Bringdown. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects on the Closing Date; all terms, covenants and conditions to be complied with and performed by Buyer under the Agreement on or before the Closing Date shall have been duly complied with and duly performed.
Bringdown. The Borrower hereby confirms that all representations and warranties with respect to the Borrower and any Subsidiaries contained in the Credit Agreement and each of the other Loan Documents and in any other certificate or document delivered in connection therewith are true and correct as of the date hereof, and that no Default or Event of Default is outstanding or would be created by the consummation of the transactions described herein.
Bringdown. The Company's representations and warranties in --------- Section 2 shall be true in all material respects, as if made on and as of the date of the Closing. The Company shall have performed or fulfilled in all material respects all agreements, obligations and conditions contained herein required to be performed or fulfilled by the Company before such Closing.
Bringdown. The Investor's representations and warranties in --------- Section 3 shall be true in all material respects, as if made on and as of the date of the Closing.
Bringdown. The Company shall have received a certificate, dated the Closing Date, to the effect of Sections 6.2(a), 6.2(b), and 6.2(d) signed by the Chief Executive Officer and Chief Financial Officer of Parent.
Bringdown. After giving effect to this Amendment, each of the representations and warranties of the Loan Parties contained in the Credit Agreement and in the other Loan Documents is true and correct in all material respects (provided, that if any representation or warranty is by it terms qualified by concepts of materiality, such representation or warranty shall be true and correct in all respects) on and as of the date hereof with the same effect as if made on and as of the date hereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date).
Bringdown. Parent and Merger Sub shall have received a certificate, dated the Closing Date, to the effect of Sections 6.3(a), 6.3(b), and 6.3(d), signed by the Chief Executive Officer and Chief Financial Officer of the Company.
Bringdown. Each Founding Stockholder shall have delivered a certificate confirming that (i) the representations of the Founding Stockholders remain true, complete and accurate as of the Closing Date and (ii) the Founding Stockholders have performed all of the agreements and covenants required to be performed by them on or before the Closing Date.
Bringdown. The representations and warranties of Seller set forth in this Agreement shall be materially true and correct on the Closing Date with the same force and effect as though made on the Closing Date; all terms, covenants and conditions to be complied with and performed by Seller under the Agreement on or before the Closing Date shall have been materially complied with and materially performed; and Seller shall have delivered to Purchaser at Closing certificates, dated the Closing Date, to such effect; provided, that neither the winding down of Seller’s wholesale business nor the effects of such winding down shall be considered to cause any of the representations and warranties set forth in this Agreement not to be materially true and correct.
Bringdown. The Borrower hereby certifies to the Lender that:
a. since May 5, 2009 to and including the date hereof, there have been no amendments to or changes in the By-Laws or Articles of Organization of the Borrower as delivered to the Lender on or about May 5, 2009;
b. nothing has occurred which would lead the Secretary of the State of Illinois to refuse to issue certificates of legal existence and good standing as of the date of this First Amendment;
c. all taxes required to be paid or withheld and deposited by the Borrower as of the date of this First Amendment have been paid or withheld;
d. except as provided on Exhibit A attached hereto, there has been no change in the directors, officers and shareholders (or their holdings) of the Borrower since May 5, 2009 to and including the date of this First Amendment; and
e. the resolutions adopted by the Borrower and attached to a Secretary’s Certificate dated as of and delivered to the Lender on or about May 5, 2009 have not been rescinded or amended, remain in full force and effect and are effective with respect to this First Amendment.
