Common use of Confirmation of Representations and Warranties Clause in Contracts

Confirmation of Representations and Warranties. Each Credit Party represents and warrants to Agent and Lenders that, before and after giving effect to this Amendment: (a) the representations and warranties of each Credit Party contained in the Financing Documents are true, correct and complete in all material respects (or, if such representation or warranty is, by its terms, qualified by materiality, in all respects) on and as of the date hereof, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty is true, correct and complete in all material respects (or, if such representation or warranty is, by its terms, qualified by materiality, in all respects) as of such earlier date. (b) The execution and delivery by each Credit Party of this Amendment and the performance by it of the transactions herein contemplated (i) are and will be within its powers, (ii) have been authorized by all necessary action, (iii) are not and will not conflict with or result in any breach or contravention of, or the creation of any Lien under, any Material Contract to which any Credit Party is a party, any Organizational Document of any Credit Party, any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which any Credit Party or the property of any Credit Party is subject, (iv) will not violate any applicable Law (including, without limitation, any corporation law, limited liability company law or partnership law of the states in which the Credit Parties are organized), and (v) will not result in a limitation on any material licenses, permits or other governmental approvals applicable to the business, operations or properties of any Credit Party. (c) This Amendment and all allonges, assignments, instruments, documents, and agreements executed and delivered in connection herewith, are and will be valid, binding, and enforceable against each Credit Party in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles. (d) No Event of Default or Default has occurred and is continuing as of the date of this Amendment. (e) Both before and after giving effect to (a) the Loans to be made or extended on the date hereof, (b) the disbursement of the proceeds of such Loans pursuant to the instructions of the Credit Parties, (c) the consummation of the transactions contemplated in the Financing Documents, and (e) the payment and accrual of all transaction costs in connection with the foregoing, the Credit Parties, taken as a whole, are Solvent.

Confirmation of Representations and Warranties. (a) Each Credit Loan Party hereby represents and warrants to Agent warrants, on and Lenders thatas of the date hereof, that the representations and warranties contained in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained in such representations and warranties) on and as of the date hereof, before and after giving effect to this Amendment: (a) the representations and warranties of each Credit Party contained in the Financing Documents are true, correct and complete in all material respects (or, if such representation or warranty is, by its terms, qualified by materiality, in all respects) as though made on and as of the date hereof, except to the extent that other than any such representation representations or warranty relates warranties that, by their terms, refer to a specific date in which case such representation or warranty is true, correct and complete in all material respects (or, if such representation or warranty is, by its terms, qualified by materiality, in all respects) as of such earlier date. (b) The execution Each Loan Party represents and warrants, on and as of the date hereof, that (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery by each Credit Party and performance of this Amendment and the performance by it consummation of the transactions herein contemplated (i) are hereby has been duly and will be within its powers, validly taken; (ii) have this Amendment has been authorized duly authorized, executed and delivered by all necessary action, it and (iii) are not and will not conflict no action, consent or approval of, registration or filing with or result in any breach or contravention of, or the creation of any Lien under, any Material Contract to which any Credit Party is a party, any Organizational Document of any Credit Party, any order, injunction, writ or decree of other action by any Governmental Authority is or any arbitral award to which any Credit Party or will be required in connection with the property execution and delivery of any Credit Party is subject, (iv) will not violate any applicable Law (including, without limitation, any corporation law, limited liability company law or partnership law of the states in which the Credit Parties are organized), and (v) will not result in a limitation on any material licenses, permits or other governmental approvals applicable to the business, operations or properties of any Credit Partythis Amendment. (c) This Each Loan Party represents and warrants that this Amendment constitutes a legal, valid and all allongesbinding obligation of such Loan Party, assignments, instruments, documents, and agreements executed and delivered in connection herewith, are and will be valid, binding, and enforceable against each Credit such Loan Party in accordance with their respective its terms, except as enforceability may be limited by bankruptcy, insolvency insolvency, moratorium, reorganization or other similar laws relating to the enforcement of affecting creditors’ rights generally and except as enforceability may be limited by general equitable principlesprinciples of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) No Event Each Loan Party hereby represents and warrants that, on and as of Default or Default the date hereof, no event has occurred and is continuing as that constitutes a Default or an Event of the date of this AmendmentDefault. (e) Both before and after giving effect to (a) the Loans to be made or extended on the date hereof, (b) the disbursement of the proceeds of such Loans pursuant to the instructions of the Credit Parties, (c) the consummation of the transactions contemplated in the Financing Documents, and (e) the payment and accrual of all transaction costs in connection with the foregoing, the Credit Parties, taken as a whole, are Solvent.

