Common use of Enforceability Clause in Contracts

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 54 contracts

Samples: Assignment and Assumption Agreement (EVERTEC, Inc.), Credit Agreement (Verso Sartell LLC), Credit Agreement (Noranda Aluminum Holding CORP)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 30 contracts

Samples: Credit Agreement (Massey Energy Co), Credit Agreement (Weight Watchers International Inc), Credit Agreement (Covalence Specialty Adhesives LLC)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Appears in 20 contracts

Samples: Credit Agreement (Sprouts Farmers Markets, LLC), Credit Agreement (AP Gaming Holdco, Inc.), Credit Agreement (AP Gaming Holdco, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ( iii c) implied covenants of good faith and fair dealing.

Appears in 16 contracts

Samples: Credit Agreement (Crestwood Midstream Partners LP), Credit Agreement (Crestwood Midstream Partners LP), Guarantee and Collateral Agreement (Crestwood Midstream Partners LP)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each the applicable Loan Party that is party thereto will constitute, a legal, valid and binding obligation obligations of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency , moratorium , reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting creditors’ rights generally, (ii) and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 13 contracts

Samples: Credit Agreement (Tallgrass Energy Partners, LP), Credit Agreement (Tallgrass Energy Partners, LP), Credit Agreement (Tallgrass Energy, LP)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower and each Loan Party Guarantor that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against the Borrower and each such Loan Party Guarantor in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), ( iii c) implied covenants of good faith and fair dealing , and (d) the need for filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent.

Appears in 12 contracts

Samples: Credit Agreement (Dollar Tree Inc), Credit Agreement (Herman Miller Inc), Credit Agreement (Centurylink, Inc)

Enforceability. This Agreement has The Credit Documents have been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Credit Party that is a party thereto will constitute, a and constitute the legal, valid and binding obligation obligations of such Loan Credit Party and are enforceable against each such Loan Credit Party in accordance with its their respective terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ( iii c) implied covenants of good faith and fair dealing.

Appears in 12 contracts

Samples: Credit and Guaranty Agreement (Lannett Co Inc), Assignment Agreement (Gateway Casinos & Entertainment LTD), Two Year Equity Bridge Credit and Guaranty Agreement (Concordia Healthcare Corp.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower Borrowers and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 11 contracts

Samples: Abl Credit Agreement (Claire's Holdings LLC), Credit Agreement (RBS Global Inc), Intercreditor Agreement (Rexnord Corp)

Enforceability. This Agreement Amendment has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each such Loan Party that is party thereto will constitute, and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors’ rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 11 contracts

Samples: Credit Agreement (Cheniere Energy Inc), Credit Agreement (Cheniere Energy Inc), Credit Agreement (Cheniere Energy Inc)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower each Loan Party and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 9 contracts

Samples: Credit Agreement (Telesat Holdings Inc.), Credit Agreement (Rayonier Advanced Materials Inc.), Credit Agreement (Rayonier Advanced Materials Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors’ rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 8 contracts

Samples: Revolving Loan Credit Agreement (Network Communications, Inc.), Credit Agreement (Blackline, Inc.), Credit Agreement (Energy & Exploration Partners, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium fraudulent conveyance, reorganization, fraudulent conveyance or moratorium and other similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles ( ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) an implied covenants covenant of good faith and fair dealing.

Appears in 8 contracts

Samples: Credit Agreement (Cbre Group, Inc.), Second Lien Intercreditor Agreement (Cb Richard Ellis Group Inc), Credit Agreement (Cbre Group, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) except to the extent set forth in the applicable Foreign Pledge Agreements, any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Appears in 8 contracts

Samples: Credit Agreement (Quality Distribution Inc), Credit Agreement (Affinion Loyalty Group, Inc.), Credit Agreement (Quality Distribution Inc)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 7 contracts

Samples: Credit Agreement (New Skies Satellites Holdings Ltd.), Credit Agreement (TRW Automotive Holdings Corp), Credit Agreement (Nalco Holding CO)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower and each Subsidiary Loan Party that is party thereto and the Holdings Guarantee and Pledge Agreement when executed and delivered by Holdings, will constitute, constitute a legal, valid and binding obligation of such Loan Party enforceable against Holdings, the Borrower and each such Subsidiary Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests of Foreign Subsidiaries that are not Loan Parties.

