Common use of Basic Representations Clause in Contracts

Basic Representations. (a) Such Pledgor (w) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (x) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (y) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (z) is in compliance with all requirements of law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Change. (b) Such Pledgor has the corporate power and authority, and the legal right, to make, deliver and perform the Transaction Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Transaction Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Transaction Documents to which such Pledgor is a party. This Agreement has been, and each other Transaction Document to which it is a party will be, duly executed and delivered on behalf of such Pledgor. This Agreement constitutes, and each other Transaction Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (c) The execution, delivery and performance of the Transaction Documents to which such Pledgor is a party will not violate any Applicable Law or contractual obligation of such Pledgor or of any of its subsidiaries and will not result in, or require, the creation or imposition of any Encumbrance on any of its or their respective properties or revenues pursuant to any such Applicable Law or contractual obligation (other than pursuant to this Agreement). (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Pledgor, threatened by or against such Pledgor or any of its subsidiaries or against any of its or their respective properties or revenues (x) with respect to any of the Transaction Documents or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be expected to have a Material Adverse Change.

Basic Representations. (a) Such Pledgor (w) Each Grantor is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (x) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engagedformed, (y) and has the requisite organizational power and authorization to own or lease its properties and to carry on its business as now being conducted and as proposed to be conducted. Each Grantor is duly qualified as a foreign corporation entity to do business and is in good standing under the laws of each in every jurisdiction where in which its ownership, lease or operation ownership of property or the conduct nature of its the business requires conducted by it makes such qualification and (z) is in compliance with all requirements of law necessary, except to the extent that the failure to comply therewith could not, be so qualified or be in the aggregate, reasonably be expected to good standing would not have a Material Adverse ChangeEffect. (b) Such Pledgor Each Grantor has the requisite corporate power and authorityauthority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by each Grantor and the consummation by each Grantor of the transactions contemplated hereby have been duly authorized by such Grantor’s Board of Directors, and (other than the legal rightfiling of appropriate UCC financing statements and analogous registrations with the appropriate states, provinces and other authorities pursuant to makethis Agreement and the consents set forth on Annex 5 no further filing, deliver and perform the Transaction Documents to which it is a party and has taken all necessary corporate action to authorize the executionconsent, delivery and performance of the Transaction Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required by any Grantor, their respective Boards of Directors or their respective stockholders in connection with the execution, delivery, performance, validity or enforceability of the Transaction Documents to which such Pledgor is a partytherewith. This Agreement has been, and each other Transaction Document to which it is a party will be, been duly executed and delivered on behalf of such Pledgor. This Agreement constitutes, by each Grantor and each other Transaction Document to which it is a party when executed and delivered will constitute, a constitute the legal, valid and binding obligation of such Pledgor each Grantor, enforceable against such Pledgor each Grantor in accordance with its terms, subject to the effects except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other moratorium, liquidation or similar laws relating to to, or affecting generally, the enforcement of applicable creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingremedies. (c) The execution, delivery and performance of this Agreement by each Grantor and the Transaction Documents to which such Pledgor is a party consummation by each Grantor of the transactions contemplated hereby will not violate any Applicable Law (i) result in a violation of the certificate of incorporation, bylaws or contractual obligation other organizational documents of such Pledgor Grantor, or of any of its subsidiaries and will not (ii) result in, or require, the creation or imposition of any Encumbrance Lien on any of its or their respective properties or revenues pursuant to any such Applicable Law requirement of law or contractual obligation Contractual Obligation (other than pursuant to this Agreement). (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Pledgor, threatened by or against such Pledgor or any of its subsidiaries or against any of its or their respective properties or revenues (x) with respect to any of the Transaction Documents or any of the transactions contemplated hereby or thereby, or (yiii) conflict with, or constitute a default (or an event which could with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Contractual Obligation, or (iv) result in a violation of any law, rule, regulation, order, judgment or decree applicable to such Grantor, except, in the case of clauses (iii) and (iv), for such violations as would not be reasonably be expected to have a Material Adverse ChangeEffect. (d) Except as disclosed on Annex 5, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the best knowledge of such Grantor, threatened against or such Grantor or any of such Grantor’s officers or directors in their capacities as such, other than actions, suits, proceedings or investigations claiming damages, fines, penalties or other payments which would not have a Material Adverse Effect. (e) No Grantor is in violation of any term of or in default under its Certificate of Incorporation, Bylaws or other organizational document. No Grantor is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to it.

