In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that:
(a) on the Amendment Effective Date, no Default or Event of Default exists, both before and after giving effect to this Amendment; and
(b) on and as of the Amendment Effective Date, all representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects, both before and after giving effect to this Amendment.
In order to induce the Buyer to proceed with the investigation and negotiation of the proposed Acquisition, the Seller agrees that between the date of execution of this letter of intent and 12:01 a.m., EDT, August 1, 2007 (the "Exclusivity Period") the Seller will not, and it will not permit any of the Seller's affiliates to, directly or indirectly, through any director, officer, employee, attorney, financial advisor or any other agent, take any action to solicit, initiate, seek or encourage any inquiry, proposal or offer from, furnish any information to, or participate in any discussions or negotiations with, any person (other than the Buyer or an affiliate thereof that the Buyer designates) regarding any acquisition of the Seller, any merger or consolidation with or involving the Seller, or any acquisition of all or any portion of the stock of the Seller (including without limitation, by tender offer) or the assets of the Seller (any such transaction being hereinafter referred to as a "Third Party Acquisition"). The Seller agrees that it will, and will cause all affiliates of the Seller, immediately to terminate any such discussions or negotiations (other than negotiations with the Buyer or an affiliate thereof that the Buyer designates) in progress as of the date of this letter and that in no event will the Seller or any affiliate of the Seller accept or enter into an agreement concerning any Third Party Acquisition during the Exclusivity Period. In addition, during the Exclusivity Period, the Seller will not, directly or indirectly, through any director, officer, employee, attorney, financial advisor or any other agent, initiate or continue to participate in any negotiations or discussions with any person relating to an acquisition of, joint venture with, or investment in, any business. The Seller will notify the Buyer immediately after receipt by the Seller or any affiliate of the Seller (or any of their respective directors, officers, employees, attorneys, financial advisors or other agents) of any proposal for, or inquiry respecting, any potential Third Party Acquisition or any request for nonpublic information in connection with such a proposal or inquiry, or for access to the properties, books or records of the Seller by any person. Such notice to the Buyer will indicate in reasonable detail the identity of the person making, and the terms of, the proposal or inquiry. The Seller will be responsible for any breach of the provisions of this Section 16 by any affiliate...
In order to induce the Lenders to enter into this Amendment, the Borrower hereby (i) makes each of the representations, warranties and agreements contained in Section 6 of the Credit Agreement and (ii) represents and warrants that there exists no Default or Event of Default, in each case on the date hereof and on the Second Amendment Effective Date (as defined below), both before and after giving effect to this Amendment.
In order to induce the Lenders to enter into this Amendment, each Borrower hereby represents and warrants that (i) the representations and warranties contained in Section 7 of the Credit Agreement are true and correct in all material respects on and as of the First Amendment Effective Date and August 3, 2001, after giving effect to this Amendment (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date), and (ii) there exists no Default or Event of Default on the First Amendment Effective Date and August 3, 2001, after giving effect to this Amendment.
In order to induce. THE ISSUANCE OF LETTERS OF CREDIT BY THE ISSUING BANK, (I) BORROWER AGREES THAT THE ISSUING BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR, AND BORROWER'S OBLIGATIONS HEREUNDER AND UNDER EACH OTHER LOAN DOCUMENT WITH RESPECT TO THE LETTERS OF CREDIT SHALL NOT BE AFFECTED BY, ANY CIRCUMSTANCE, ACT OR OMISSION WHATSOEVER (WHETHER OR NOT KNOWN TO THE ISSUING BANK) OTHER THAN A CIRCUMSTANCE, ACT OR OMISSION CAUSED SOLELY BY AND RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL
In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that (i) the representations, warranties and agreements contained in Section 7 of the Credit Agreement are true and correct in all material respects on and as of the First Amendment Effective Date (as defined below) (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (ii) there exists no Default or Event of Default on the First Amendment Effective Date, in each case after giving effect to this First Amendment.
In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants that except for the Defaults and Events of Default specified in the Notice Letter (i) the representations, warranties and agreements contained in Section 7 of the Credit Agreement are true and correct in all material respects on and as of the date hereof, both before and after giving effect to this Amendment (except with respect to any representations and warranties limited by their terms to a specific date hereof, which shall be true and correct in all material respects as of such date) and (ii) there exists no Default or Event of Default on and as of the date hereof, both before and after giving effect to this Amendment.
In order to induce the Lenders to enter into this Amendment, the Borrower hereby agrees to pay to each Lender which executes and delivers to the Administrative Agent a counterpart of this Amendment on or before 5:00 p.m. (New York time) on June 21, 2000, a fee equal to .05% of the sum of (I) such Lender's Revolving Loan Commitment on the Fourth Amendment Effective Date and (II) the aggregate outstanding principal amount of such Lender's Term Loans on the Fourth Amendment Effective Date, with such fee to be earned on the Fourth Amendment Effective Date and payable on the Business Day immediately thereafter.
In order to induce the Banks to enter into this Agreement, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Agreement Effective Date (as defined below) after giving effect to this Agreement and (ii) on the Agreement Effective Date, both before and after giving effect to this Agreement, all representations and warranties contained in the Credit Agreement or in the other Credit Documents are true and correct in all material respects, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.
In order to induce. Lenders to enter into this Agreement, Borrower hereby represents that (a) it is a corporation legally existing and in good standing under the laws of the State of Delaware and is qualified to transact business as a foreign corporation in all states where it is required to be so qualified and where the failure to be so qualified would have a Material Adverse Effect; (b) it has adequate corporate power and authority to execute, deliver and perform this Agreement, and the transactions contemplated hereby; (c) this Agreement, constitutes a valid and binding obligation of it, enforceable in accordance with its terms except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (d) the execution, delivery and performance by it of this Agreement and the transactions contemplated hereby have all been duly authorized by all corporate action and will not violate the provisions of Borrower's Certificate of Incorporation or By-laws or any applicable law or the order of any court or other agency of government and will not result in any breach of the terms of any agreement (except to the extent consent may be required under the Foothill Agreement and agreements with Landis, Berman and Webster) or, except to the extent expressly providxx xxx hxxxxxxer, gxxx xxxe to any lien on the assets of Borrower; (e) all authorizations, approvals, registrations or filings from or with any governmental or public regulatory body or authority of the United States or of any state thereof required for the execution, delivery and performance by it of this Agreement or the transactions contemplated hereby have been duly obtained or made and are in full force and effect; (f) except for litigation set forth on Exhibit E annexed hereto (the "Litigation") there is no action, suit or proceeding pending, or to its knowledge threatened, at law or in equity or by or before any arbitrator or arbitration panel or governmental instrumentality or other agency or any investigation of its affairs, or any of its properties or rights which, if adversely determined, would materially affect its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; and (g) as at the Foreclosure Date Petals will not have any intercompany obligations or indebtedness owed to I...