Appears in 7 contracts

Samples: Incremental Assumption and Amendment Agreement (ADT Inc.), Credit Agreement (ADT Inc.), Credit Agreement (ADT Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings, Intermediate Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors ' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 7 contracts

Samples: Credit Agreement (TRW Automotive Inc), Credit Agreement (TRW Automotive Inc), Credit Agreement (TRW Automotive Inc)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors’ rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 7 contracts

Samples: Credit Agreement (Affirmative Insurance Holdings Inc), Credit Agreement (Dynegy Inc /Il/), Lien Credit Agreement (Dynegy Inc /Il/)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower and each Subsidiary Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party Person enforceable against each such Loan Party Person in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ( iii c) implied covenants of good faith and fair dealing.

Appears in 7 contracts

Samples: Guarantee and Collateral Agreement (Summit Midstream Partners, LP), Credit Agreement (Summit Midstream Partners, LP), Credit Agreement (Summit Midstream Partners, LP)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower and each Subsidiary Loan Party that is party thereto and the Holdings Guarantee and Pledge Agreement when executed and delivered by Holdings will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each the Borrower, such Subsidiary Loan Party and Holdings, as applicable, in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests of Foreign Subsidiaries that are not Loan Parties.

Appears in 7 contracts

Samples: Incremental Assumption and Amendment Agreement (Rackspace Technology, Inc.), Incremental Assumption Agreement (Rackspace Technology, Inc.), Incremental Assumption Agreement (Rackspace Technology, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, examinership, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 7 contracts

Samples: Lease Agreement (Chart Industries Inc), Lease Agreement (Chart Industries Inc), Credit Agreement (Chart Industries Inc)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower Borrowers and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 7 contracts

Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

Enforceability. This Agreement Amendment has been duly executed and delivered by Holdings such Cheniere Party and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, constitutes a legal, valid and binding obligation of such Loan Cheniere Party enforceable against each such Loan Cheniere Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors’ rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 6 contracts

Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Cheniere Energy Inc), Guarantee and Collateral Agreement (Cheniere Energy Inc)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium fraudulent conveyance, reorganization, fraudulent conveyance or moratorium and other similar laws relating to or affecting creditors ' rights generally, generally and to general equitable principles ( ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) an implied covenants covenant of good faith and fair dealing.

Appears in 6 contracts

Samples: Credit Agreement (Blum Capital Partners Lp), Credit Agreement (Fs Equity Partners Iii Lp), Credit Agreement (Koll Donald M)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the such Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto such Borrower will constitute, a legal, valid and binding obligation of such Loan Party Borrower enforceable against each such Loan Party Borrower in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors’ rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 6 contracts

Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co), Credit Facility Agreement (Weyerhaeuser Co), Credit Facility Agreement (Weyerhaeuser Co)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) except to the extent set forth in the applicable Foreign Pledge Agreements, any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Appears in 6 contracts

Samples: Credit Agreement (Hexion Specialty Chemicals, Inc.), Credit Agreement (Hexion Specialty Chemicals, Inc.), Credit Agreement (Hexion Specialty Chemicals, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) except to the extent set forth in the applicable Foreign Pledge Agreements or Foreign Security Documents, any foreign laws, rules and regulations as they relate to pledges of Equity Interests or granting of Liens pursuant to such agreements.

Appears in 5 contracts

Samples: Credit Agreement (Affinion Group Holdings, Inc.), Credit Agreement (Affinion Group Holdings, Inc.), Credit Agreement (Affinion Group, Inc.)

Enforceability. This Agreement Amendment has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each such Loan Party that and is party thereto will constitute, a the legal, valid and binding obligation of such Loan Party Party, enforceable against each such Loan Party in accordance with its terms, subject to except as affected by (i) the effects of applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, fraudulent conveyance or transfer and other similar laws relating to or affecting the enforcement of creditors’ rights generally, generally and/or (ii) general principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding at law or in equity or at law) and (iii) implied covenants of good faith and fair dealing equity).