Basic Representations. Each party hereto represents and warrants to and agrees with the other party as follows: (ai) Such Pledgor (w) party is duly organized, validly organized and existing and in good standing under the laws of the jurisdiction of its organization, incorporation. (xii) Such party has the all corporate power and authority, and the legal right, authority to own and operate its property, to lease the property it operates as lessee enter into this Letter Agreement and to conduct consummate the business in which it is currently engaged, (y) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (z) is in compliance with all requirements of law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Changetransactions contemplated hereby. (biii) Such Pledgor has the corporate power and authority, and the legal right, to make, deliver and perform the Transaction Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of the Transaction Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Transaction Documents to which such Pledgor is a party. This Letter Agreement has beenbeen duly authorized, and each other Transaction Document to which it is a party will be, duly executed and delivered on behalf of such Pledgor. This Agreement constitutesby, and each other Transaction Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of agreement of, such Pledgor party, enforceable against such Pledgor in accordance with its terms, subject except as rights to indemnification hereunder may be limited by applicable law and except as the effects of enforcement hereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting creditors’ the rights generally, and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingprinciples. (civ) The executionexecution and delivery by such party of, delivery and performance the compliance by such party with all of the Transaction Documents provisions of, this Letter Agreement and the consummation of the transactions herein contemplated are within such party's corporate powers and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which such Pledgor is a party will not violate any Applicable Law or contractual obligation of such Pledgor or of any of its subsidiaries and will not result in, is a party or require, the creation by which such party or imposition of any Encumbrance on any of its subsidiaries is bound or their respective properties to which any of the property or revenues pursuant to any such Applicable Law or contractual obligation (other than pursuant to this Agreement). (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge assets of such Pledgorparty or any of its subsidiaries is subject, threatened by nor will such action result in any violation of the provisions of the Certificate of Incorporation or against By-laws or other constitutive documents of such Pledgor party or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such party or any of its subsidiaries or against any of their respective properties. (v) No consent, approval, authorization, order, registration, qualification or filing of or with any court or governmental agency or body having jurisdiction over such party or any of its subsidiaries or any of their respective properties is required for the execution and delivery by such party of, and the compliance by such party with all the terms of, this Letter Agreement or revenues (x) with respect to any of the Transaction Documents or any consummation by such party of the transactions contemplated hereby hereby. (vi) Such party is an "eligible swap participant" as defined in Commodity Futures Trading Commission Rule 35.1(b)(2) (17 CFR 35.1(b)(2)) and it has entered into this Letter Agreement in connection with its business or therebya line of business (including financial intermediation). The parties acknowledge and agree that this Letter Agreement is intended to constitute a "swap agreement" within the meaning of the Policy Statement Concerning Swap Transactions, 54 Fed. Reg. 30694 (July 21, 1989). This Letter Agreement is not one of a fungible class of agreements that are standardized as to their material economic and credit terms, within the meaning of CFTC Regulation Section 35.2(b); and the creditworthiness of the other party was or will be a material consideration in entering into or determining the terms of this Letter Agreement, including pricing, cost or credit enhancement terms of this Letter Agreement, within the meaning of CFTC Regulation Section 35.2(c). (yvii) which could reasonably be expected The parties acknowledge and agree that the Seller is a "financial institution" within the meaning of Section 101(22) of the Bankruptcy Code, that this Letter Agreement is a "securities contract" within the meaning of Section 741(7) of the Bankruptcy Code entitled to have the protection of Section 555 of the Bankruptcy Code and a Material Adverse Change"swap agreement" within the meaning of Section 101(53B) of the Bankruptcy Code entitled to the protection of Section 560 of the Bankruptcy Code and that each delivery of Common Stock or Settlement Amounts under this Letter Agreement is a "settlement payment" within the meaning of Section 741(8) of the Bankruptcy Code.