Common use of Ratification and Affirmation of Loan Parties Clause in Contracts

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Amendment, (b) ratifies and affirms its obligations under the Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Loan Documents to which it is a party, (d) agrees that its guarantee under the Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Event of Default exists.

Appears in 2 contracts

Samples: Credit Agreement (Rice Energy Inc.), Credit Agreement (Rice Energy Inc.)

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Ratification and Affirmation of Loan Parties. Each of the Loan Parties Party hereby expressly (ai) acknowledges the terms of this Sixth Amendment, (bii) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement and its pledge of collateral under the Security Agreement and any of its obligations under the other Loan Documents to which it is a party remains remain in full force and effect with respect to the Obligations Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party Person contained in the Credit Agreement (as amended by this Sixth Amendment) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except (A) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case such representations and warranties were shall continue to be true and correct when made)as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by reference to materiality, a Material Adverse Effect or similar qualification, in which case such representations and warranties shall be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party Person of this Sixth Amendment are within such Loan PartyPerson’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Loan Party Person enforceable in accordance with its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar other laws affecting creditor’s creditors’ rights generallygenerally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Default or Event of Default exists.

Appears in 2 contracts

Samples: Credit Agreement (Chesapeake Energy Corp), Credit Agreement (WildHorse Resource Development Corp)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Fourth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement and the other Loan Documents to which it is a party, (c) acknowledges, acknowledges and renews and extends its continued liability under the Credit Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and immediately prior to and after giving effect to this Fourth Amendment, except (i) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fe) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Credit Party of this Sixth Fourth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Loan Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gf) represents and warrants to the Lenders and the Administrative Agent that, immediately prior to and after giving effect to this Sixth Fourth Amendment, no Event of Default exists.

Appears in 2 contracts

Samples: Credit Agreement (STR Sub Inc.), Credit Agreement (Sitio Royalties Corp.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Fourth Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof Fourth Amendment Effective Date (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when mademade and (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fourth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the Fourth Amendment Effective Date, no Default, Event of Default (other than the Defaults and Events of Default described in Sections 3(a), (b), (c), (d), (e) and (f) hereof) or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth First Amendment, (bii) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), and (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Guaranty Agreement (Atlas Energy, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Second Amendment, (b) ratifies and affirms its obligations under the Existing Credit Agreement, as amended hereby, and the other Loan Documents to which it is a party, (c) acknowledges, acknowledges and renews and extends its continued liability under the Existing Credit Agreement, as amended hereby, and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Existing Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and immediately prior to and after giving effect to this Second Amendment, except (i) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fe) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Second Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gf) represents and warrants to the Lenders and the Administrative Agent that, immediately prior to and after giving effect to this Sixth Second Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Sitio Royalties Corp.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Seventh Amendment, (bii) ratifies and affirms its obligations under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof except (other than A) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Seventh Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Seventh Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Seventh Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Fourth Amendment, (bii) ratifies and affirms its obligations under the Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Loan Documents to which it is a party, (div) agrees that its guarantee under the Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), and (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fourth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Eighth Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when mademade and (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Eighth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Eighth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Eighth Amendment, no Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Eighth Amendment, (bii) ratifies and affirms its obligations under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof except (other than A) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Eighth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Eighth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Eighth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth First Waiver Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended herebyIndebtedness, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof First Waiver Amendment Effective Date (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when mademade and (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth First Waiver Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Waiver Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the First Waiver Amendment Effective Date, no Default, Event of Default (other than the Defaults and Events of Default described in Sections 3(a), (b), (c), (d), (e), (f) and (g) of the Limited Waiver) or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Limited Waiver Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth AmendmentLimited Waiver, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended herebyIndebtedness, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof Fourth Amendment Effective Date (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when mademade and (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Amendment Limited Waiver are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment Limited Waiver constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the Fourth Amendment Effective Date, no Default, Event of Default (other than the Defaults and Events of Default described in Sections 3(a), (b), (c), (d), (e), (f) and (g) hereof) or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Limited Waiver Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth AmendmentLimited Consent, (b) ratifies and affirms its obligations under the Credit Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Credit Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended modified hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made Limited Consent Effective Date or, if such representation speaks as of a specific an earlier date, in which case as of such representations and warranties were true and correct when made)earlier date, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Amendment Limited Consent are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment Limited Consent constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth AmendmentLimited Consent, no Default or Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (CNX Midstream Partners LP)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Third Amendment, (bii) ratifies and affirms its obligations under the Loan Documents to which it is a party, (ciii) acknowledges, acknowledges and renews and extends its continued liability under the Loan Documents to which it is a party, (div) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Loan Documents to which it is a party Guaranty Agreement remains in full force and effect with respect to the Guaranteed Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Third Amendment, except (A) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Third Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Third Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Third Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth First Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof First Amendment Effective Date (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when mademade and (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, generally and (g) represents and warrants to the Lenders that immediately on and as of the Administrative Agent that, after giving effect to this Sixth AmendmentFirst Amendment Effective Date, no Default or Event of Default exists.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth First Amendment, (bii) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth AmendmentFirst Amendment (including, without limitation, the Borrowing Base decrease pursuant to Section 3 hereof), no Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth First Amendment, (bii) ratifies and affirms its obligations under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof except (other than A) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth First Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth First Amendment, (b) ratifies and affirms its obligations under the Credit Agreement and the other Loan Documents to which it is a party, (c) acknowledges, acknowledges and renews and extends its continued liability under the Credit Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and immediately after giving effect to this First Amendment, except (i) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fe) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Credit Party of this Sixth First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Loan Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gf) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth First Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Sitio Royalties Corp.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Third Amendment, (b) ratifies and affirms its obligations under the Loan Documents to which it is a party, (c) acknowledges, acknowledges and renews and extends its continued liability under the Loan Documents to which it is a party, (d) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Loan Documents to which it is a party Guaranty remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true Page 11 and correct in all material respects as of the date hereof and hereof, after giving effect to the amendments set forth in Section 2 hereof 3 hereof, except (other than i) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Third Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Third Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Third Amendment, no Event Default exists and (h) represents and warrants that the last contract month for the Existing Hedging Transactions (as defined in the Credit Agreement immediately prior to giving effect to this Third Amendment and used herein with the same meaning) was December 2023 and therefore there are no “Swap Obligations” (as defined in the Hedge Intercreditor Agreement referred to in the Credit Agreement immediately prior to giving effect to this Third Amendment) owing to Xxxxxxx, Xxxxxxxxxxxx, NextEra Energy Marketing, LLC or EDF Trading North America, LLC or any of Default existstheir respective affiliates with respect to any Existing Hedging Transaction.