Appears in 5 contracts

Samples: Credit Agreement (Patriot National, Inc.), Credit Agreement (Patriot National, Inc.), Credit Agreement (Patriot National, Inc.)

Enforceability. This Agreement has been been, and each other Loan Document to which each Loan Party is a party, when delivered hereunder, will have been, duly executed and delivered by Holdings and the Borrower and such Loan Party. This Agreement constitutes, and each other Loan Document when executed and so delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ( iii c) implied covenants of good faith and fair dealing.

Appears in 5 contracts

Samples: Credit Agreement (Hill-Rom Holdings, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower and each Subsidiary Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against the Borrower and each such Subsidiary Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Appears in 5 contracts

Samples: Asset Based Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.), Asset Based Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.), Credit Agreement (Sun Country Airlines Holdings, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. and

Appears in 5 contracts

Samples: Term Loan Credit Agreement, Second Lien Bridge Credit Agreement, First Lien Bridge Credit Agreement

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) except to the extent set forth in the applicable Foreign Pledge Agreements, any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries.

Appears in 4 contracts

Samples: Credit Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors ' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 4 contracts

Samples: Loan Agreement (BCP Crystal Holdings Ltd. 2), Loan Agreement (Celanese Ag), Loan Agreement (Celanese CORP)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party Party, enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) ), and ( iii c) implied covenants of good faith and fair dealing.

Appears in 4 contracts

Samples: Amendment Agreement (Hexion Inc.), Asset Based Revolving Credit Agreement (Hexion Inc.), Collateral Access Agreement (Momentive Specialty Chemicals Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 4 contracts

Samples: Credit Agreement (Dresser-Rand Group Inc.), Credit Agreement (Dresser Inc), First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, generally and ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing ).

Appears in 4 contracts

Samples: Guaranty Agreement (Frank's International N.V.), Revolving Credit Agreement (Frank's International N.V.), Guaranty Agreement (Frank's International N.V.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests or granting of Liens pursuant to such agreements.

Appears in 4 contracts

Samples: Credit Agreement (Centric Brands Inc.), Second Lien Credit Agreement (Centric Brands Inc.), Credit Agreement (Centric Brands Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower and each Subsidiary Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against the Borrower and each such Subsidiary Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests of Foreign Subsidiaries that are not Loan Parties.

Appears in 4 contracts

Samples: First Lien Credit Agreement (Hostess Brands, Inc.), First Lien Credit Agreement (Hostess Brands, Inc.), First Lien Credit Agreement (Hostess Brands, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors ' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 4 contracts

Samples: Credit Agreement (Universal City Development Partners LTD), Credit Agreement (Nuance Communications, Inc.), Credit Agreement (Nuance Communications, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings Parent and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 4 contracts

Samples: Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.), Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.), Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.)

Enforceability. This Agreement Amendment has been duly executed and delivered by Holdings such Loan Party, and the Borrower and constitutes Credit Agreement, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute as amended hereby, constitutes a legal, valid and binding obligation of such Loan Party Party, enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors’ rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 4 contracts

Samples: Credit Agreement (FlexEnergy Green Solutions, Inc.), Credit Agreement (FlexEnergy Green Solutions, Inc.), Credit Agreement (FlexEnergy Green Solutions, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and each of the Borrower Loan Parties and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ( iii c) implied covenants of good faith and fair dealing.

Appears in 4 contracts

Samples: Credit Agreement (Floor & Decor Holdings, Inc.), Credit Agreement (FDO Holdings, Inc.), Credit Agreement (FDO Holdings, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings the Holdcos and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party and the Parent Guarantor that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party and the Parent Guarantor enforceable against each such Loan Party and the Parent Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 4 contracts

Samples: Credit Agreement (Constellium SE), Credit Agreement (Constellium N.V.), Credit Agreement (Constellium N.V.)

Enforceability. This Agreement has been duly executed and delivered by each of Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors’ rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 3 contracts

Samples: Credit Agreement (True Temper Sports PRC Holdings Inc), Second Lien Credit Agreement (True Temper Sports Inc), Credit Agreement (True Temper Sports Inc)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower and each Subsidiary Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each the Borrower and such Subsidiary Loan Party as applicable, in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests of Foreign Subsidiaries that are not Loan Parties.

