Common use of Certain Representations Clause in Contracts

Certain Representations. As a material inducement to the Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants (which representations and warranties shall survive the delivery of this Amendment), after giving effect to this Amendment, as follows: A. The execution and delivery of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and its Subsidiaries. B. Except to the extent the information contained in SCHEDULES 4.06, 4.07 and 4.11, attached hereto as EXHIBIT A, has changed, the representations and warranties contained in the Credit Agreement and the other Transaction Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower or any Subsidiary from that disclosed in the financial statements most recently furnished to the Agent. No Event of Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default has occurred and is continuing. C. Neither the Borrower nor any of its Subsidiaries is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this Amendment. D. This Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder.

Certain Representations. As a material inducement to the Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants (which representations and warranties shall survive the delivery of this Amendment), after giving effect to this Amendment, as follows: A. The execution and delivery of this Amendment has Amendment, the Conditional Assignment dated on or about the date hereof from the Borrower in favor of the Agent (the "Conditional Assignment"), the Guaranty of the Florida Subsidiary dated on or about the date hereof in favor of the Agent and the Lenders (the "Guaranty"), the Security Agreement dated on or about the date hereof executed by the Florida Subsidiary in favor of the Agent (the "Security Agreement"), and the Stock Purchase Agreement and any and all agreements executed by or on behalf of the Borrower or any of its Subsidiaries relating to the Secure America Acquisition (collectively, the "Purchase Documents") have been duly authorized by all requisite corporate action on the part of the Borrower and its Subsidiaries. B. Except to the extent the information contained in SCHEDULES 4.06, 4.07 and 4.11, attached hereto as EXHIBIT A, has changed, the The representations and warranties contained in the Credit Agreement and Agreement, any of the Purchase Documents or any of the other Transaction Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower or any either Subsidiary from that disclosed in the financial statements most recently furnished to the Agent. No Event of Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default has occurred and is continuing. C. Neither the Borrower nor any of its Subsidiaries either Subsidiary is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity entity, in connection with or as a condition to the execution, delivery or performance of any of the Purchase Documents or this AmendmentAmendment or any of the other documents executed in connection herewith. D. This Amendment Each of this Amendment, the Conditional Assignment, the Security Agreement and the Guaranty constitutes the legal, valid and binding obligation of the BorrowerBorrower and its Subsidiaries who are parties thereto, enforceable against it each of them in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder.

Certain Representations. As a material inducement to the Agent and the Lenders Bank to enter into this AmendmentAmendment Agreement, each of the Borrower, the Borrower Lessee Subsidiary and AGT hereby represents and warrants to the Bank (which representations and warranties shall survive the delivery of this Amendmenthereof), after giving effect to this Amendmenthereto, as follows: A. The execution and delivery of this Amendment has Agreement and the amendment and restatement of the Note have been duly authorized by all requisite corporate action on the part of each of the Borrower and its SubsidiariesCompanies. B. Except to the extent the information contained in SCHEDULES 4.06, 4.07 and 4.11, attached hereto as EXHIBIT A, has changed, the The representations and warranties contained in Article 6 of the Credit Loan Agreement and in the other Transaction Loan Documents are true and correct in all material respects on and as of the date of this Amendment Agreement as though made at and as of such date. No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower or any Subsidiary Company from that disclosed in the financial statements most recently furnished to the AgentBank. No Event of Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default has occurred and is continuing. C. Neither None of the Borrower nor any of its Subsidiaries Companies is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this AmendmentAmendment Agreement or the Note. D. This Each of this Amendment Agreement and the Note, as amended and restated herewith, constitutes the legal, valid and binding obligation of the BorrowerCompanies, enforceable against it each of them in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder.