Appears in 1 contract

Samples: Credit Agreement (Granite Ridge Resources, Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Second Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof Second Amendment Effective Date (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when mademade and (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Second Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the Second Amendment Effective Date, no Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Fifth Amendment, (bii) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), and (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fifth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fifth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Third Amendment, (bii) ratifies and affirms its obligations under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof except (other than A) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Third Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Third Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Third Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Fifth Amendment, (bii) ratifies and affirms its obligations under the Loan Documents to which it is a party, (ciii) acknowledges, acknowledges and renews and extends its continued liability under the Loan Documents to which it is a party, (div) agrees agrees, with respect to Parent, that its guarantee under Article XIII of the Loan Documents to which it is a party Credit Agreement remains in full force and effect with respect to the Guaranteed Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Fifth Amendment, except (A) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fifth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fifth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Fifth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Seventh Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when made), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Seventh Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Seventh Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Seventh Amendment, no Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Fourth Amendment, (bii) ratifies and affirms its obligations under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof except (other than A) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fourth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Fourth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Second Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof Second Amendment Effective Date (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when mademade and (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Second Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, generally and (g) represents and warrants to the Lenders that immediately on and as of the Administrative Agent that, after giving effect to this Sixth AmendmentSecond Amendment Effective Date, no Default or Event of Default exists.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth First Amendment, (b) ratifies and affirms its obligations under the Bridge Term Loan Agreement (as amended hereby) and the other Loan Documents to which it is a party, including the Guarantee Agreement as modified by this First Amendment, (c) acknowledges, acknowledges and renews and extends its continued liability under the Bridge Term Loan Agreement (as amended hereby) and the other Loan Documents to which it is a party, including the Guarantee Agreement as modified by this First Amendment, (d) agrees that its guarantee under the Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Bridge Term Loan Agreement (as amended hereby) and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and immediately after giving effect to this First Amendment, except (i) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fe) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gf) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth First Amendment, no Event of Default exists, and (g) agrees that such guarantees and other obligations, and the terms of the Guarantee Agreement and each of the other Loan Documents to which it is a party, in each case, as amended or modified by the First Amendment (i) are not impaired or affected in any manner whatsoever, (ii) shall continue to be in full force and effect and (iii) as applicable, shall guarantee all Obligations under the Bridge Term Loan Agreement. The parties hereto acknowledge and agree that all references to the “Credit Agreement” (or words of similar import) in the Guarantee Agreement and the other Loan Documents, in each case, as amended or modified by the First Amendment, refer to the Bridge Term Loan Agreement as amended and modified by the First Amendment without impairing any such obligations in any respect and all references to the “Guarantee Agreement” (or words of similar import) in the Bridge Term Loan Agreement and the other Loan Documents, in each case, as amended or modified by the First Amendment, refer to the Guarantee Agreement as amended and modified by the First Amendment without impairing any such obligations in any respect.