Appears in 3 contracts

Samples: Credit Agreement (Cerence Inc.), Credit Agreement (Open Lending Corp), Credit Agreement (Cerence Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings Holdings, the Company and the Borrower CALLC and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of (x) in the case of this Agreement, Holdings and each Borrower or (y) in the case of such other Loan Documents, such Loan Party Party, enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 3 contracts

Samples: Credit Agreement (Celanese Corp), Credit Agreement (Celanese CORP), Credit Agreement (Celanese Corp)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance reorganization or other similar laws affecting creditors ' rights generally, (ii) general generally and equitable principles of equity general applicability (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law) and (iii) implied covenants of good faith and fair dealing equity).

Appears in 3 contracts

Samples: Merger Company (Neenah Foundry Co), Credit Agreement (Hartley Controls Corp), Credit Agreement (Hartley Controls Corp)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower each Loan Party that is party hereto and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), ( iii c) implied covenants of good faith and fair dealing dealing and (d) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Appears in 3 contracts

Samples: Revolving Credit Agreement (AZEK Co Inc.), Assignment and Acceptance (CPG Newco LLC), Revolving Credit Agreement (CPG Newco LLC)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower each Obligor Party and constitutes, and each other Loan Document to which such Obligor Party is or will be a party when executed and delivered by each Loan such Obligor Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Obligor Party enforceable against each such Loan Obligor Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ( iii c) implied covenants of good faith and fair dealing.

Appears in 3 contracts

Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings Parent, Borrower Holdco and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), ( iii c) implied covenants of good faith and fair dealing dealing and (d) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Appears in 3 contracts

Samples: Credit Agreement (Smart & Final Stores, Inc.), Assignment and Acceptance (Smart & Final Stores, Inc.), Credit Agreement (Smart & Final Stores, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto the Borrower will constitute, a legal, valid and binding obligation of such Loan Party the Borrower enforceable against each such Loan Party it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 3 contracts

Samples: Credit Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc), Term Loan Credit Agreement (Claires Stores Inc)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower each Loan Party that is party hereto and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 3 contracts

Samples: Credit Agreement (MPM Silicones, LLC), Credit Agreement (Momentive Performance Materials Inc.), Credit Agreement (Momentive Performance Materials Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower each Loan Party that is party hereto and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, including in the case of the Debtors only the entry by the Bankruptcy Court of the Interim Order and the Final Order and to the terms thereof ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ( iii c) implied covenants of good faith and fair dealing.

Appears in 3 contracts

Samples: Senior Secured Term Loan Agreement (Hexion Inc.), Possession Term Loan Agreement (Momentive Performance Materials Inc.), Collateral Access Agreement (Momentive Performance Materials Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings Parent and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 3 contracts

Samples: Credit Agreement (EVERTEC, Inc.), Credit Agreement (Alpha Natural Resources, Inc.), Credit Agreement (EVERTEC, Inc.)

Enforceability. This Agreement Each Loan Document has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors ' rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 3 contracts

Samples: Amendment Agreement (Terex Corp), Tranche C Credit Agreement (Terex Corp), Tranche C Credit Agreement (Terex Corp)

Enforceability. This Agreement has The Credit Documents have been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Credit Party that is a party thereto will constitute, a and constitute the legal, valid and binding obligation obligations of such Loan Credit Party and are enforceable against each such Loan Credit Party in accordance with its their respective terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (c) any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to any Agent under Section 3 and ( iii d) implied covenants of good faith and fair dealing.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium fraudulent conveyance, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors’ rights generally, (ii) generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) an implied covenants covenant of good faith and fair dealing.