Certain Representations. As a A. The Company represents and warrants to Subscriber as follows: 1. all filings which the Company has made with the Securities Exchange Commission ("SEC") are correct and accurate in all material inducement respects and in all material respects state all facts necessary to make such filings not misleading, and during the Agent last 12 months all such filings required to be made were timely made; 2. there has been no material adverse change in the business, assets or financial condition of the Company since the most recent such filing, except for adverse changes in the Company's financial condition and results of operations since December 31, 1997; 3. except for any stockholder approval that may be required by NASDAQ, the Lenders Company has the full power and authority to enter into this AmendmentAgreement and to carry out the transactions contemplated hereby, the Borrower hereby represents all proceedings required to be taken by it or its stockholders to authorize and warrants (which representations to execute, deliver and warranties shall survive the delivery of perform this Amendment), after giving effect to this Amendment, as follows: A. The execution and delivery of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and its Subsidiaries. B. Except to the extent the information contained in SCHEDULES 4.06, 4.07 and 4.11, attached hereto as EXHIBIT A, has changed, the representations and warranties contained in the Credit Agreement and the other Transaction Documents are true agreements relating hereto have been properly taken, and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower or any Subsidiary from that disclosed in the financial statements most recently furnished to the Agent. No Event of Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default has occurred and is continuing. C. Neither the Borrower nor any of its Subsidiaries is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as Agreement constitutes a condition to the execution, delivery or performance of this Amendment. D. This Amendment constitutes the legal, valid and binding obligation of the BorrowerCompany, enforceable against it in accordance with its terms; 4. neither the execution, subject to bankruptcydelivery nor performance of this Agreement by the Company will, insolvency, reorganization, moratorium and similar laws affecting with or without the rights and remedies giving of creditors generally notice or the application passage of principles time, or both, conflict with, result in a default, right to accelerate or loss of equityrights under, whether or result in the creation of any action at law lien, charge or encumbrance pursuant to, any provision of the Company's certificate of incorporation or by-laws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment or decree to which the Company is a party or by which it may be bound or affected; 5. except for any stockholder approval that may be required by NASDAQ, the Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have duly authorized and, except for any stockholder approval that may be required by NASDAQ, all corporate actions and all other approvals, consents, authorizations and filings have been taken or made; and this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms; 6. the Company's Common Stock is listed on the NASDAQ National Market and trading in the Common Stock has not been suspended; and 7. there is no action, suit, proceeding in equityor investigation pending or, and subject to the availability Company's knowledge, currently threatened against the Company that questions the validity of this Agreement or the issuance of the remedy Company's Common Stock pursuant to this Agreement or the right of specific performance the Company to enter into this Agreement or of any other equitable remedy or relief to enforce any right thereunderconsummate the transactions contemplated hereby.

Certain Representations. As a material inducement to the Agent and the Lenders Lender to enter into this Amendment, each of the Borrower Borrowers hereby represents and warrants to the Lender (which representations and warranties shall survive the delivery of this Amendment), after giving effect to this Amendment, as follows: A. The execution and delivery of this Amendment has and performance by each Borrower of its respective obligations hereunder have been duly authorized by all requisite corporate action on and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, the part corporate charter and/or by-laws of the each Borrower, or any indenture, agreement or other instrument to which any Borrower and its Subsidiariesis a party, or by which any Borrower is bound. B. Except After giving effect to the extent the information contained in SCHEDULES 4.06, 4.07 and 4.11, attached hereto as EXHIBIT A, has changedthis Amendment, the representations and warranties contained in Section 4 of the Credit Loan Agreement and the other Transaction Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such datedate (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations therefrom have been (i) permitted under the terms of the Loan Agreement, or (ii) otherwise approved in writing by the Lender or (iii) reflected in reports filed by the Borrowers with the Securities and Exchange Commission and furnished to the Lender pursuant to Section 6.1(g)). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower or any Subsidiary Borrowers from that disclosed in the financial statements most recently furnished to the AgentLender. No Event of Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default has occurred and is continuing. C. Neither the Borrower nor any of its Subsidiaries is The Borrowers are not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this Amendment. D. This Amendment and the Note constitutes the legal, valid and binding obligation of the each Borrower, enforceable against it each of them in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder.

