Common use of Reaffirmation by the Borrowers Clause in Contracts

Reaffirmation by the Borrowers. Each of the Borrowers acknowledges and agrees, and reaffirms, both prior to and after taking into account this Amendment, that each is legally, validly and enforceably indebted to the Banks under the Notes without defense, counterclaim or offset, and that each is legally, validly and enforceably liable to the Banks for all costs and expenses of collection and reasonable attorneys' fees as and to the extent provided in this Amendment, the Credit Agreement, the Notes and the other Facility Documents. Each of the Borrowers hereby restates and agrees to be bound by all covenants contained in the Credit Agreement and the other Facility Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement and the other Facility Documents remain true and correct in all material respects with the exception that the representations and warranties regarding the financial statements described therein are deemed true as of the date made. Each of the Borrowers represents that except as set forth in the Credit Agreement and the other Facility Documents, there are not pending, nor to each Borrower's knowledge, threatened, legal proceedings to which any of the Borrowers is a party, which materially or adversely affect the transactions contemplated by this Amendment or the ability of any of the Borrowers to conduct its business on a consolidated basis. Cannondale and Cannondale Europe B.V. each acknowledge and represent that the resolutions of each dated May 28, 1997, and June 9, 1997, respectively, remain in full force and effect and have not been amended, modified, rescinded or otherwise abrogated.

Reaffirmation by the Borrowers. Each of the Borrowers acknowledges and acknowledges, agrees, and reaffirms, both prior to and after taking into account this Amendment, that each is legally, validly validly, and enforceably indebted to the Banks under the Notes without defense, counterclaim counterclaim, or offset, and that each is legally, validly validly, and enforceably liable to the Banks for all costs and expenses of collection and reasonable attorneys' fees as and to the extent provided in this Amendment, the Credit Agreement, the Notes Notes, and the other Facility Documents. Each of the Borrowers hereby restates and agrees to be bound by all covenants contained in the Credit Agreement and the other Facility Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement and the other Facility Documents remain true and correct in all material respects with the exception that the representations and warranties regarding the financial statements described therein are deemed true as of the date made. Each of the Borrowers represents that except as set forth in the Credit Agreement and the other Facility Documents, there are not neither pending, nor to each Borrower's knowledge, threatened, legal proceedings to which any of the Borrowers is a party, which party that materially or adversely affect the transactions contemplated by this Amendment or the ability of any of the Borrowers to conduct its business on a consolidated basis. Cannondale and Cannondale Europe B.V. each acknowledge and 3 3 represent that the resolutions of each dated May 28, 1997, and June 9, 1997, respectively, remain in full force and effect and have not been amended, modified, rescinded rescinded, or otherwise abrogated.

Reaffirmation by the Borrowers. Each of the Borrowers acknowledges and acknowledges, agrees, and reaffirms, both prior to and after taking into account this Amendment, that each is legally, validly validly, and enforceably indebted to the Banks under the Notes without defense, counterclaim counterclaim, or offset, and that each is legally, validly validly, and enforceably liable to the Banks for all costs and expenses of collection and reasonable attorneys' fees as and to the extent provided in this Amendment, the Credit Agreement, the Notes Notes, and the other Facility Documents. Each of the Borrowers hereby restates and agrees to be bound by all covenants contained in the Credit Agreement and the other Facility Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement and the other Facility Documents remain true and correct in all material respects with the exception that the representations and warranties regarding the financial statements described therein are deemed true as of the date made. Each of the Borrowers represents that except as set forth in the Credit Agreement and the other Facility Documents, there are not neither pending, nor to each Borrower's knowledge, threatened, legal proceedings to which any of the Borrowers is a party, which party that materially or adversely affect the transactions contemplated by this Amendment or the ability of any of the Borrowers to conduct its business on a consolidated basis. Cannondale and Cannondale Europe B.V. each acknowledge and represent that the resolutions of each dated May 28, 1997, and June 9, 1997, respectively, remain in full force and effect and have not been amended, modified, rescinded rescinded, or otherwise abrogated.

Reaffirmation by the Borrowers. Each of the Borrowers acknowledges and acknowledges, agrees, and reaffirms, both prior to and after taking into account this Amendment, that each is legally, validly validly, and enforceably indebted to the Banks under the Notes without defense, counterclaim counterclaim, or offset, and that each is legally, validly validly, and enforceably liable to the Banks for all costs and expenses of collection and reasonable attorneys' fees as and to the extent provided in this Amendment, the Credit Agreement, the Notes Notes, and the other Facility Documents. Each of the Borrowers hereby restates and agrees to be bound by all covenants contained in the Credit Agreement and the other Facility Documents and hereby reaffirms that all of the representations and warranties contained in the Credit Agreement and the other Facility Documents remain true and correct in all material respects with the exception that the representations and warranties regarding the financial statements described therein are deemed true as of the date made. Each of the Borrowers represents that that, except as set forth in the Credit Agreement and the other Facility Documents, there are not neither pending, nor to each Borrower's knowledge, threatened, legal proceedings to which any of the Borrowers is a party, which party that materially or adversely affect the transactions contemplated by this Amendment or the ability of any of the Borrowers to conduct its business on a consolidated basis. Cannondale and Cannondale Europe B.V. each acknowledge and represent that the resolutions of each dated May 28January 6, 19971999, in the case of Cannondale, and June 9January 19, 19971999, respectivelyand January 21, 1999, in the case of Cannondale Europe B.V., remain in full force and effect and have not been amended, modified, rescinded rescinded, or otherwise abrogated.