Appears in 3 contracts

Samples: Term Loan Agreement, Term Loan Agreement, Loan Agreement

Enforceability. This Agreement has been duly executed and delivered by Holdings, Intermediate Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 3 contracts

Samples: Credit Agreement (TRW Automotive Holdings Corp), Credit Agreement (TRW Automotive Holdings Corp), Credit Agreement (TRW Automotive Holdings Corp)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors ' rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 3 contracts

Samples: Revolving Loan Credit Agreement (Network Communications, Inc.), Term Loan Credit Agreement (Network Communications, Inc.), First Lien Credit Agreement (Pacific Energy Resources LTD)

Enforceability. This Agreement has been been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Obligated Party that is party thereto will constitute, thereto. This Agreement constitutes a legal, valid and binding obligation of such Loan Party the Borrower enforceable against each such Loan Party in accordance with its terms, subject to as such enforceability may be limited by (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting the enforcement of creditors’ rights generally, generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing ).

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Lennox International Inc), Revolving Credit Facility Agreement (Lennox International Inc)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Appears in 2 contracts

Samples: Credit Agreement (Caesars Acquisition Co), Credit Agreement (Adtalem Global Education Inc.)

Enforceability. This Agreement has been been, and each other Transaction Document when delivered hereunder will have been, duly executed and delivered by Holdings and the Borrower and constitutes each Transaction Party party thereto. This Agreement is, and each other Loan Transaction Document when executed and delivered hereunder by each Loan a Transaction Party that is party thereto will constitute be, a the legal, valid and binding obligation of such Loan Party Transaction Party, enforceable against each such Loan Transaction Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) ), and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Investment Agreement (Desert Hawk Gold Corp.), Investment Agreement (Desert Hawk Gold Corp.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and each of the Borrower Borrowers and constitutes, and each other Loan Document constitutes or, when executed and delivered by each Loan Party that is party thereto delivered, will constitute, constitute a legal, valid and binding obligation of such Loan each Credit Party thereto, enforceable against each such Loan Party in accordance with its terms terms (subject, subject as to (i) the effects of enforceability, to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors ' rights generally, (ii) generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law) and (iii) implied covenants of good faith and fair dealing equity)).

Appears in 2 contracts

Samples: Credit Agreement (Zimmer Holdings Inc), Credit Agreement (Zimmer Holdings Inc)

Enforceability. This Agreement has been duly executed and delivered by Holdings Holdings, the Company and the Borrower CAC and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of (x) in the case of this Agreement, Holdings and each Borrower or (y) in the case of such other Loan Documents, such Loan Party Party, enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (Celanese CORP), Credit Agreement (Celanese CORP)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) ), and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Vici Properties Inc.), Credit Agreement (Vici Properties Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and Table of Contents fair dealing dealing and (iv) except to the extent set forth in Foreign Pledge Agreements, any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Hughes Network Systems, LLC), Credit Agreement (Hughes Communications, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower each Loan Party and constitutes, and each other Loan Document to which such Loan Party is or will be a party when executed and delivered by each such Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ( iii c) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance reorganization or other similar laws affecting creditors ' rights generally, (ii) general generally and equitable principles of equity general applicability (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law) and (iii) implied covenants of good faith and fair dealing equity).

Appears in 2 contracts

Samples: Credit Agreement (American Commercial Lines LLC), Acl Capital Corp

Enforceability. This Subject, in the case of each Loan Party that is a Debtor, to the entry of the Orders and subject to the terms thereof, this Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) except in the case of each Loan Party that is a Debtor, the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Possession Credit Agreement (Alpha Natural Resources, Inc.), Credit Agreement (Alpha Natural Resources, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings Holdings, the Borrower and the Borrower Subsidiary Loan Parties and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, terms subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) except to the extent set forth in any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Appears in 2 contracts

Samples: Assignment and Acceptance Agreement (Verso Corp), Joinder Agreement (Verso Corp)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors ' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (Nalco Energy Services Equatorial Guinea LLC), Credit Agreement (Dresser-Rand Group Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings Parent, Borrower Holdco and the Borrower Parties and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), ( iii c) implied covenants of good faith and fair dealing dealing and (d) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Appears in 2 contracts

Samples: Credit Agreement (Smart & Final Stores, Inc.), Assignment and Acceptance (Smart & Final Stores, Inc.)

