Each Loan Party definition
Each Loan Party shall deposit into the Collateral Account from time to time (i) the cash proceeds of any of the Collateral (including pursuant to any disposition thereof) to the extent contemplated herein or in any other Loan Document, (ii) the cash proceeds of any Casualty Event with respect to Collateral, to the extent contemplated herein or in any other Loan Document, and (iii) any cash such Loan Party is required to pledge as additional collateral security hereunder pursuant to the Loan Documents.
Each Loan Party has timely filed or caused to be filed all federal and state Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings, for which such Loan Party has set aside on its books adequate reserves, and as to which no Lien has been filed, (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect, or (c) Taxes which are due but not yet delinquent. The Loan Parties do not intend to treat any of the transactions contemplated by the Loan Documents as being a "reportable transaction" within the meaning of 26 CFR 1.6011-4.
Each Loan Party s federal tax identification number is set forth on Schedule 5.4. Each Loan Party has filed all federal, state and local tax returns and other reports each is required by law to file and has paid all taxes, assessments, fees and other governmental charges that are due and payable. Federal income tax returns of each Loan Party have been examined and reported upon by the appropriate taxing authority or closed by applicable statute and satisfied for all fiscal years prior to and including the fiscal year ending June 30, 1999. The provision for taxes on the books of each Loan Party are adequate for all years not closed by applicable statutes, and for its current fiscal year, and no Loan Party has any knowledge of any deficiency or additional assessment in connection therewith not provided for on its books.
Examples of Each Loan Party in a sentence
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement.
Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder.
Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.
More Definitions of Each Loan Party
Each Loan Party has full power to enter into, execute, deliver, and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part.
Each Loan Party has all applicable FDA Permits, all of which (A) are valid and in full force and effect, (B) have not been reversed, stayed, set aside, annulled or suspended, (C) are not subject to any conditions or requirements that are not generally imposed on the holders thereof, and (iii) constitute the only licenses, permits, authorizations, consents and approvals required from FDA for the operation of the Loan Party's business as currently conducted and as contemplated in the Purchase Documents. Without limitation on the foregoing representations and warranties in this Section 5.1(hh):
Each Loan Party has filed, has caused to be filed or has been included in all income and other material tax returns (Federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties or is contesting such taxes in good faith and by appropriate proceedings diligently conducted and reserves or other appropriate provisions therefor have been established in accordance with GAAP.
Each Loan Party. The Chase Manhattan Bank, N.A. ("Chase"), Chemical Bank ("Chemical") and ▇▇▇▇▇▇ (the "Assignment Agreement"), each of Chase and Chemical (each, a "Bank" and collectively, "Banks") sold and assigned to ▇▇▇▇▇▇ its rights and obligations under an Amended and Restated Credit Agreement and Guaranty dated May 6, 1992 among Borrower, R Squared, each Bank, Chase as collateral agent for Banks and Chemical as revolving credit agent for Banks, the Amended and Restated Security Agreement dated May 6, 1992 made by Borrower to Banks (each as previously amended and supplemented from time to time, the "Prior Credit Agreements") and all other documents, instruments and agreements executed in connection therewith and all rights appurtenant thereto (other than any mortgage related indebtedness owed to each Bank under the Prior Credit Agreements) (the "Assigned Documents"); and
Each Loan Party has timely filed all tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges due and payable with respect to such return, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Loan Parties have made adequate reserves on their books and records in accordance with GAAP for all taxes that have accrued but which are not yet due and payable. No Loan Party has participated in any transaction that relates to a year of the taxpayer (which is still open under the applicable statute of limitations) which is a "reportable transaction" within the meaning of Treasury Regulation Section 1.601 l-4(b)(2) (irrespective of the date when the transaction was entered into).
Each Loan Party has the full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all of its respective Obligations hereunder and thereunder, as the case may be. This Agreement and the Other Documents to which each Loan Party is a party constitute the legal, valid and binding obligations of such Loan Party, enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally. The execution, delivery and performance of this Agreement and of the Other Documents by each Loan Party a party hereto or thereto (a) are within such Loan Party's corporate, limited partnership or limited liability company powers, as the case may be, have been duly authorized, are not in contravention of law or the terms of such Loan Party's by-laws, operating agreement, articles of incorporation, certificate of limited partnership, articles of organization, limited partnership agreement or other applicable documents relating to such Loan Party's formation or organization, as the case may be, or to the conduct of such Loan Party's business or of any material agreement or undertaking to which such Loan Party is a party or by which such Loan Party is bound, and (b) will not conflict with nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Loan Party under the provisions of any material agreement, charter document, instrument, by-law, or other instrument to which such Loan Party is a party or by which it or its property may be bound.
Each Loan Party shall fully cooperate with the Financial Advisor in its performing of the Advisor Services, including without limitation (a) permitting the Financial Advisor to inspect all properties, books and records and other Loan Party information and copy and otherwise make abstracts or records of the same, (b) making its officers and employees and its independent certified public accounts available to the Financial Advisor for discussions on the business, operations, properties, and financial and other conditions of the Loan Parties, (c) authorizing the Financial Advisor to disclose and provide to the Administrative Agent and the Lenders information, notes, photographs and other records obtained by it in its role as Financial Advisor relating to the financial condition, business, assets, liabilities and prospects of the Loan Parties. All fees and expenses of the Financial Advisor shall be solely the responsibility of the Loan Parties.