The Borrower. AGREES TO INDEMNIFY, --------------- DEFEND, AND SAVE HARMLESS THE AGENT, EACH BANK AND THEIR RESPEC- TIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ATTORNEYS, AND EACH OF THEM (THE "INDEMNIFIED PARTIES"), FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, AND OTHER LEGAL PROCEEDINGS, DAMAGES, COSTS, INTEREST, CHARGES, TAXES, COUNSEL FEES, AND OTHER EXPENSES AND PENALTIES (INCLUDING WITHOUT LIMITATION ALL ATTORNEY FEES AND COSTS OR EXPENSES OF SETTLEMENT) WHICH ANY OF THE INDEMNIFIED PARTIES MAY SUSTAIN OR INCUR BY REASON OF OR ARISING OUT OF (A) THE MAKING OF ANY LOAN HEREUNDER, THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE NOTES AND THE CONSUMMATION OF THE TRANSAC- TIONS CONTEMPLATED THEREBY AND THE EXERCISE OF ANY OF THE BANKS' RIGHTS UNDER THIS AGREEMENT AND THE NOTES OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, DAMAGES, COSTS, AND EXPENSES INCURRED BY ANY OF THE INDEMNIFIED PARTIES IN INVESTIGATING, PREPARING FOR, DEFENDING AGAINST, OR PROVIDING EVIDENCE, PRO- DUCING DOCUMENTS, OR TAKING ANY OTHER ACTION IN RESPECT OF ANY COMMENCED OR THREATENED LITIGATION UNDER ANY FEDERAL SECURITIES LAW OR ANY SIMILAR LAW OF ANY JURISDICTION OR AT COMMON LAW OR (B) ANY AND ALL CLAIMS OR PROCEEDINGS (WHETHER BROUGHT BY A PRIVATE PARTY, GOVERNMENTAL AUTHORITY OR OTHERWISE) FOR BODILY INJURY, PROPERTY DAMAGE, ABATEMENT, REMEDIATION, ENVIRONMENTAL DAMAGE, OR IMPAIRMENT OR ANY OTHER INJURY OR DAMAGE RESULTING FROM OR RELATING TO THE RELEASE OF ANY HAZARDOUS MATERIALS LOCATED UPON, MIGRATING INTO, FROM, OR THROUGH OR OTHERWISE RELATING TO ANY PROPERTY OWNED OR LEASED BY THE BORROWER OR ANY SUBSIDIARY (WHETHER OR NOT THE RELEASE OF SUCH HAZARDOUS MATERIALS WAS CAUSED BY THE BORROWER, ANY SUBSIDIARY, A TENANT, OR SUBTENANT OF THE BORROWER OR ANY SUBSIDIARY, A PRIOR OWNER, A TENANT, OR SUBTENANT OF ANY PRIOR OWNER OR ANY OTHER PARTY AND WHETHER OR NOT THE ALLEGED LIABILITY IS ATTRIBUTABLE TO THE HANDLING, STORAGE, GENERATION, TRANSPORTATION, OR DISPOSAL OF ANY HAZARDOUS MATERIALS OR THE MERE PRESENCE OF ANY HAZARDOUS MATERIALS ON SUCH PROPERTY; PROVIDED THAT THE BORROWER SHALL NOT ------------- BE LIABLE TO THE INDEMNIFIED PARTIES WHERE THE RELEASE OF SUCH HAZARDOUS MATERIALS OCCURS AT ANY TIME AT WHICH THE BORROWER OR ANY SUBSIDIARY CEASES TO OWN SUCH PROPERTY); AND PROVIDED FURTHER ---------------- THAT NO INDEMNIFIED PARTY SHALL BE ENTITLED TO THE BENEFITS OF THIS SECTION 13.16 TO THE EXTENT ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT CONTRIBUTED TO ITS LOSS; AND PR...
The Borrower. The Borrower hereby ratifies and confirms all of its Obligations to the Lenders and the Facility Agent and the Borrower hereby affirms its absolute and unconditional promise to pay to the Lenders and the Facility Agent the Loans and all other amounts due under the Credit Agreement, as amended hereby. The Borrower hereby confirms that the Obligations are and remain secured pursuant to the Security Documents and pursuant to all other instruments and documents executed and delivered by the Borrower as security for the Obligations.
