Common use of Parent’s Representations Clause in Contracts

Parent’s Representations. Parent hereby represents and warrants to the Administrative Agent and the Lenders, as follows: (a) each of the representations and warranties of Parent contained or incorporated in the Guaranty or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date); (b) as of the date hereof and immediately after giving effect to this Agreement, Parent is in compliance with its obligations under the Guaranty and each of the other Loan Documents to which it is a party; (c) Parent has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement; Parent has been duly authorized by all necessary corporate action on its part; and this Agreement has been duly and validly executed and delivered by Parent and constitutes Parent’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (d) Parent’s execution and delivery of this Agreement (i) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except for such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by‑laws or other organizational documents of Parent or any order of any governmental authority and (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon Parent or any of its assets.