Common use of Representations and Warranties; Effect on Credit Agreement Clause in Contracts

Representations and Warranties; Effect on Credit Agreement. Section 3.1. Each Co-Borrower hereby represents and warrants as follows: a. This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of the Co-Borrowers and are enforceable against the Co-Borrowers in accordance with their respective terms. b. Upon the effectiveness of this Amendment, the Co-Borrowers hereby reaffirm all covenants, representations and warranties made in the Credit Agreement to the extent that the same are not amended hereby and each Co-Borrower agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the date hereof. c. No Default or Event of Default has occurred and is continuing or would exist after giving effect to this Amendment. d. No Co-Borrower has any defense, counterclaim or offset with respect to the Credit Agreement. e. All corporate and limited partnership action of each Co-Borrower appropriate and necessary, including, if necessary, resolutions of the Board of Directors of each of P&F, Florida Pneumatic, Embassy, Green, Countrywide, Nationwide, Pacific and WILP and resolutions of the general partner of Woodmark, to authorize the execution, delivery and performance of this Amendment, has been taken.

Representations and Warranties; Effect on Credit Agreement. Section 3.14.1. Each Co-Borrower hereby represents and warrants as follows: a. This Amendment and Waiver and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of the Co-Borrowers and are enforceable against the Co-Borrowers in accordance with their respective terms. b. Upon the effectiveness of this AmendmentAmendment and Waiver, the Co-Borrowers hereby reaffirm all covenants, representations and warranties made in the Credit Agreement to the extent that the same are not amended hereby and each Co-Borrower agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the date hereof. c. No Default or Event of Default has occurred and is continuing or would exist after giving effect to this AmendmentAmendment and Waiver. d. No Co-Borrower has any defense, counterclaim or offset with respect to the Credit Agreement. e. All corporate and limited partnership action of each Co-Borrower appropriate and necessary, including, if necessary, resolutions of the Board of Directors of each of P&F, Florida Pneumatic, Embassy, Green, Countrywide, Nationwide, Pacific Pacific, Continental, Hy-Tech and WILP and resolutions of the general partner of Woodmark, to authorize the execution, delivery and performance of this AmendmentAmendment and Waiver, has been taken.