Common use of REPRESENTATIONS AND WARRANTIES; NO DEFAULT; AUTHORIZATION Clause in Contracts

REPRESENTATIONS AND WARRANTIES; NO DEFAULT; AUTHORIZATION. Each of the Borrower and the Guarantors hereby represents and warrants to each of the Agent and the Banks as follows: (a) Each of the representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement, the other Loan Documents or this Amendment was true as of the date as of which it was made and is true as of the Effective Date (except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement, as amended hereby, and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse and to the extent that such representations and warranties relate expressly to an earlier date), and no Default or Event of Default has occurred and is continuing as of the date of this Amendment or would occur after giving effect to the transactions contemplated by this Amendment; and (b) This Amendment has been duly authorized, executed and delivered by the Borrower and each of the Guarantors, and shall be in full force and effect upon the satisfaction of the conditions set forth in ss.5 hereof, and the agreements of the Borrower and each of the Guarantors contained herein, in the Credit Agreement as herein amended, or in the other Loan Documents respectively, constitute the legal, valid and binding obligations of the Borrower and each of the Guarantors party hereto or thereto, enforceable against the Borrower or such Guarantor, in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

REPRESENTATIONS AND WARRANTIES; NO DEFAULT; AUTHORIZATION. Each of the Borrower and the Guarantors hereby represents and warrants to each of the Agent and the Banks as follows: (a) Each of the representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement, the other Loan Documents or this Amendment was true as of the date as of which it was made and is true as of the Effective Date (except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement, as amended hereby, and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse and to the extent that such representations and warranties relate expressly to an earlier date), and no Default or Event of Default has occurred and is continuing as of the date of this Amendment or would occur after giving effect to the transactions contemplated by this Amendment; and (b) This Amendment has been duly authorized, executed and delivered by the Borrower and each of the Guarantors, and shall be in full force and effect upon the satisfaction of the conditions set forth in ss.5 Section 9 hereof, and the agreements of the Borrower and each of the Guarantors contained herein, in the Credit Agreement as herein amended, or in the other Loan Documents respectively, constitute the legal, valid and binding obligations of the Borrower and each of the Guarantors party hereto or thereto, enforceable against the Borrower or such Guarantor, in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

REPRESENTATIONS AND WARRANTIES; NO DEFAULT; AUTHORIZATION. Each of the Borrower Borrower, the Guarantor and the Guarantors Subsidiary Guarantor hereby represents and warrants to each of the Agent and the Banks as follows: (a) Each of the representations and warranties of the Borrower Borrower, the Guarantor and the Guarantors Subsidiary Guarantor contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement, the other Loan Documents or this Amendment was true as of the date as of which it was made and is true as of the Effective Date (except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement, as amended hereby, and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse and to the extent that such representations and warranties relate expressly to an earlier date), and no Default or Event of Default has occurred and is continuing as of the date of this Amendment or would occur after giving effect to the transactions contemplated by this Amendment; and (b) This Amendment has been duly authorized, executed and delivered by the Borrower and each of the GuarantorsBorrower, the Guarantor and the Subsidiary Guarantor, and shall be in full force and effect upon the satisfaction of the conditions condition set forth in ss.5 Section 9 hereof, and the agreements of the Borrower and each of the Guarantors Borrower, the Guarantor and the Subsidiary Guarantor contained herein, in the Credit Agreement Agreement, as herein amended, or in the other Loan Documents respectively, respectively constitute the legal, valid and binding obligations of the Borrower and each of the Guarantors Borrower, the Guarantor and the Subsidiary Guarantor party hereto or thereto, enforceable against the Borrower or such GuarantorBorrower, the Guarantor and the Subsidiary Guarantor in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

REPRESENTATIONS AND WARRANTIES; NO DEFAULT; AUTHORIZATION. Each of the Borrower Company and the Guarantors Hadco Subsidiaries hereby represents and warrants to each of the Agent and the Banks as follows: (a) Each of the representations and warranties of the Borrower Company and the Guarantors Hadco Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement, the other Loan Documents or this Amendment was true as of the date as of which it was made and is true as of the Effective Date (except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement, as amended hereby, and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse and to the extent that such representations and warranties relate expressly to an earlier date)made, and no Default or Event of Default has occurred and is continuing as of the date of this Amendment or would would, following the effectiveness of this Amendment, occur after giving effect to the transactions contemplated by this AmendmentContinental Merger; and (b) This Amendment has been duly authorized, executed and delivered by the Borrower Company and each of the GuarantorsHadco Subsidiaries, and shall be in full force and effect upon the satisfaction of the conditions set forth in ss.5 ss.12 hereof, and the agreements of the Borrower Company and each of the Guarantors Hadco Subsidiaries contained herein, in the Credit Agreement as herein amended, or in the other Loan Documents respectively, constitute the legal, valid and binding obligations of the Borrower Company and each of the Guarantors Hadco Subsidiaries party hereto or thereto, enforceable against the Borrower Company or such GuarantorHadco Subsidiary, in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (c) Upon the consummation of the Tender Offer, Hadco Acquisition II will be the owner of all Securities which have been tendered by the current owners thereof, free from any lien, security interest, encumbrance and any other claim or demand; (d) Each of the representations and warranties made by the Borrower and Hadco Acquisition II and, to the best of the Borrower's knowledge, Continental Circuits and its Subsidiaries in any of the Continental Merger Documents or the Tender Offer Documents is true and correct in all material respects. Without limiting the foregoing, all Indebtedness of Continental Circuits and its Subsidiaries owing to Wellx Xxxgo Bank, National Association, Bank of America and/or any of their respective Affiliates has been repaid in full, and any and all commitments to lend by any such lenders have been terminated.