The Borrower. (i) is a corporation duly organized and validly existing and in good standing under the laws of the State of Illinois; (ii) is duly qualified as a foreign corporation and is in good standing in all states in which it is doing business except where the failure to so qualify would not have a material adverse effect on the Borrower or its business; and (iii) has all requisite power and authority, corporate or otherwise, to own, operate and lease its property and to carry on its business as now being conducted. Each Holding Company is an Illinois corporation (except for Lake Forest, which is a Delaware corporation) , and has all requisite power and authority, corporate or otherwise, to own, operate and lease its property and to carry on its business as now being conducted. Each Subsidiary is an Illinois banking corporation, and has all requisite Dower a-id authority, corporate or otherwise, to own, operate and lease its property and to carry on its business as now being conducted. The Borrower, the Holding Companies and the Subsidiaries have made payment of all franchise and similar taxes in the State of Illinois and in all of the respective jurisdictions in which they are incorporated or qualified, insofar as such taxes are due and payable at the date of this Agreement, except for any 6 such taxes the validity of which is being contested in good faith and for which proper reserves have been set aside on the books of the Borrower or such Holding Company or Subsidiary, as the case may be. (b) The Borrower is the owner of 100%; of the issued and outstanding capital stock of the Holding Companies.
The Borrower. The Borrower is a duly organized and validly existing corporation, in good standing under the laws of Delaware with all power and authority, corporate or otherwise, necessary to (a) enter into and perform this Agreement and each other Credit Document to which it is party, (b) grant the Agent for the benefit of the Lenders the security interests in the Credit Security owned by it to secure the Credit Obligations and (c) own its properties and carry on the business now conducted or proposed to be conducted by it. Certified copies of the Charter and By-laws of the Borrower have been previously delivered to the Agent and are correct and complete. Exhibit 7.1, as from time to time hereafter supplemented in accordance with Sections 6.4.1 and 6.4.2, sets forth, as of the later of the date hereof or as of the end of the most recent fiscal quarter for which financial statements are required to be furnished in accordance with such Sections, (i) the jurisdiction of incorporation of the Borrower, (ii) the address of the Borrower's principal executive office and chief place of business, (iii) each name, including any trade name, under which the Borrower conducts its business and (iv) the jurisdictions in which the Borrower keeps tangible personal property.
The Borrower. The Administrative Agent shall have received a ------------ certificate, dated the Effective Date of the Secretary or Assistant Secretary of the Borrower (i) attaching a true and complete copy of the resolutions of its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfactory to the Administrative Agent) taken by it to authorize the Loan Documents to which it is a party and the transactions contemplated thereby, (ii) attaching a true and complete copy of its Certificate of Incorporation and By-Laws, (iii) setting forth the incumbency of its officer or officers who may sign such Documents, including therein a signature specimen of such officer or officers and (iv) attaching a certificate of good standing of the Secretary of State of the States of Delaware and California.
The Borrower. SIGNED by ) Xx. Xxxxxxx Xxxxxxx ) for and on behalf of ) Grand Markela Inc., ) /s/ Xxxxxxx Xxxxxxx of Liberia, in the presence of: ) Attorney-in-Fact Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law THE CORPORATE GUARANTOR/PLEDGOR SIGNED by ) Xx. Xxxxxxxxxx-Xxxxx Kallifidas ) for and on behalf of ) NewLead Holdings Ltd., ) /s/ Xxxxxxxxxx-Xxxxx Xxxxxxxxxx of Bermuda, in the presence of: ) Attorney-in-fact Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law THE APPROVED MANAGER SIGNED by ) Xx. Xxxxxxxxxx-Xxxxx Kallifidas ) for and on behalf of ) Newleads Bulkers S.A., ) /s/ Xxxxxxxxxx-Xxxxx Xxxxxxxxxx of Liberia, in the presence of: ) Attorney-in-Fact Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law THE BANK SIGNED by ) Mrs. Xxxxxxxxx Margelou ) /s/ Xxxxxxxxx Margelou and Xxx. Xxxxxxxxx Xxxxxxxx ) Attorney-in-Fact for and on behalf of ) EMPORIKI BANK OF GREECE S.A. ) in the presence of: ) /s/ Xxxxxxxxx Xxxxxxxx Attorney-in-Fact Witness: /s/ Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxx Xxxxxxxxx Address: 00 Xxxxxxxx Xxxxxxxxxx Xxx. Xxxxxxx, Xxxxxx Occupation: Attorney-at-law
The Borrower. (i) is not and will not become a Person or entity described by Section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (12 C.F.R. 595), and the Borrower does not engage in dealings or transactions with any such Persons or entities; and