Common use of Representations and Warranties; Certain Agreements Clause in Contracts

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Convertible Note Documents that relate to such Guarantor are true and correct. (b) Such Guarantor agrees to comply with each of the covenants contained in the Convertible Note Documents that impose or purport to impose, through agreements with the Borrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 4(a) of the Convertible Notes. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Collateral Agent or any Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board of Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor is solvent on the date hereof and will not cease to be solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents, warrants warrants, on and as of the Closing Date and after giving effect to the Transactions and the making of the Loans and the other financial accommodations on the Closing Date and on and as of each date required by Section 4.02 of the Credit Agreement, and covenants as followsto and with the Administrative Agent, for the benefit of the Finance Parties, until the Commitments have been terminated and the principal of and interest on each Loan and all fees payable under the Credit Agreement have been paid in full, that: (a) All The representations and warranties contained in the Convertible Note Documents that relate Credit Agreement (with respect to the business, operations, assets, financial condition, liabilities or contracts of, or which otherwise pertain to, such Guarantor (including to the extent such Guarantor is referred to as a Loan Party in such representations and warranties)) are (i) in the case of representations and warranties qualified by “materiality”, “Material Adverse Effect” or similar language, true and correctcorrect in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on the basis set forth above as of such earlier date. (b) Such Guarantor agrees to comply with each of the covenants contained in the Convertible Note Documents Credit Agreement that impose imposes or purport purports to impose, through agreements with the Borrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 4(a) 8.01 of the Convertible NotesCredit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Collateral Administrative Agent or any Holder other Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board board of Directors directors (or persons performing similar functions in case of a the Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (if) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor is solvent on the date hereof and will not cease to be solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Amended and Restated Convertible Note Documents that relate to such Guarantor are true and correct. (b) Such Guarantor agrees to comply with each of the covenants contained in the Amended and Restated Convertible Note Documents that impose or purport to impose, through agreements with the Borrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 4(a) of the Amended and Restated Convertible Notes. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Collateral Agent or any Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board of Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor is solvent on the date hereof and will not cease to be solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Subsidiary Guarantor hereby severally represents, warrants and covenants as of the Closing Date and on and as of each date as required by the Credit Agreement as follows: (a) All The representations and warranties contained in the Convertible Note Credit Agreement and the other Loan Documents that relate (insofar as they pertain to such Subsidiary Guarantor (including to the extent such Subsidiary Guarantor is referred to as a Loan Party or Group Company in such representations and warranties)) are (i) in the case of representations and warranties qualified by “materiality”, “Material Adverse Effect” or similar language, true and correctcorrect in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on the basis set forth above as of such earlier date. (b) Such Subsidiary Guarantor agrees to observe and comply with each of the covenants contained in the Convertible Note Documents Credit Agreement (x) insofar as they pertain to such Subsidiary Guarantor or (y) that impose imposes or purport purports to impose, through agreements with the Borrower, restrictions or obligations on such Subsidiary Guarantor. (c) Such Subsidiary Guarantor acknowledges that any default in the due observance or performance by such Subsidiary Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 4(a) 8.01 of the Convertible NotesCredit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Subsidiary Guarantor has, independently and without reliance upon the Collateral Administrative Agent or any Holder other Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Subsidiary Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board board of Directors directors (or persons performing similar functions in case of a the Subsidiary Guarantor which is not a corporation) of such Subsidiary Guarantor has decided that a direct or an indirect benefit will accrue to such Subsidiary Guarantor by reason of the execution of this Agreement. (ie) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Subsidiary Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor is solvent on the date hereof and will not cease to be solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Convertible Note Bridge Loan Documents that relate to such Guarantor are true and correct. (b) Such Guarantor agrees to comply with each of the covenants contained in the Convertible Note Bridge Loan Documents that impose or purport to impose, through agreements with the Borrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 4(a) of the Convertible Amended and Restated Bridge Notes. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Collateral Agent or any Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board of Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor is solvent on the date hereof and will not cease to be solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby severally represents, warrants and covenants as follows: (a) All The representations and warranties contained in the Convertible Note Documents that relate Credit Agreement (with respect to the business, operations, assets, financial condition, liabilities or contracts of, or which otherwise pertain to, such Guarantor (including to the extent such Guarantor is referred to as a Loan Party in such representations and warranties)) are (i) in the case of representations and warranties qualified by “materiality”, “Material Adverse Effect” or similar language, true and correctcorrect in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on the basis set forth above as of such earlier date. (b) Such Guarantor agrees to comply with each of the covenants contained in the Convertible Note Documents Credit Agreement that impose imposes or purport purports to impose, through agreements with the Borrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 4(a) 8.01 of the Convertible NotesCredit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Collateral Administrative Agent or any Holder other Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board board of Directors directors (or persons performing similar functions in case of a the Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (if) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor is solvent on the date hereof and will not cease to be solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Convertible Note Documents Credit Agreement that relate to such Guarantor are true and correct. (b) Such Guarantor agrees to comply with each of the covenants contained in the Convertible Note Documents Credit Agreement that impose or purport to impose, through agreements with the Borrower, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 4(a) 8.01 of the Convertible NotesCredit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Collateral Administrative Agent or any Holder other Finance Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board of Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which such Guarantor is or will become, on or after the date hereof, indebted; (ii) such Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) such Guarantor is solvent Solvent on the date hereof and will not cease to be solvent Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.