Common use of Representations and Warranties Additional Covenants Clause in Contracts

Representations and Warranties Additional Covenants. (a) In order to induce the Lender to enter into this Amendment, each Borrower represents and warrants to the Lender that: (i) the execution, delivery and performance by the Borrowers of this Amendment and the transactions contemplated hereby (A) are and will be within the corporate powers of the Borrowers, (B) have been authorized by all necessary corporate action on behalf of the Borrowers, (C) are not in contravention of any order or decree of any court or governmental unit, or of any law, rule or regulation to which any Borrower or any of its property is bound, (D) are not and will not be in conflict with, or result in a breach of or constitute (with due notice and/or lapse of time) a default under (x) any Borrower's articles of incorporation or bylaws or (y) any indenture, agreement, contract or undertaking to which any Borrower is a party or by which any Borrower or any of Borrower's property is bound, and (E) will not result in the imposition of any lien, security interest or other encumbrance on any of the properties of any Borrower; (ii) this Amendment and the Notes and Other Agreements executed in connection with this Amendment shall be valid, binding and enforceable against the Borrowers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iii) on and as of the First Amendment Effective Date (giving effect to Section 6 hereof), no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) has occurred and is continuing and no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) would result from the execution, delivery or consummation of the transactions contemplated by this Amendment and the Notes and Other Agreements executed in connection with this Amendment. (b) On and as of the First Amendment Effective Date, each Borrower confirms, reaffirms and restates to the Lender the representations and warranties set forth in the Loan Agreement and each of the Other Agreements, except to the extent that such representations and warranties solely and expressly relate to a specific earlier date in which case such Borrower confirms, reaffirms and restates such representations and warranties as of such earlier date. (c) Borrowers acknowledge and agree that failure to receive the funding by April 1, 2003 contemplated by Section 4(a)(vii) above or failure to achieve the minimum trade support as contemplated from time to time by Section 4(a)(xxiii) hereof shall be an Event of Default under the Loan Agreement. (d) Borrowers shall implement a corporate compliance program acceptable to Chatham on or before June 30, 2003. (e) Within 10 days after the First Amendment Effective Date, Borrowers shall have obtained and provided to Lender evidence of credit insurance in favor of Borrowers (and assigned to Lender) covering all existing and future obligations owing by Charter Communications established under terms and conditions, for amounts and with such insurer as may be acceptable to the Lender (Borrowers acknowledging that they have been informed by Lender that a cap of $1,000,000 on Revolving Loans against Eligible Accounts of Charter Communications has been imposed by Lender subject to evaluation and adjustment by Lender from time to time). (f) In addition to all other reporting requirements, Borrowers shall provide to Lender the following (each report to be in a form satisfactory to Lender and to be prepared with the participation of the Consultant except for the report in clause (3) below which shall be prepared by the Consultant): (1) Within 10 days after the First Amendment Effective Date, a 13-week rolling cash flow projection detailing the sources and uses of cash which shall be updated monthly within 10 days after the end of each fiscal month. (2) Within 30 days after the end of each fiscal month or more frequently if so requested by Lender, a detailed report identifying and explaining any major variances between actual performance and projected performance in the Forecast tracking the implementation of Borrowers' cost savings initiatives embodied in the Forecast. (3) Within 30 days after the First Amendment Effective Date, a written report from the Consultant (A) identifying areas for improvement in Borrowers' billing, credit and collection policies as well as areas where existing practice differs from current policy and (B) determining and recommending any additional steps which Borrowers can take to improve the overall turnover of their receivables. (4) On a semi-monthly basis, a flash report highlighting key financial indicators of Borrowers' operating and financial performance and prospects.

