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 Borrower 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 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; and (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.

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 Borrower 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 Borrower's of 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; and (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 its terms; and (iii), no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result from the execution, delivery or consummation of the transactions contemplated by this Amendment. On and as of Effective Date, each Credit Party confirms, reaffirms and restates, and on the date of each request for a Loan or Letter of Credit each Credit Party shall be deemed to have further confirmed, reaffirmed and restated, to the Lender the representations and warranties set forth in the Loan Agreement, as amended hereby, and the other Loan Documents, except to the extent that such representations and warranties solely relate to a specific earlier date in which case each Credit Party confirms, reaffirms and restates such representations and warranties as of such earlier date. The Borrower represents and warrants to Lender that attached hereto as Exhibit A is a true, correct and complete entity organizational chart of the Borrower, EB Holdings and their respective termsSubsidiaries, subject together with a memorandum summarizing the activities and purpose of each entity within such organizational structure (an “organizational summary memorandum”). Borrower agrees to applicable bankruptcypromptly deliver to Lender, insolvencyin connection with any future change to the organizational structure reflected in the attached exhibit, reorganization, moratorium an updated entity organizational chart together with an updated organizational summary memorandum (it being understood and agreed that any such change shall be made in compliance with the Loan Agreement and the other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawLoan Documents).

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 Borrower 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 Borrower's of 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; and (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) other than the Specified Events of 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 Agreement.

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 Borrower 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 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; and (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 Second Amendment Effective Date, 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.

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 Borrower 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 Borrower's of 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; and (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 its terms; and (iii) no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result from the execution, delivery or consummation of the transactions contemplated by this Amendment. The Borrower represents and warrants to the Lender that attached hereto as Exhibit B is a true, correct and complete entity organizational chart of the Borrower, EB Holdings and their respective termsSubsidiaries, subject 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 applicable bankruptcyupdate and deliver to the Lender such entity organizational chart and organizational summary memorandum in accordance with the Loan Agreement. EB Investment Corp. represents and warrants that EB Games Customer Service, insolvency, reorganization, moratorium Inc. is a wholly-owned subsidiary of EB Investment Corp. and other laws affecting creditors' rights generally that its formation and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at lawoperation have no adverse impact on the Borrower.

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 Borrower 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; and (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.