Confirmation of Representations and Warranties. Each Credit Party represents and warrants to Agent and Lenders that, before and after giving effect to this Amendment: (a) the representations The Company hereby represents and warranties of each Credit Party contained in the Financing Documents are truewarrants, correct and complete in all material respects (or, if such representation or warranty is, by its terms, qualified by materiality, in all respects) both on and as of the date hereofhereof and on and as of the Amendment Effective Date, that all representations and warranties set forth in the Loan Documents are true and correct in all material respects, in each case, with the same effect as though made on and as of such date, except to the extent that any such representation or warranty relates representations and warranties expressly relate to a specific an earlier date (in which case such representation or warranty is true, representations and warranties shall be true and correct and complete in all material respects (or, if such representation or warranty is, by its terms, qualified by materiality, in all respects) as of such earlier date. (b) The execution Each Loan Party represents and warrants, on and as of the date hereof, that (i) the execution, delivery and performance by Holdings, each Credit Party Borrower and each of the Subsidiary Loan Parties of this Amendment and the performance transactions contemplated hereby have been duly authorized by it of the transactions herein contemplated (i) are all corporate, stockholder, partnership or limited liability company action required to be obtained by Holdings, such Borrower and will be within its powerssuch Subsidiary Loan Parties, and (ii) have this Amendment has been authorized duly executed and delivered by all necessary actionHoldings, each Borrower and each of the Subsidiary Loan Parties 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 (1) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (iii2) are not and will not conflict with general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or result in any breach or contravention of, or the creation of any Lien under, any Material Contract to which any Credit Party is a party, any Organizational Document of any Credit Party, any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which any Credit Party or the property of any Credit Party is subject, (ivat law) will not violate any applicable Law (including, without limitation, any corporation law, limited liability company law or partnership law of the states in which the Credit Parties are organized), and (v3) will not result in a limitation on any material licenses, permits or other governmental approvals applicable to the business, operations or properties implied covenants of any Credit Partygood faith and fair dealing. (c) This Amendment Each Loan Party hereby represents and all allongeswarrants that, assignments, instruments, documents, both on and agreements executed and delivered in connection herewith, are and will be valid, binding, and enforceable against each Credit Party in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles. (d) No Event of Default or Default has occurred and is continuing as of the date hereof and on and as of this Amendment. (e) Both the Amendment Effective Date, both before and after giving effect to (a) this Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default under the Loans to be made or extended on the date hereof, (b) the disbursement of the proceeds of such Loans pursuant to the instructions of the Unamended Credit Parties, (c) the consummation of the transactions contemplated in the Financing Documents, and (e) the payment and accrual of all transaction costs in connection with the foregoingAgreement, the Amended Credit Parties, taken as a whole, are SolventAgreement and the other Loan Documents.

Confirmation of Representations and Warranties. Each Credit Party represents and warrants to Agent and Lenders that, before and after giving effect to this Amendment: (a) the representations and warranties of each Credit Party contained in the Financing Documents are true, correct and complete in all material respects (or, if such representation or warranty is, by its terms, qualified by materiality, in all respects) on and as of the date hereof, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty is true, correct and complete in all material respects (or, if such representation or warranty is, by its terms, qualified by materiality, in all respects) as of such earlier date. (b) The execution and delivery by each Credit Party of this Amendment and the performance by it of the transactions herein contemplated (i) are and will be within its powers, (ii) have been authorized by all necessary action, (iii) are not and will not conflict with or result in any breach or contravention of, or the creation of any Lien under, any Material Contract to which any Credit Party is a party, any Organizational Document of any Credit Party, any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which any Credit Party or the property of any Credit Party is subject, (iv) will not violate any applicable Law (including, without limitation, any corporation law, limited liability company law or partnership law of the states in which the Credit Parties are organized), and (v) will not result in a limitation on any material licenses, permits or other governmental approvals applicable to the business, operations or properties of any Credit Party. (c) This Amendment and all allonges, assignments, instruments, documents, and agreements executed and delivered in connection herewith, are and will be valid, binding, and enforceable against each Credit Party in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles. (d) No Event of Default or Default has occurred and is continuing as of the date of this Amendment.. VP/#37280726.4 (e) Both before and after giving effect to (a) the Loans to be made or extended on the date hereof, (b) the disbursement of the proceeds of such Loans pursuant to the instructions of the Credit Parties, (c) the consummation of the transactions contemplated in the Financing Documents, and (e) the payment and accrual of all transaction costs in connection with the foregoing, the Credit Parties, taken as a whole, are Solvent.