Representations and Warranties Additional Covenants. (a) In order to induce the Lender to enter into this Amendment, each Borrower Credit Party represents and warrants to the Lender that: that (i) the execution, delivery and performance by the Borrowers Credit Parties of this Amendment and the transactions contemplated hereby (A) are and will be within the respective corporate powers of the BorrowersCredit Parties, (B) have been authorized by all necessary corporate action on behalf of the BorrowersCredit Parties, (C) are not in contravention of any order or decree of any court or governmental unit, or of any law, rule or regulation to which any Borrower Credit Party or any of its Credit Party’s property is bound, (D) are not and will not be in conflict with, or result in a breach of or constitute (with due notice and/or lapse of time) a default under (x) any Borrower's Credit Party’s articles of incorporation or bylaws or (y) any indenture, agreement, contract or undertaking to which any Borrower Credit Party is a party or by which any Borrower of them or any of Borrower's their property is bound, and (E) except for the Liens created under the Loan Documents in favor of the Lender, will not result in the imposition of any lien, security interest or other encumbrance Lien on any of the properties of any BorrowerCredit Party; (ii) this Amendment and the Notes and Other Agreements executed in connection with this Amendment shall be valid, binding and enforceable against the Borrowers Credit Parties in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iii) on and as of the First Amendment Effective Date (giving effect to Section 6 hereof), no Default or Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) has occurred and is continuing and no Default or Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) would result from the execution, delivery or consummation of the transactions contemplated by this Amendment Amendment. The Borrower represents and the Notes and Other Agreements executed in connection with this Amendment. (b) On and as of the First Amendment Effective Date, each Borrower confirms, reaffirms and restates warrants to the Lender the representations that attached hereto as Exhibit B is a true, correct and warranties set forth in the Loan Agreement and each complete entity organizational chart of the Other AgreementsBorrower, except EB Holdings and their Subsidiaries, together with a memorandum summarizing the activities and purpose of each entity within such organizational structure (an “organizational summary memorandum”). Borrower reaffirms and confirms its continuing obligation to update and deliver to the extent that Lender such representations entity organizational chart and warranties solely and expressly relate to a specific earlier date organizational summary memorandum in which case such Borrower confirms, reaffirms and restates such representations and warranties as of such earlier date. (c) Borrowers acknowledge and agree that failure to receive the funding by April 1, 2003 contemplated by Section 4(a)(vii) above or failure to achieve the minimum trade support as contemplated from time to time by Section 4(a)(xxiii) hereof shall be an Event of Default under accordance with the Loan Agreement. EB Investment Corp. represents and warrants that EB Games Customer Service, Inc. is a wholly-owned subsidiary of EB Investment Corp. and that its formation and operation have no adverse impact on the Borrower. (d) Borrowers shall implement a corporate compliance program acceptable to Chatham on or before June 30, 2003. (e) Within 10 days after the First Amendment Effective Date, Borrowers shall have obtained and provided to Lender evidence of credit insurance in favor of Borrowers (and assigned to Lender) covering all existing and future obligations owing by Charter Communications established under terms and conditions, for amounts and with such insurer as may be acceptable to the Lender (Borrowers acknowledging that they have been informed by Lender that a cap of $1,000,000 on Revolving Loans against Eligible Accounts of Charter Communications has been imposed by Lender subject to evaluation and adjustment by Lender from time to time). (f) In addition to all other reporting requirements, Borrowers shall provide to Lender the following (each report to be in a form satisfactory to Lender and to be prepared with the participation of the Consultant except for the report in clause (3) below which shall be prepared by the Consultant): (1) Within 10 days after the First Amendment Effective Date, a 13-week rolling cash flow projection detailing the sources and uses of cash which shall be updated monthly within 10 days after the end of each fiscal month. (2) Within 30 days after the end of each fiscal month or more frequently if so requested by Lender, a detailed report identifying and explaining any major variances between actual performance and projected performance in the Forecast tracking the implementation of Borrowers' cost savings initiatives embodied in the Forecast. (3) Within 30 days after the First Amendment Effective Date, a written report from the Consultant (A) identifying areas for improvement in Borrowers' billing, credit and collection policies as well as areas where existing practice differs from current policy and (B) determining and recommending any additional steps which Borrowers can take to improve the overall turnover of their receivables. (4) On a semi-monthly basis, a flash report highlighting key financial indicators of Borrowers' operating and financial performance and prospects.