Appears in 1 contract

Samples: Day Bridge Term Loan Agreement (Sitio Royalties Corp.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Fourth Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fourth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Fourth Amendment, no Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Third Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof Third Amendment Effective Date (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when mademade and (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Third Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Third Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the Third Amendment Effective Date, no Default, Event of Default (other than the Defaults and Events of Default described in Sections 3 (a), (b), (c) and (d) hereof) or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement and Limited Waiver (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Ninth Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement, the Security Agreement, and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement, the Security Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when mademade and (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Ninth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Ninth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Ninth Amendment, no Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Security Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Second Amendment, (b) ratifies and affirms its obligations under the Credit Agreement and the other Loan Documents to which it is a party, (c) acknowledges, acknowledges and renews and extends its continued liability under the Credit Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and immediately after giving effect to this Second Amendment, except (i) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fe) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Credit Party of this Sixth Second Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Amendment constitutes the valid and binding obligation of such Loan Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gf) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Second Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Sitio Royalties Corp.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth First Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof First Amendment Effective Date (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when mademade and (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the First Amendment Effective Date, no Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Titan Energy, LLC)

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Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth First Amendment, (b) ratifies and affirms its obligations under the Loan Documents to which it is a party, (c) acknowledges, acknowledges and renews and extends its continued liability under the Loan Documents to which it is a party, (d) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Loan Documents to which it is a party Guaranty remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to the amendments set forth in Section 2 hereof hereof, except (other than i) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth First Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Granite Ridge Resources, Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Third Amendment, (bii) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Third Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Third Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Third Amendment, no Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth First Amendment, (bii) ratifies and affirms its obligations under the Loan Documents to which it is a party, (ciii) acknowledges, acknowledges and renews and extends its continued liability under the Loan Documents to which it is a party, (div) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Loan Documents to which it is a party Guaranty Agreement remains in full force and effect with respect to the Guaranteed Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to the amendments set forth in Section 2 hereof hereof, except (other than A) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth First Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Second Amendment, (b) ratifies and affirms its obligations under the Loan Documents to which it is a party, (c) acknowledges, acknowledges and renews and extends its continued liability under the Loan Documents to which it is a party, (d) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Loan Documents to which it is a party Guaranty remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to the amendments set forth in Section 2 hereof hereof, except (other than i) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Second Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Second Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Granite Ridge Resources, Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Second Amendment, (bii) ratifies and affirms its obligations under the Loan Documents to which it is a party, (ciii) acknowledges, acknowledges and renews and extends its continued liability under the Loan Documents to which it is a party, (div) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Loan Documents to which it is a party Guaranty Agreement remains in full force and effect with respect to the Guaranteed Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Second Amendment, except (A) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Second Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Second Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement and Limited Consent And (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Fifth Amendment, (bii) ratifies and affirms its obligations under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 and Section 3 hereof except (other than A) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fifth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fifth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Fifth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Second Waiver Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended herebyIndebtedness, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects on and as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof Second Waiver Amendment Effective Date (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when mademade and (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Second Waiver Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Waiver Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendmentthat immediately on and as of the Second Waiver Amendment Effective Date, no Default, Event of Default (other than the Defaults and Events of Default described in Sections 3(a), (b), (c), (d), (e), (f) and (g) of the Limited Waiver) or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Limited Waiver Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties Obligor hereby expressly (a) acknowledges the terms of this Sixth AmendmentAgreement, (b) ratifies and affirms its obligations under the Loan Hedging Agreement, each Approved Master Agreement, each Security Document and the other Hedging Facility Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Loan Hedging Agreement, each Approved Master Agreement, each Security Document and the other Hedging Facility Documents to which it is a party, (d) agrees that its guarantee under the Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders Hedge Providers and the Administrative Collateral Agent that each representation and warranty of such Loan Party contained in the Credit Agreement Hedging Agreement, the Approved Master Agreements and the other Loan Hedging Facility Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than (x) representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when made, (y) representations and warranties that are qualified by materiality or by reference to Material Adverse Effect, in which case such representations and warranties (as so qualified) shall continue to be true and correct in all respects, and (z) the existence of the Anticipated Events of Default), (fe) represents and warrants to the Lenders Hedge Providers and the Administrative Collateral Agent that the execution, delivery and performance by such Loan Party of this Sixth Amendment Agreement are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment Agreement constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gf) represents and warrants to the Lenders Hedge Providers and the Administrative Collateral Agent that, after giving effect to this Sixth Amendmentother than the Anticipated Events of Default, no Default, Event of Default existsor Triggering Event under the Hedging Agreement or the other Hedging Facility Documents has occurred and is continuing.