Certain Representations. As a material inducement to the Agent and the Lenders Lender to enter ----------------------- into this Amendment, each of the Borrower Borrowers hereby represents and warrants to the Lender (which representations and warranties shall survive the delivery of this Amendment), after giving effect to this Amendment, as follows: A. The execution and delivery of this Amendment has and performance by each Borrower of its respective obligations hereunder have been duly authorized by all requisite corporate action on and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, the part corporate charter and/or by-laws of the each Borrower, or any indenture, agreement or other instrument to which any Borrower and its Subsidiariesis a party, or by which any Borrower is bound. B. Except to the extent the information contained in SCHEDULES 4.06, 4.07 and 4.11, attached hereto as EXHIBIT A, has changed, the The representations and warranties contained in SECTION 4 of the Credit Loan Agreement and the other Transaction Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such datedate (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations therefrom have been permitted under the terms of the Loan Agreement or otherwise in writing by the Lender). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower or any Subsidiary Borrowers from that disclosed in the financial statements most recently furnished to the AgentLender. No Event of Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default has occurred and is continuing. C. Neither the Borrower nor any of its Subsidiaries is The Borrowers are not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this Amendment. D. This Amendment and the Note constitutes the legal, valid and binding obligation of the each Borrower, enforceable against it each of them in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder.

Certain Representations. As a material inducement to the Agent and the Lenders Bank to enter ----------------------- into this Amendment, each of the Borrower Borrowers hereby represents and warrants to the Bank (which representations and warranties shall survive the delivery of this Amendment), after giving effect to this Amendment, as follows: A. The execution and delivery of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and its Subsidiarieseach Borrower. B. Except to the extent the information contained in SCHEDULES 4.06, 4.07 and 4.11, attached hereto as EXHIBIT A, has changed, the The representations and warranties contained in Section 4 of the Credit Agreement and the other Transaction Documents Loan Agreement, as amended by this Amendment are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such datedate (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations therefrom have been permitted under the terms of the Loan Agreement or otherwise in writing by the Lender). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the any Borrower or any Subsidiary from that disclosed in the financial statements most recently furnished to the AgentBank. No Event of Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default has occurred and is continuing. C. Neither the Borrower nor any of its Subsidiaries is The Borrowers are not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this Amendment. D. The execution and delivery of this Amendment and performance by each Borrower of its respective obligations hereunder have been duly authorized by all requisite corporate action and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, the corporate charter and/or by-laws of each Borrower, or any indenture, agreement or other instrument to which any Borrower is a party, or by which any Borrower is bound. E. This Amendment and the Note constitutes the legal, valid and binding obligation of the each Borrower, enforceable against it each of them in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder.

Certain Representations. As a material inducement to the Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants (which representations and warranties shall survive the delivery of this Amendment), after giving effect to this Amendment, as follows: A. The execution and delivery of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and its Subsidiaries. B. Except to the extent the information contained in SCHEDULES 4.06, 4.07 and 4.11, attached hereto as EXHIBIT A, has changed, the The representations and warranties contained in the Credit Agreement and the other Transaction Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower or any Subsidiary from that disclosed in the financial statements most recently furnished to the Agent. No Event of Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default has occurred and is continuing. C. Neither the Borrower nor any of its Subsidiaries is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this Amendment. D. This Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder.

