendment.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its -------------------------------------------------------- execution and delivery hereof, each of the Guarantors Borrower represents and warrants that, ,as of the date hereofhereof and after giving effect to the amendments provided in the foregoing Section 1:
(a) the representations and warranties contained in the Guaranty Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date;
(b) no event has occurred and is continuing which constitutes a Default or an Event of Default;
(ic) each Guarantor the Borrower has full power and authority to execute execute, deliver and deliver perform this Sixth Amendment, (ii) this Sixth Amendment has been duly executed and delivered by the Guarantors, and (iii) this Sixth First Amendment and the Guaranty Credit Agreement, as amended by this First Amendment, the execution, delivery and performance of this First Amendment and the Credit Agreement, as amended by this First Amendment, have been duly authorized by all corporate action of the Borrower, and this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Guarantors, as the case may beBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Sixth First Amendment or the Guaranty Credit Agreement, as amended herebyby this First Amendment, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any Law law, rule or Organization Documents of regulation to which the Borrower or any of the Guarantors, its Subsidiaries is subject or any indenture, agreement or other instrument to which the Guarantors Borrower or any of its Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, consent, consent or other action by, notice to, or filing with, any Governmental Authority governmental authority or other Person not previously obtained already obtained, is required for the (i) execution, delivery or performance by any of the Guarantors Borrower of this Sixth First Amendment and the Credit Agreement, as amended by this First Amendment or (ii) the acknowledgement by the Parent and each Subsidiary of this First Amendment.
Appears in 1 contract
Sources: Credit Agreement (Kevco Inc)