Common use of Representations and Warranties; No Defaults Clause in Contracts

Representations and Warranties; No Defaults. On the date of such Loan or issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof: (i) the representations and warranties set forth in Article III (other than Section 3.21) and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects; and (ii) no Default shall have occurred and be continuing. The acceptance by a Borrower of the proceeds of each Loan requested in any Borrowing Request, and the issuance of each Letter of Credit requested hereunder at the request of any Borrower, shall be deemed to constitute a representation and warranty by such Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter).

Representations and Warranties; No Defaults. On Subject to Section 1.08, on the date of such Loan or issuanceTerm Loan, both before and after giving effect thereto and, in the case of any Loan, and to the application of the proceeds thereof: (i) the representations and warranties set forth in Article III (other than Section 3.21) and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respectsrespects after giving effect to any such qualification as to materiality or “Material Adverse Effect”; and (ii) no Default shall have occurred and be continuing. The Subject to Section 1.08, the acceptance by a the Borrower of the proceeds of each Term Loan requested in any Borrowing Request, and the issuance of each Letter of Credit requested hereunder at the request of any Borrower, Request shall be deemed to constitute a representation and warranty by such the Borrower as to the matters specified in clause (b) above on the date of the making of such Term Loan or the issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter).

Representations and Warranties; No Defaults. On The following statements shall be true on the date of such Loan or issuanceIssuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof: (i) the representations and warranties set forth in Article III IV (other than Section 3.21Representations and Warranties) and in the other Loan Documents shall be true and correct on and as of the Effective Date and shall be true and correct in all material respects on and as of any such date after the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided provided, however, that any representation solely for purposes of representations and warranties made on the Effective Date with respect to the Acquired Business, such representations and warranties shall be limited to the Specified Representations and the representations made by the Seller with respect to the Acquired Business in the Purchase Agreement (but only to the extent that the Borrower or warranty that is qualified its Affiliates has the right to terminate their obligations under the Purchase Agreement as a result of a failure of such representations in the Purchase Agreement to materiality or “Material Adverse Effect” shall be true and correct in all respectscorrect); and; (ii) no Default or Event of Default shall have occurred and be continuing. The acceptance by a Borrower of the proceeds of each Loan requested in any Borrowing Request, and the issuance of each Letter of Credit requested hereunder at the request of any Borrower, shall be deemed to constitute a representation and warranty by such Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter).

Representations and Warranties; No Defaults. On The following statements shall be true on the date of such Loan or issuanceIssuance, both immediately before and immediately after giving effect thereto and, in the case of any Loan, giving effect to the application of the proceeds thereofthereof by, or at the direction of, the Borrower: (i) the The representations and warranties set forth of the Borrower and each other Loan Party contained in Article III V or any other Loan Document (other than Section 3.21) and limited to, in the other Loan Documents case of the initial Credit Extensions on the Effective Date, the Specified Representations) shall be true and correct in all material respects with the same effect as though made on and as of the date of such dateBorrowing; provided that, except to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties they shall have been be true and correct in all material respects as of such earlier date; provided that provided, further that, any representation or and warranty that is qualified as to materiality or “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsrespects on such respective dates; and (ii) except in the case of the initial Credit Extension on the Effective Date, no Default shall have occurred and be continuing. The acceptance by a Borrower exist, or would result from such proposed Credit Extension or from the application of the proceeds of each Loan requested in any Borrowing Requesttherefrom by, and the issuance of each Letter of Credit requested hereunder or at the request of any direction of, the Borrower, shall be deemed to constitute a representation and warranty by such Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter).

Representations and Warranties; No Defaults. On Subject to Section 1.10, on the date of such Loan or issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof: (i) the representations and warranties set forth in Article III (other than Section 3.21) and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects; and (ii) no Default shall have occurred and be continuing. The Subject to Section 1.10, the acceptance by a Borrower of the proceeds of each Loan requested in any Borrowing Request, and the issuance of each Letter of Credit requested hereunder at the request of any Borrower, shall be deemed to constitute a representation and warranty by such Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter).

Representations and Warranties; No Defaults. On Subject to Section 1.10, on the date of such Loan or issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof: ARTICLE XI (i) the representations and warranties set forth in Article III (other than Section 3.21) and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects; and ARTICLE XII (iii) no Default shall have occurred and be continuing. The Subject to Section 1.10, the acceptance by a Borrower of the proceeds of each Loan requested in any Borrowing Request, and the issuance of each Letter of Credit requested hereunder at the request of any Borrower, shall be deemed to constitute a representation and warranty by such Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter).

Representations and Warranties; No Defaults. On Subject to Section 1.11, on the date of such Loan or issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof: (i) the representations and warranties set forth in Article III (other than Section 3.21) and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects; and (ii) no Default or Event of Default shall have occurred and be continuingcontinuing or would result from such proposed credit extension or from the application of the proceeds therefrom. The Subject to Section 1.11, the acceptance by a Borrower of the proceeds of each Loan requested in any Borrowing Request, and the issuance of each Letter of Credit requested hereunder at the request of any Borrower, shall be deemed to constitute a representation and warranty by such Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter).

Representations and Warranties; No Defaults. On Subject to Section 1.10, on the date of such Loan or issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof: (i) the representations and warranties set forth in Article III (other than Section 3.21) and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects; and and ii. (ii) no Default shall have occurred and be continuing. The Subject to Section 1.10, the acceptance by a Borrower of the proceeds of each Loan requested in any Borrowing Request, and the issuance of each Letter of Credit requested hereunder at the request of any Borrower, shall be deemed to constitute a representation and warranty by such Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter).

Representations and Warranties; No Defaults. On the date Subject to Section 1.08, on thedate of such Loan or issuanceTerm Loan, both before and after giving effect thereto and, in the case of any Loan, and to the application of the proceeds thereof: (itheproceeds thereof:(i) the representations and warranties set forth in Article III (other than Section 3.21) and in the other Loan otherLoan Documents shall be true and correct in all material respects with the same effect as though asthough made on and as of such date, except to the extent such representations and warranties andwarranties expressly relate to an earlier date, in which case such representations and warranties andwarranties shall have been true and correct in all material respects as of such earlier date; provided date;provided that any representation or warranty that is qualified as to materiality or “Material or“Material Adverse Effect” shall be true and correct in all respectsrespects after giving effect toany such qualification as to materiality or “Material Adverse Effect”; and (iiand(ii) no Default shall have occurred and be continuing. The .Subject to Section 1.08, the acceptance by a the Borrower of the proceeds of each Term Loan requested in any inany Borrowing Request, and the issuance of each Letter of Credit requested hereunder at the request of any Borrower, Request shall be deemed to constitute a representation and warranty by such the Borrower as to asto the matters specified in clause (b) above on the date of the making of such Term Loan or the issuance of such Letter of Credit (except that no opinion noopinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, ,instrument or other matter).. ARTICLE VAFFIRMATIVE COVENANTSUntil the Discharge of Obligations, each Loan Party covenants and agrees, jointly andseverally with all of the Loan Parties, with the Lenders that:SECTION

Representations and Warranties; No Defaults. On The following statements shall be true on the date of such Loan or issuanceIssuance (other than an initial Loan or Issuance pursuant to an Incremental Facility established in connection with a Limited Condition Transaction), both before and after giving effect thereto and, in the case of any such Loan, to the application of the proceeds thereoftherefrom: (i) the representations and warranties set forth in Article III (other than Section 3.21) IV and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the date of such dateextension of credit, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations representation and warranties shall have been true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects; and (ii) no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom. The Each submission by Borrower to the Administrative Agent of a Notice of Borrowing and the acceptance by a such Borrower of the proceeds of each Loan requested in any Borrowing therein, and each submission by Borrower to an Issuer of a Letter of Credit Request, and the issuance Issuance of each Letter of Credit requested hereunder at the request of any Borrowertherein, shall be deemed to constitute a representation and warranty by such Holdings and Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the issuance Issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter)Credit.

Representations and Warranties; No Defaults. On The following statements shall be true on and as of the date of such Loan or issuanceIssuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereoftherefrom: (i) the representations and warranties set forth in Article III (other than Section 3.21) IV and in the other Loan Documents are true and correct on and as of the Effective Date and are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects respects) on and as of any such date after the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations representation, and warranties shall have been were true and correct in all material respects as of such earlier date; provided (except that any representation or and warranty that is qualified as to materiality “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date; and (ii) no Default shall have or Event of Default has occurred and be is continuing. The Each submission by the Administrative Borrower to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by a Borrower the Borrowers of the proceeds of each Loan requested in any Borrowing Requesttherein, and each submission by the issuance Administrative Borrower to an Issuer of a Letter of Credit Request and the Issuance of each Letter of Credit requested hereunder at the request of any Borrowertherein, shall be deemed to constitute a representation and warranty by such Borrower the Borrowers as to the matters specified in clause (bSection 3.2(b) above on and as of the date of the making of such Loan or the issuance Issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter)Credit.

Representations and Warranties; No Defaults. On Subject to Section 1.10, on the date of such Loan or issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof: : (i) the representations and warranties set forth in Article III (other than Section 3.21) and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects; and and (ii) no Default shall have occurred and be continuing. The Subject to Section 1.10, the acceptance by a Borrower of the proceeds of each Loan requested in any Borrowing Request, and the issuance of each Letter of Credit requested hereunder at the request of any Borrower, shall be deemed to constitute a representation and warranty by such Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter).any

Representations and Warranties; No Defaults. On The following statements shall be true on and as of the date of such Loan or issuanceIssuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereoftherefrom: (i) the representations and warranties set forth in Article III (other than Section 3.21) IV and in the other Loan Documents are true and correct on and as of the Effective Date and are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects respects) on and as of any such date after the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations representation, and warranties shall have been were true and correct in all material respects as of such earlier date; provided (except that any representation or and warranty that is qualified as to materiality “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date; and (ii) no Default shall have or Event of Default has occurred and be is continuing. The Each submission by the Administrative Borrower to the Administrative Agent of a Notice of Borrowing and the acceptance by a Borrower the Borrowers of the proceeds of each Loan requested in any Borrowing Requesttherein, and each submission by the issuance Administrative Borrower to an Issuer of a Letter of Credit Request and the Issuance of each Letter of Credit requested hereunder at the request of any Borrowertherein, shall be deemed to constitute a representation and warranty by such Borrower the Borrowers as to the matters specified in clause (bSection 3.3(d) above on and as of the date of the making of such Loan or the issuance Issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter)Credit.

Representations and Warranties; No Defaults. On the date of such Loan or issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof: (i) the representations and warranties set forth in Article III (other than Section 3.21) and in the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects; and (ii) no Default shall have occurred and be continuing. The acceptance by a Borrower of the proceeds of each Loan requested in any Borrowing Request, and the issuance of each Letter of Credit requested hereunder at the request of any Borrower, shall be deemed to constitute a representation and warranty by such Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the issuance of such Letter of Credit (except that no opinion need be expressed as to the Agent’s or the Required Lenders’ satisfaction with any document, instrument or other matter).