Certain Representations. As a material inducement to the Agent and the Lenders Lender to enter into this Amendment, each of the Borrower Borrowers hereby represents and warrants to the Lender (which representations and warranties shall survive the delivery of this Amendment), after giving effect to this Amendment, as follows: A. The execution and delivery of this Amendment has and performance by each Borrower of its respective obligations hereunder have been duly authorized by all requisite corporate action on and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, the part corporate charter and/or by-laws of the each Borrower, or any indenture, agreement or other instrument to which any Borrower and its Subsidiariesis a party, or by which any Borrower is bound. B. Except After giving effect to the extent the information contained in SCHEDULES 4.06, 4.07 and 4.11, attached hereto as EXHIBIT A, has changedthis Amendment, the representations and warranties contained in Section 4 of the Credit Loan Agreement and the other Transaction Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such datedate (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations therefrom have been (i) permitted under the terms of the Loan Agreement, or (ii) otherwise approved in writing by the Lender or (iii) reflected in reports filed by the Borrower with the Securities and Exchange Commission and furnished to the Lender pursuant to Section 6.1(g)). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower or any Subsidiary Borrowers from that disclosed in the financial statements most recently furnished to the AgentLender. No Event of Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default has occurred and is continuing. C. Neither the Borrower nor any of its Subsidiaries is The Borrowers are not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this Amendment. D. This Amendment and the Note constitutes the legal, valid and binding obligation of the each Borrower, enforceable against it each of them in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder.

Certain Representations. As a material inducement to the Agent and the Lenders Lender to enter ----------------------- into this Amendment, each of the Borrower Borrowers hereby represents and warrants to the Lender (which representations and warranties shall survive the delivery of this Amendment), after giving effect to this Amendment, as follows: A. The execution and delivery of this Amendment has and performance by each Borrower of its respective obligations hereunder have been duly authorized by all requisite corporate action on and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, the part corporate charter and/or by-laws of the each Borrower, or any indenture, agreement or other instrument to which any Borrower and its Subsidiariesis a party, or by which any Borrower is bound. B. Except to the extent the information contained in SCHEDULES 4.06, 4.07 and 4.11, attached hereto as EXHIBIT A, has changed, the The representations and warranties contained in Section 4 of the Credit Loan Agreement and the other Transaction Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such datedate (except to the extent that such representations and warranties expressly relate to an earlier date or except to the extent variations therefrom have been permitted under the terms of the Loan Agreement or otherwise in writing by the Lender). No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower or any Subsidiary Borrowers from that disclosed in the financial statements most recently furnished to the AgentLender. No Event of Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default has occurred and is continuing. C. Neither the Borrower nor any of its Subsidiaries is The Borrowers are not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this Amendment. D. This Amendment and the Note constitutes the legal, valid and binding obligation of the each Borrower, enforceable against it each of them in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder.

Certain Representations. As a material inducement to the Agent and the Lenders Bank to enter into this Amendment, each of the Borrower Borrower, the Lessee Subsidiary and AGT hereby represents and warrants to the Bank (which representations and warranties shall survive the delivery of this Amendment), after giving effect to this Amendment, as follows: A. The execution and delivery of this Amendment, the Mortgage Amendment has (as defined below) and the New Note (as defined below) have been duly authorized by all requisite corporate action on the part of each of the Borrower and its SubsidiariesCompanies. B. Except to the extent the information contained in SCHEDULES 4.06, 4.07 and 4.11, attached hereto as EXHIBIT A, has changed, the The representations and warranties contained in Article 6 of the Credit Loan Agreement and in the other Transaction Loan Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower or any Subsidiary Company from that disclosed in the financial statements most recently furnished to the AgentBank. No Event of Default or condition or event which would, with notice or the lapse of time or both, result in an Event of Default has occurred and is continuing. C. Neither None of the Borrower nor any of its Subsidiaries Companies is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity other than the Confirmation Agreement executed as of the date hereof by Forest City Cambridge, Inc. in connection with or as a condition to the execution, delivery or performance of this Amendment, the Mortgage Amendment or the New Note or regarding the New Term Loan contemplated thereby. D. This Each of this Amendment, the Mortgage Amendment and the New Note constitutes the legal, valid and binding obligation of the BorrowerCompanies, enforceable against it each of them in accordance with its their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the availability of the remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder.