The Borrower. 1.1 A copy of the constitutional documents of the Borrower.
The Borrower. SHALL INDEMNIFY EACH OF THE AGENT, THE ISSUING BANK, AND THE BANKS AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, (B) ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (C) ANY BREACH BY THE BORROWER OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS, (D) THE PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL, OR CLEANUP OF ANY HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN, OR AFFECTING ANY OF THE PROPERTIES OR ASSETS OF THE BORROWER OR ANY
The Borrower. The Borrower shall not assign any of its rights or obligations hereunder.
The Borrower. SIGNED by ) Xx. Xxxxxxxxxx-Xxxxx Kallifidas ) for and on behalf of ) Grand Xxxxxxxxx Inc., ) of Liberia, in the presence of: ) /s/ Xxxxxxxxxx-Xxxxx Xxxxxxxxxx Attorney-in-Fact Witness: Name: /s/ Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law THE CORPORATE GUARANTOR SIGNED by ) Xx. Xxxxxxxxxx-Xxxxx Kallifidas ) for and on behalf of ) NewLead Holdings Ltd., ) of Bermuda, in the presence of: ) /s/ Xxxxxxxxxx-Xxxxx Xxxxxxxxxx Attorney-in-fact Witness: Name: /s/ Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law THE APPROVED MANAGER SIGNED by ) Xx. Xxxxxxxxxx-Xxxxx Kallifidas ) for and on behalf of ) Newlead Bulkers S.A., ) of Liberia, in the presence of: ) /s/ Xxxxxxxxxx-Xxxxx Xxxxxxxxxx Attorney-in-Fact Witness: Name: /s/ Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law THE BANK SIGNED by ) Mrs. Xxxxxxxxx Ydreou ) and Mr. Athanassios Doudoulas ) for and on behalf of ) EFG EUROBANK ERGASIAS S.A. ) in the presence of: ) /s/ Xxxxxxxxx Ydreou Attorney-in-Fact /s/ Athanassios Doudoulas Attorney-in-Fact Witness: Name: /s/ Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law
The Borrower. (i) is not and will not become a Person or entity described by Section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (12 C.F.R. 595), and the Borrower does not engage in dealings or transactions with any such Persons or entities; and
The Borrower. The Administrative Agent shall have received a ------------ certificate, dated the Effective Date of the Secretary or Assistant Secretary of the Borrower (i) attaching a true and complete copy of the resolutions of its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfactory to the Administrative Agent) taken by it to authorize the Loan Documents to which it is a party and the transactions contemplated thereby, (ii) attaching a true and complete copy of its Certificate of Incorporation and By-Laws, (iii) setting forth the incumbency of its officer or officers who may sign such Documents, including therein a signature specimen of such officer or officers and (iv) attaching a certificate of good standing of the Secretary of State of the States of Delaware and California.
The Borrower. The Borrower hereby ratifies and confirms all of its Obligations to the Lenders and the Facility Agent and the Borrower hereby affirms its absolute and unconditional promise to pay to the Lenders and the Facility Agent the Loans and all other amounts due under the Credit Agreement, as amended hereby. The Borrower hereby confirms that the Obligations are and remain secured pursuant to the Security Documents and pursuant to all other instruments and documents executed and delivered by the Borrower as security for the Obligations.
The Borrower. The Borrower is a duly organized and validly existing corporation, in good standing under the laws of Delaware with all power and authority, corporate or otherwise, necessary to (a) enter into and perform this Agreement and each other Credit Document to which it is party, (b) grant the Agent for the benefit of the Lenders the security interests in the Credit Security owned by it to secure the Credit Obligations and (c) own its properties and carry on the business now conducted or proposed to be conducted by it. Certified copies of the Charter and By-laws of the Borrower have been previously delivered to the Agent and are correct and complete. Exhibit 7.1, as from time to time hereafter supplemented in accordance with Sections 6.4.1 and 6.4.2, sets forth, as of the later of the date hereof or as of the end of the most recent fiscal quarter for which financial statements are required to be furnished in accordance with such Sections, (i) the jurisdiction of incorporation of the Borrower, (ii) the address of the Borrower's principal executive office and chief place of business, (iii) each name, including any trade name, under which the Borrower conducts its business and (iv) the jurisdictions in which the Borrower keeps tangible personal property.
The Borrower. The Borrower hereby unconditionally and irrevocably:
The Borrower. The Borrower shall not assign or transfer all or any part of its rights or obligations under this Agreement.
