Inducement Representations Clause Samples
Inducement Representations. To induce Lender to enter into this Amendment, Borrower hereby (a) restates and renews each and every representation and warranty heretofore made by it under, or in connection with the execution and delivery of, the Loan Agreement; (b) restates, ratifies and reaffirms each and every term and condition set forth in the Loan Agreement, as amended hereby, and in the Loan Documents, effective as of the date hereof; (c) certifies that, as of the date hereof, after giving effect hereto, no Event of Default or Default exists; (d) acknowledges and agrees that, as of the date hereof, there exists no right of offset, defense, counterclaim or objection in its favor as against Lender with respect to the payment or performance of its Obligations; (e) acknowledges and agrees that Lender's Lien in the Collateral continues in full force and effect as security for all of the Obligations, including, without limitation, all of the Obligations of Borrower under and in respect of the Revolving Credit Loans, the Term Loan and the Second Term Loan and (f) releases Lender from any and all liability for any action taken (or omitted to be taken) by Lender in connection with the Loan Agreement or pursuant thereto through the date of this Amendment.
Inducement Representations. The Borrowers hereby jointly and severally represent, warrant and covenant to the Bank that: (a) no Event of Default has occurred, and no event has occurred which with notice or lapse of time or both would constitute an Event of Default under any of the Loan Documents; (b) the Loan Documents, including this Fourth Amendment to Loan and Security Agreement and the other Fourth Modification Documents are the valid, binding and enforceable obligations of the Borrowers, as applicable; (c) the Borrowers have no defenses, setoffs, claims or counterclaims against the Bank with respect to any of the Loans and to the extent any such defenses, setoffs, claims or counterclaims exist, the Borrowers hereby waive and release the same; (d) the execution and delivery of this Fourth Amendment to Loan and Security Agreement and each of the other Fourth Modification Documents have been duly authorized by all necessary corporate action; (e) all of the representations and warranties of the Borrowers set forth in the Loan Agreement and the other Loan Documents, as amended hereby, are true, accurate and complete on and as of the date hereof; (f) the payment and performance of all Obligations of the Borrowers to the Bank (as defined in the Loan Agreement) are secured and shall continue to be secured in accordance with the terms of the Loan Agreement and all other Loan Documents which create or perfect security interests in favor of the Bank; and (g) all facts set forth in the Recital Section of this Fourth Amendment to Loan and Security Agreement are true, accurate, and complete.
Inducement Representations. In addition to the other representations and warranties contained in this Fourth Amendment and the other terms and provisions hereof, to induce the Agent, the L/C Bank and the Lenders to grant the waiver requested by the Borrower and to enter into this Fourth Amendment, the Borrower hereby represents and warrants as of the Effective Date (as such term is defined in PARAGRAPH 4 below) that:
(i) The descriptions of the Tecstar Lawsuit and the Discontinued Operations and the results thereof contained in notices delivered pursuant to PARAGRAPH 6(f) of the Agreement are complete and accurate in all material respects, do not contain any material misstatement of fact, and do not fail to contain any statement that results in such statements being misleading in any material respect.
(ii) Except for the Borrower's breach of PARAGRAPH 7(j)(5) (the "Existing Default") by reason of its failure to maintain a Debt Coverage Ratio for the four fiscal quarters ended January 31, 2000 of at least 1.30 to 1.00, no Events of Default or Potential Defaults have occurred under the Agreement.
Inducement Representations. In addition to the other -------------------------- representations and warranties contained in this Amendment and the other terms and provision hereof, to induce the other parties hereto to grant the waivers and consents requested by the Company and to enter into this Amendment, the Company hereby represents and warrants as of the Amendment Effective Date (as such term is defined in Paragraph 3 below): -----------
(1) As of December 31, 1999, its Current Ratio was 0.71:1.00.
(2) As of December 31, 1999, its Net Funded Debt/EBITDA Ratio was 4.00:1.00.
(3) Except for the breach of the covenants contained in Paragraph 12(m) of the Agreement as described in the foregoing clauses (1) --------------- and (2) (the "Existing Defaults"), no Events of Default or Potential Defaults have occurred under the Agreement.
(4) The Company (i) has fully and accurately disclosed to the Agent, the Bond L/C Issuing Bank, the Standard L/C Issuing Bank, and the Lenders the terms and conditions on which the Company intends to sell its headquarters building in Fremont, CA and (ii) upon sale of such building, will cause to be repaid in full all Indebtedness secured, in whole or in part, by a Lien thereon and all such Liens will be terminated.
(5) The Company (i) has fully and accurately disclosed to the Agent, the Bond L/C Issuing Bank, the Standard L/C Issuing Bank, and the Lenders the terms on which the Company intends to incur Subordinated Debt and (ii) will not incur Subordinated Debt on terms materially less advantageous to the Lenders than the terms contained in the draft commitment letter to the Company dated as of February 24, 2000 from Key Mezzanine, a copy of which has been delivered to each of the Lenders.