Example ContractsClausesRepresentations and Warranties of Aegis and ​-District Creditors
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Aegis represents and warrants to the Pari Passu Creditors that:

Aegis represents and warrants to the -District Creditors that:

Consent of Aegis to -District Note Documents. Notwithstanding anything to the contrary contained herein, Aegis hereby approves and consents to all of the terms and conditions of the -District Note Documents as in effect on the Effective Date, subject to the accuracy of the representations and warranties of the -District Creditors made in [Section 13(a)] hereof; provided for the avoidance of doubt, the parties hereto acknowledge that the rights, duties and obligations of the parties to the -District Note Documents are subject to the terms of this Agreement, and the consent provided in this [Section 12(a)] shall not constitute a waiver of any rights of Aegis or any of the duties and obligations of the Obligors and the -District Creditors under this Agreement.

#, Craft Canning, Aegis and the -District Creditors are entering into this Agreement to, among other things, regulate the relation among Aegis and the -District Creditors in connection with the Aegis Debt (as defined below) and the -District Debt (as defined below).

No Other Representations or Warranties. No representations, warranties, covenants or agreements have been made by Aegis to the other parties hereto except as expressly set forth herein and such other parties hereto have not relied upon any representation, warranty, covenant or agreement made by Aegis unless expressly set forth herein, including without limiting the generality of the foregoing, any representation, warranty, covenant or agreement by Aegis to provide or make any credit, advance or loan to any Obligor or to extend the time of payment of any such credit, advance or loan or to grant any waiver or forbearance with respect thereto. No representations, warranties, covenants or agreements have been made by the -District Creditors to the other parties hereto except as expressly set forth herein and such other parties hereto have not relied upon any representation, warranty, covenant or agreement made by the -District Creditors unless expressly set forth herein, including without limiting the generality of the foregoing, any representation, warranty, covenant or agreement by the -District Creditors to provide or make any credit, advance or loan to any Obligor or to extend the time of payment of any such credit, advance or loan or to grant any waiver or forbearance with respect thereto.

In the event that, notwithstanding the foregoing, any payment by, or distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, shall be directly or indirectly received by # the -District Creditors, in excess of the amount which the -District Creditors are entitled to receive pursuant to the foregoing clauses # and/or # in order to make the Pari Passu Debt paid and applied ratably and proportionately amongst and between Aegis and the -District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages, the -District Creditors shall promptly deliver such payment to Aegis for application to payment of the remaining unpaid Aegis Debt and until so delivered to Aegis will be held by the -District Creditors in trust as Aegis’ property, or # Aegis, in excess of the amount which Aegis are entitled to receive pursuant to the foregoing clauses # and/or # in order to make the Pari Passu Debt paid and applied ratably and proportionately amongst and between Aegis and the -District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages, Aegis shall promptly deliver such payment to the -District Creditors for application to payment of the remaining unpaid -District Debt and until so delivered to the -District Creditors will be held by Aegis in trust as the -District Creditors’ property, the intent of this [clause (c)] being to give effect to the provisions of the [foregoing [clauses (a) and (b)])]])].

Prohibited Aegis Payments. Aegis hereby agrees that in the event any Obligor makes any payment to Aegis or any Affiliate thereof (including any payment received as proceeds of any Collateral for the Aegis Debt), or any other distribution of any property, on account of any Aegis Debt which payment or other distribution is # in excess of the amount of any payment or distribution which Aegis is permitted to receive under the terms of this Agreement at the time such payment or distribution is received or # expressly prohibited under this Agreement (collectively, “Prohibited Aegis Payments”), Aegis will # notify the -District Creditors of the occurrence of such Prohibited Aegis Payment promptly and in no event later than three (3) Business Days of the occurrence of such Prohibited Aegis Payment, and # Aegis shall be required to cure such Prohibited Aegis Payment, in cooperation with the -District Creditors, such that the full amount of the Prohibited Aegis Payment will be re-distributed as follows: # First, to Aegis, in an amount up to the portion of such Prohibited Aegis Payment, if any, which would have constituted a Permitted Aegis Payment if such portion had been the only payment, distribution or recovery received by Aegis or its Affiliate on account of the Aegis Debt as of the date such Prohibited Aegis Payment occurred, as payment against the outstanding Aegis Debt due and payable and permitted to be paid under this Agreement (at the time the Prohibited Aegis Payment was received); # Second, to the -District Creditors, in an amount up to the remaining portion of such Prohibited Aegis Payment, if any, that would have constituted a Permitted -District Payment if such payment had been made to the -District Creditors (instead of to Aegis or the Affiliate thereof whose receipt thereof constituted a Prohibited Aegis Payment), as payment against the outstanding Aegis Debt due and payable and permitted to be paid under this Agreement (determined as of the time the Prohibited Aegis Payment was received); # Third, # to Aegis and the -District Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the -District Creditors, or # solely to the extent the Prohibited Aegis Payment constitutes Net Cash Proceeds of an Other Prepayment Event or Spirits Business Net Cash Proceeds of a Permitted Sale, to Aegis and the District Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the -District Creditors.

“Secured ” means Aegis or any of the -District Creditors (collectively, the “Secured Creditors”).

WAIVER OF JURY TRIAL. AEGIS, LDI, THE -DISTRICT CREDITORS AND THE OBLIGORS HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. AEGIS, LDI, THE -DISTRICT CREDITORS AND THE OBLIGORS ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF AEGIS, LDI, THE -DISTRICT CREDITORS AND OBLIGORS WARRANT AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

Agent” shall mean Aegis in its capacity as Agent hereunder until upon the occurrence of an Aegis-Obligor Fundamental Transaction and the -District Creditors’ election to replace Aegis as Agent with the Successor Agent in accordance with [Section 4(f)] of this Agreement, whereupon “Agent” shall mean the Successor Agent.

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