CITADEL Clause Samples

CITADEL. Borrowers and Citadel covenant that upon the consummation of the Citadel Disposition, Citadel shall commence a wind-down of its business affairs and shall use its best efforts to dissolve on or prior to December 31, 2003. 16. The Credit and Security Agreement is hereby amended to delete Section 8.2 therefrom in its entirety and to insert in place thereof the following:

CITADEL. Citadel represents and warrants, as of the date hereof and as of each Closing Date, to the Company as follows: (i) Citadel is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all power and authority required to use its properties and conduct its business. (ii) Citadel has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Citadel. (iii) This Agreement has been duly executed and delivered by Citadel and constitutes a valid and binding obligation of Citadel, enforceable against Citadel in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general principles of equity. (iv) No regulatory approval is required to be obtained by Citadel in connection with the execution, delivery and performance of this Agreement. The execution, delivery and performance of this Agreement will not (i) violate any provision of the constitutional documents of Citadel, (ii) result in the violation of any law applicable to Citadel, (iii) violate or constitute a default under or give rise to any third parry rights under any agreement or instrument applicable to Citadel or any of its assets, or (iv) result in the imposition of any security interest upon any assets of Citadel, except for such violations, defaults, third party rights and security interest under clauses (ii), (iii) and (iv) that, individually and in the aggregate, neither have had nor are reasonably likely to have a material adverse effect on the ability of Citadel to perform its obligations under this Agreement. (v) Citadel has the sole beneficial interest in all of 50 Notes as of the date hereof, and immediately prior to each Closing Date, will have the sole beneficial interest in all the Notes to be sold by it on such Closing Date in accordance with this Agreement, in each case, free and clear of any lien, security interest, claim or encumbrance. (vi) Citadel is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Securities Act) and, except for the Registration Statement to be filed pursuant to Section 2A hereof, it understands that no action has been or will be taken in any jurisdictio...

CITADEL. Citadel represents and warrants, as of the date hereof and as of each of the Closing Date, to the Company as follows: (i) Citadel is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (ii) Citadel has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Citadel. (iii) This Agreement has been duly executed and delivered by Citadel and constitutes a valid and binding obligation of Citadel, enforceable against Citadel in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general principles of equity. (iv) No regulatory approval is required to be obtained by Citadel in connection with the execution, delivery and performance of this Agreement. The execution, delivery and performance of this Agreement will not (i) violate any provision of the constitutional documents of Citadel, (ii) result in the violation of any law applicable to Citadel, (iii) violate or constitute a default under or give rise to any third parry rights under any agreement or instrument applicable to Citadel or any of its assets, or (iv) result in the imposition of any security interest upon any assets of Citadel, except for such violations, defaults, third party rights and security interest under clauses (ii), (iii) and (iv) that, individually and in the aggregate, neither have had nor are reasonably likely to have a material adverse effect on the ability of Citadel to perform its obligations under this Agreement. (v) Citadel is the sole beneficial owner of all of the Notes and holds all the Notes free and clear of any liens, encumbrances, pledges, security interests or other restrictions or claims of any kind or character (“Lien”) as of the date hereof, and immediately prior to each of the Closing Date, will be the sole beneficial owner of all of the Notes (in the case of the Second Closing Date, however, excluding the Notes surrendered to the Company on or about the First Closing Date in accordance herewith) and hold all of such Notes free and clear of all Liens. On the Closing Date, the Company will acquire all of the Notes free and clear of any Liens.

CITADEL. Each of the representations and warranties made by Citadel in this Agreement shall survive for a period of 24 months after the Closing Date, notwithstanding any investigation at any time made by or on behalf of Sellers, and upon the expiration of such 24-month period such representations and warranties shall expire, except that the representations and warranties of Citadel contained in Sections 5.1, 5.2 and 5.3 shall not expire but shall continue indefinitely. No claim for the recovery of Damages may be asserted by Sellers against Citadel or its successors in interest after such representations and warranties shall thus expire; provided, however, that claims for Damages first asserted in writing within the applicable period shall not thereafter be barred.