Enforceability. This Agreement has and each other Loan Document to which any Loan Party is a party have been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each such Loan Party that is party thereto will constitute, and constitutes a legal, valid and binding obligation of such Loan Party Party, enforceable against each the such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance reorganization or other similar laws affecting creditors’ rights generally, generally and ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing ).

Appears in 2 contracts

Samples: Credit Agreement (SemGroup Corp), Credit Agreement (SemGroup Corp)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes Borrower, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute constitutes, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ( iii c) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (Equitrans Midstream Corp), Credit Agreement (Dte Energy Co)

Enforceability. This Agreement has been duly executed and delivered by Holdings and Agreement, the Borrower and constitutes Revolving Credit Notes, and each other Loan Document when has been, and will be, duly and validly executed and delivered by each Loan Party that which is or will become a party thereto thereto, and each constitutes or will constitute, constitute a legal, valid and legally binding obligation agreement of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ creditor's rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 2 contracts

Samples: Credit Agreement (Natural Resource Partners Lp), Credit Agreement (Natural Resource Partners Lp)

Enforceability. This Agreement has been duly executed and delivered by each of Holdings and the Borrower and constitutes, and each other Loan Document contemplated hereby to which it is or will be a party, when executed and delivered by each Loan Party that is party thereto Holdings or the Borrower, as applicable, will constitute, a legal, valid and binding obligation of such Loan Party Holdings or the Borrower, as applicable, enforceable against each such Loan Party Holdings or the Borrower, as applicable, in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Secured Term Loan Agreement (Silver Lake Investors Lp), Secured Term Loan Agreement (H&f Investors Iv LLC)

Enforceability. This Agreement has been duly executed and delivered by Holdings the Borrower and the Euro Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower, the Euro Borrower and each Subsidiary Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Company Party enforceable against each such Loan Party Company Party, as applicable, in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) the Legal Reservations.

Appears in 2 contracts

Samples: Credit Agreement (Weber Inc.), Credit Agreement (Weber Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) except to the extent set forth in Foreign Pledge Agreements, any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Hughes Communications, Inc.), Credit Agreement (Hughes Communications, Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings Holdings, the Borrower and the Borrower Subsidiary Loan Parties and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, terms subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (Verso Corp), Credit Agreement (Verso Corp)

Enforceability. This Agreement has been duly executed and delivered by Holdings the Holdcos and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Abl Credit Agreement (Constellium Holdco B.V.), Abl Credit Agreement (Constellium Holdco B.V.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower each Loan Party and constitutes, and each other Loan Document Document, the Exchange Notes Indenture, the Exchange Notes (and the related guarantees) and the Registration Rights Agreement when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Bridge Loan Agreement (Loral Space & Communications Inc.), Senior Bridge Loan Agreement (Loral Space & Communications Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower RCS Companies and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium fraudulent conveyance, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors’ rights generally, (ii) generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) an implied covenants covenant of good faith and fair dealing.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (RCS Capital Corp), First Lien Credit Agreement (RCS Capital Corp)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in, and Indebtedness issued by, Foreign Subsidiaries that are not Loan Parties.

Appears in 2 contracts

Samples: Credit Agreement (Caesars Entertainment, Inc.), Credit Agreement (CAESARS ENTERTAINMENT Corp)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium fraudulent transfer, reorganization, fraudulent conveyance or moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally, (ii) generally and to general principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing ).

Appears in 2 contracts

Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)

Enforceability. This Agreement has been duly executed and delivered by Holdings, Intermediate Holdings and the Borrower Borrowers and constitutes, and each other Loan Document when executed and delivered by either Borrower and each Subsidiary Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against the Borrowers and each such other Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Appears in 2 contracts

Samples: Credit Agreement (Presidio, Inc.), Joinder Agreement (Presidio, Inc.)

Enforceability. This Agreement has and each other Bond Document to which any Loan Party is a party have been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each such Loan Party that is party thereto will constitute, and constitutes a legal, valid and binding obligation of such Loan Party Party, enforceable against each the such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance reorganization or other similar laws affecting creditors’ rights generally, generally and ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing ).