Appears in 1 contract

Samples: Forbearance and Waiver Agreement (Titan Energy, LLC)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects when made), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Amendment, no Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Second Amendment, (bii) ratifies and affirms its obligations under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof and the limited consent contained in Section 3 hereof except (other than A) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Second Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Second Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Second Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Third Amendment, (b) ratifies and affirms its obligations under the Credit Agreement and the other Loan Documents to which it is a party, (c) acknowledges, acknowledges and renews and extends its continued liability under the Credit Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and immediately after giving effect to this Third Amendment, except (i) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fe) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Credit Party of this Sixth Third Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Third Amendment constitutes the valid and binding obligation of such Loan Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gf) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Third Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Sitio Royalties Corp.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Fifth Amendment, (bii) ratifies and affirms its obligations under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof and the limited waivers set forth in Section 4 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fifth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fifth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Fifth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Fifth Amendment, (bii) ratifies and affirms its obligations under the Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Loan Documents to which it is a party, (div) agrees that its guarantee under the Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), and (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fifth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fifth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Amendment, (bii) ratifies and affirms its obligations under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty and Pledge Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof except (other than A) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth First Amendment, (b) ratifies and affirms its obligations under the Existing Credit Agreement, as amended hereby, and the other Loan Documents to which it is a party, (c) acknowledges, acknowledges and renews and extends its continued liability under the Existing Credit Agreement, as amended hereby, and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Loan Documents to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Existing Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and immediately prior to and after giving effect to this First Amendment, except (i) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fe) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth First Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gf) represents and warrants to the Lenders and the Administrative Agent that, immediately prior to and after giving effect to this Sixth First Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Sitio Royalties Corp.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Amendment, (bii) ratifies and affirms its obligations under the Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Loan Documents to which it is a party, (div) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Loan Documents to which it is a party Guaranty Agreement remains in full force and effect with respect to the Secured Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent Lender that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to the amendments set forth in Section 2 hereof hereof, except (other than A) to the extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent Lender that the execution, delivery and performance by such Loan Party of this Sixth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent Lender that, after giving effect to this Sixth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Energy Solutions Inc.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Fourth Amendment, (bii) ratifies and affirms its obligations under the Loan Documents to which it is a party, (ciii) acknowledges, acknowledges and renews and extends its continued liability under the Loan Documents to which it is a party, (div) agrees agrees, with respect to each Loan Party that is a Guarantor, that its guarantee under the Loan Documents to which it is a party Guaranty Agreement remains in full force and effect with respect to the Guaranteed Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Fourth Amendment, except (A) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fourth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Fourth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Fourth Amendment, (bii) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (ciii) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (div) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), and (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fourth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fourth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (ai) acknowledges the terms of this Sixth Amendment, (bii) ratifies and affirms its obligations under the Loan Documents to which it is a party, (ciii) acknowledges, acknowledges and renews and extends its continued liability under the Loan Documents to which it is a party, (div) agrees agrees, with respect to Parent, that its guarantee under Article XIII of the Loan Documents to which it is a party Credit Agreement remains in full force and effect with respect to the Guaranteed Obligations as amended hereby, (ev) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and hereof, after giving effect to this Sixth Amendment, except (A) to the amendments set forth in Section 2 hereof (other than extent any such representations and warranties that were made as of a specific are expressly limited to an earlier date, in which case case, on and as of the date hereof, such representations and warranties were shall continue to be true and correct when made)in all material respects as of such specified earlier date, and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (fvi) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (gvii) represents and warrants to the Lenders and the Administrative Agent that, immediately after giving effect to this Sixth Amendment, no Event of Default exists.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Sixth Fifth Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents to which it is a party is true and correct as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof (other than representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct when made), (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this Sixth Fifth Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Fifth Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, that immediately before and after giving effect to this Sixth Fifth Amendment, no Default, Event of Default or Borrowing Base Deficiency exists.

Appears in 1 contract

Samples: Credit Agreement (Atlas Resource Partners, L.P.)

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