Common use of Borrower Representations, Warranties and Covenants Clause in Contracts

Borrower Representations, Warranties and Covenants. Borrower represents, warrants and covenants that: (a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents, including without limitation, the Representations, are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Default or Event of Default has occurred and is continuing, other than the Existing Defaults; (b) Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; (c) the certificate of incorporation, bylaws and other organizational documents of Borrower delivered to PFG on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect, without further amendment or other Board of Directors or stockholder action; (d) the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended, has been duly authorized by all necessary corporate action on the part of Borrower, including any and all requisite stockholder consents; (e) this Amendment has been duly executed and delivered by Borrower and constitutes the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; (f) as of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations and it has no claims of any kind against PFG. Borrower acknowledges that PFG has acted in good faith and has conducted in a commercially reasonable manner its relationship with Borrower in connection with this Amendment and in connection with the Loan Documents; and (g) Any update to Borrower’s Representations delivered to PFG in connection with this Amendment is true and correct in all material respects. Borrower understands and acknowledges that PFG is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.

Borrower Representations, Warranties and Covenants. Each Borrower represents, warrants and covenants that: (a) immediately upon giving effect to this Amendment Modification (i) the representations and warranties contained in the Loan Documents, including without limitation, the Representations, Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Default or Event of Default has occurred and is continuing, other than the Existing Defaults; (b) each Borrower has the corporate power and authority to execute and deliver this Amendment Modification and to perform its obligations under the Loan AgreementAgreement and the Warrants, as amended by this AmendmentModification; (c) the certificate articles of incorporation, bylaws and other organizational documents of each Borrower delivered to PFG on or before the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect, without further amendment or other Board of Directors or stockholder action; (d) the execution and delivery by each Borrower of this Amendment Modification and the performance by Borrower of its obligations under the Loan Agreement, as amended, Agreement and Warrants has been duly authorized by all necessary corporate action on the part of each entity constituting Borrower, including any and all requisite stockholder consents; (e) this Amendment Modification has been duly authorized, executed and delivered by each Borrower and constitutes the a binding obligation of each Borrower, enforceable against Borrower in accordance with its termseach Borrower, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; (f) this Modification does not require the consent of any third party (including stockholders) or such consent has been secured; (g) this Modification shall be binding upon all entities within the Borrower corporate group, whether or not each such entity is party hereto and upon PFG’s request, Borrower shall cause such other controlled entities to become party to the Loan Documents, as additional Borrowers; and (h) as of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations and it has no claims of any kind against PFG. Borrower acknowledges that PFG has acted in good faith and has conducted in a commercially reasonable manner its relationship relationships with Borrower in connection with this Amendment Modification and in connection with the Loan Documents; and (g) Any update to Borrower’s Representations delivered to PFG in connection with this Amendment is true and correct in all material respects. Borrower understands and acknowledges that PFG is entering into this Amendment Modification in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.

Borrower Representations, Warranties and Covenants. Each Borrower represents, warrants and covenants that: (a) immediately upon giving effect to this Amendment Second Modification (i) the representations and warranties contained in the Loan Documents, including without limitation, the Representations, Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Default or Event of Default (other than the Possible Defaults) has occurred and is continuing, other than the Existing Defaults; (b) each Borrower has the corporate power and authority to execute and deliver this Amendment Second Modification and to perform its obligations under the Loan Agreement, as amended by this AmendmentSecond Modification; (c) the certificate articles of incorporation, bylaws and other organizational documents of each Borrower delivered to PFG on or before the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect, without further amendment or other Board of Directors or stockholder action; (d) the execution and delivery by each Borrower of this Amendment Second Modification and the performance by Borrower of its obligations under the Loan Agreement, as amended, Agreement has been duly authorized by all necessary corporate action on the part of each entity constituting Borrower, including any and all requisite stockholder consents; (e) this Amendment Second Modification has been duly authorized, executed and delivered by each Borrower and constitutes the a binding obligation of each Borrower, enforceable against Borrower in accordance with its termseach Borrower, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; (f) this Second Modification does not require the consent of any third party (including stockholders) or such consent has been secured; (g) this Second Modification shall be binding upon all entities within the Borrower corporate group, whether or not each such entity is party hereto and upon PFG’s request, Borrower shall cause such other controlled entities to become party to the Loan Documents, as additional Borrowers; and (h) as of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations and it has no claims of any kind against PFG. Borrower acknowledges that PFG has acted in good faith and has conducted in a commercially reasonable manner its relationship relationships with Borrower in connection with this Amendment Second Modification and in connection with the Loan Documents; and (g) Any update to Borrower’s Representations delivered to PFG in connection with this Amendment is true and correct in all material respects. Borrower understands and acknowledges that PFG is entering into this Amendment Second Modification in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.

Borrower Representations, Warranties and Covenants. Borrower represents, warrants and covenants that: (a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents, including without limitation, the Representations, Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Default or Event of Default has occurred and is continuing, other than the Existing Defaults; (b) Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; (c) the certificate of incorporation, bylaws and other organizational documents of Borrower delivered to PFG on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effecteffect and permit, without further amendment or other Board of Directors or stockholder action; (d) the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended, has been duly authorized by all necessary corporate action on the part of Borrower, including any and all requisite stockholder consents; (e) this Amendment has been duly executed and delivered by Borrower and constitutes the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; (f) The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; (g) The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and (h) as of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations and it has no claims of any kind against PFG. Borrower acknowledges that PFG has acted in good faith and has conducted in a commercially reasonable manner its relationship with Borrower in connection with this Amendment and in connection with the Loan Documents; and (g) Any update to Borrower’s Representations delivered to PFG in connection with this Amendment is true and correct in all material respects. Borrower understands and acknowledges that PFG is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.