Representations and Warranties Additional Covenants. (a) In order to induce the Lender to enter into this AmendmentAgreement, each Borrower represents and warrants to the Lender that: that (i) the execution, delivery and performance by the Borrowers of this Amendment Agreement and the transactions contemplated hereby (A) are and will be within the corporate powers of the Borrowers, (B) have been authorized by all necessary corporate action on behalf of the Borrowers, (C) are not in contravention of any order or decree of any court or governmental unit, or of any law, rule or regulation to which any Borrower Borrowers or any of its their property is bound, (D) are not and will not be in conflict with, or result in a breach of or constitute (with due notice and/or lapse of time) a default under (x) any Borrower's articles of incorporation or bylaws or (y) any indenture, agreement, contract or undertaking to which any Borrower is a party or by which any Borrower of them or any of Borrower's their property is bound, and (E) will not result in the imposition of any lien, security interest or other encumbrance on any of the properties of any Borrower; (ii) this Amendment and the Notes and Other Agreements executed in connection with this Amendment Agreement shall be valid, binding and enforceable against the Borrowers in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iii) on and as other than the Specified Events of the First Amendment Effective Date (giving effect to Section 6 hereof)Default, no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) has occurred and is continuing and no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) would result from the execution, delivery or consummation of the transactions contemplated by this Amendment and the Notes and Other Agreements executed in connection with this AmendmentAgreement. (b) On and as of the First Amendment Effective Date, each Borrower confirms, reaffirms and restates to the Lender Parties the representations and warranties set forth in the Loan Agreement and each of the Other AgreementsDocuments, except to the extent that such representations and warranties solely and expressly relate to a specific earlier date in which case such Borrower confirms, reaffirms and restates such representations and warranties as of such earlier date. (c) Borrowers acknowledge In order to induce the Lender to enter into this Agreement, each Borrower represents and agree warrants to the Lender that failure to receive the funding by April (i) on or about November 1, 2003 contemplated by Section 4(a)(vii2002, AM Communications received the proceeds of additional Subordinated Debt in the amount of Two Hundred and Fifty Thousand Dollars ($250,000) above or failure to achieve from Xx. Xxxxx X. Hassan, and (ii) as of the minimum trade support as contemplated from time to time by Section 4(a)(xxiii) hereof shall be an Event of Default under the Loan Agreement. (d) Borrowers shall implement a corporate compliance program acceptable to Chatham on or before June 30, 2003. (e) Within 10 days after the First Amendment Effective Date, the aggregate gross amount of all obligations currently due and owing by Borrowers shall have obtained and provided to Lender evidence of credit insurance in favor of Borrowers under the Designated Contracts (and assigned to Lender) covering all existing and future without netting or taking into effect any obligations owing by Charter Communications established under terms to Borrowers) is One Million Seven Hundred Forty-Eight Thousand Nine Hundred Twenty-One and conditions, for amounts and with such insurer as may be acceptable to 00/100 Dollars ($1,748,921) (the Lender (Borrowers acknowledging that they have been informed by Lender that a cap of $1,000,000 on Revolving Loans against Eligible Accounts of Charter Communications has been imposed by Lender subject to evaluation and adjustment by Lender from time to time"Required Minimum Payables"). (f) In addition to all other reporting requirements, Borrowers shall provide to Lender the following (each report to be in a form satisfactory to Lender and to be prepared with the participation . As an independent covenant of the Consultant except for Borrowers, each Borrower agrees that, so long as the report in clause (3) below which Specified Events of Default are outstanding, no Borrower shall be prepared make any payment on account of its obligations under the Designated Contracts if as a result of such payment the aggregate amount of all obligations incurred by the Consultant): (1) Within 10 days after Borrowers would be less than the First Amendment Effective Date, a 13-week rolling cash flow projection detailing the sources and uses of cash which shall be updated monthly within 10 days after the end of each fiscal monthRequired Minimum Payables. (2) Within 30 days after the end of each fiscal month or more frequently if so requested by Lender, a detailed report identifying and explaining any major variances between actual performance and projected performance in the Forecast tracking the implementation of Borrowers' cost savings initiatives embodied in the Forecast. (3) Within 30 days after the First Amendment Effective Date, a written report from the Consultant (A) identifying areas for improvement in Borrowers' billing, credit and collection policies as well as areas where existing practice differs from current policy and (B) determining and recommending any additional steps which Borrowers can take to improve the overall turnover of their receivables. (4) On a semi-monthly basis, a flash report highlighting key financial indicators of Borrowers' operating and financial performance and prospects.