Appears in 2 contracts

Samples: Continuing Covenant Agreement (SemGroup Corp), Continuing Covenant Agreement (SemGroup Corp)

Enforceability. This Agreement Amendment has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is a party thereto will constitute, hereto and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors’ rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Cheniere Energy Inc)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each the applicable Loan Party that is party thereto will constitute, a legal, valid and binding obligation obligations of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency , moratorium , reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting creditors’ rights generally, (ii) and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 2 contracts

Samples: Credit Agreement (Enviva Partners, LP), Credit Agreement (Enviva Partners, LP)

Enforceability. This Agreement has been duly executed and delivered by Holdings Holdings, the Borrower, the other First Tier Covenant Parties and the Borrower Subsidiary Loan Parties and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, terms subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) except to the extent set forth in any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Appears in 2 contracts

Samples: Senior Secured Term Loan Agreement (Verso Corp), Agreement and Plan of Merger (Verso Corp)

Enforceability. This Subject, in the case of each Borrower that is a Debtor, to the entry of the DIP Orders and subject to the terms thereof, this Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party Borrower that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party Borrower enforceable against each such Loan Party Borrower in accordance with its terms, subject to (i) except in the case of each Borrower that is not a Debtor, the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (Cloud Peak Energy Inc.), Credit Agreement (Cloud Peak Energy Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by the each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium fraudulent conveyance, reorganization, fraudulent conveyance or moratorium and other similar laws relating to or affecting creditors’ rights generally, generally and to general equitable principles ( ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) an implied covenants covenant of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (Cbre Holding Inc), Credit Agreement (Cb Richard Ellis Group Inc)

Enforceability. This Agreement has been duly executed and delivered by Parent, Holdings and the Borrower Borrowers and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Amaya Inc.), First Lien Credit Agreement (Amaya Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ( iii c) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (Dresser-Rand Group Inc.), Credit Agreement (Dresser-Rand Group Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings, U.S. Holdings and the Borrower Borrowers and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party Party, in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests of Foreign Subsidiaries that are not Loan Parties.

Appears in 2 contracts

Samples: Joinder Agreement (Stars Group Inc.), Joinder Agreement (Stars Group Inc.)

Enforceability. This Agreement has been duly executed and delivered by Holdings the Company, Holdco and the each Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to ( i a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, ( ii b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and ( iii c) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (Integra Leasing As), Credit Agreement (CHC Group Ltd.)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the each Borrower and constitutes, and each other Loan Financing Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors ' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (BCP Crystal Holdings Ltd. 2), Credit Agreement (Celanese CORP)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto the Borrower will constitute, a legal, valid and binding obligation of such Loan Party the Borrower enforceable against each such Loan Party the Borrower in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (Affinion Group Holdings, Inc.), Credit Agreement (CAESARS ENTERTAINMENT Corp)

Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Each Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law ) and ), (iii) implied covenants of good faith and fair dealing dealing and (iv) except to the extent set forth in the applicable Non-U.S. Pledge Agreements, any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Non-U.S. Subsidiaries that are not Loan Parties.

Appears in 2 contracts

Samples: Credit Agreement (Constellium Holdco B.V.), Credit Agreement (Constellium Holdco B.V.)

Enforceability. This Agreement has been duly executed and delivered by Holdings such Loan Party, and assuming this Agreement is a valid and binding obligation of the Borrower and Lender, constitutes, and each other Loan Document when executed and delivered by such Loan Party, and assuming each other Loan Party that Document is party thereto a valid and binding obligation of the Lender, will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance moratorium or other similar laws affecting creditors’ rights generally, (ii) generally and subject to general principles of equity ( equity, regardless of whether such enforceability is considered in a proceeding in equity or at law ) and (iii) implied covenants of good faith and fair dealing .

Appears in 2 contracts

Samples: Loan Agreement (HeartWare International, Inc.), Loan Agreement (Thoratec Corp)

Enforceability. This Agreement has been duly executed and delivered by each of Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, examinership, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Credit Agreement (Fathom Digital Manufacturing), Credit Agreement (Altimar Acquisition Corp. II)

Enforceability. This Subject to the entry of the Order, this Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

Appears in 2 contracts

Samples: Possession Credit Agreement (Tuesday Morning Corp/De), Tuesday Morning Corp/De