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

Representations and Warranties; No Defaults. The following statements shall be true on such date, both before and after giving effect to such Loan or, as applicable, such Issuance: (i) the representations and warranties set forth in any Loan Document shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of Default shall be continuing. The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit.

Representations and Warranties; No Defaults. The following statements shall be true on such date, both before and after giving effect to such Loan or, as applicable, such Issuance: (i) the representations and warranties set forth in any Loan Financing Document shall be true and correct (A) if such date is the Third Restatement Effective Date, on and as of such date and (B) otherwise, in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of Default shall be continuing. The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit.

Representations and Warranties; No Defaults. The following statements shall be true on such date, both immediately before and immediately after giving effect to such Loan or, as applicable, such Issuance: (i) the representations and warranties set forth in any Loan Document shall be true and correct (A) if such date is the Closing Date, on and as of such date and (B) otherwise, in all material respects (provided that but in all respects if any such representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects“material” or “Material Adverse Effect”) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of Default shall have occurred or be continuingcontinuing immediately prior to and after giving effect to the extension of credit contemplated by the request set forth in Section 3.2(a). The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit.

Representations and Warranties; No Defaults. The following statements shall be true on such date, both immediately before and immediately after giving effect to such Loan or, as applicable, such Issuance: (i) the representations and warranties set forth in any Loan Document shall be true and correct in all material respects (provided that but in all respects if any such representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects“material” or “Material Adverse Effect”) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect) and (ii) no Default or Event of Default shall be continuing. The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date (except on the Closing Date) of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit.

Representations and Warranties; No Defaults. The following statements shall be true on the date of such dateLoan or Issuance, both immediately before and immediately after giving effect thereto and, in the case of any Loan, giving effect to such Loan or, as applicable, such Issuancethe application of the proceeds thereof: (i) the The representations and warranties set forth of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (on and as of the date of such Borrowing; provided that, to the extent that if any representation or warranty is by its terms qualified by concepts of materialitysuch representations and warranties specifically refer to an earlier date, such representation they shall be true and correct in all respects) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and material respects as of such earlier date date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; and (ii) no Default or Event of Default shall have occurred and be continuing. The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request (would result from such proposed Credit Extension or any certificate delivered in connection therewith) shall be deemed to be made again on and as of from the date of the relevant Loan or Issuance and the acceptance application of the proceeds thereof or of the delivery of the relevant Letter of Credit.therefrom. (c)

Representations and Warranties; No Defaults. The following statements shall be true on such date, both before and after giving effect to such Loan or, as applicable, such Issuance: (i) with respect to any Loans or Issuances made (A) on the Closing Date, each of the Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all respects and (B) after the Closing Date, the representations and warranties set forth in any Loan Document shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of such date ordate, to the extent unless, in each case, such representations and warranties expressly relate to an earlier date, then on and as of such earlier date and date, (ii) with respect to Loans or Issuances made on the Closing Date, no Event of Default under Section 9.1(a), (g) or (h) shall have occurred and be continuing or would result therefrom and (iii) solely with respect to Loans or Issuances made after the Closing Date, no Default or Event of Default shall have occurred and be continuing. The representations and warranties set forth in any Notice of Borrowing, Swingline Request continuing or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Creditwould result therefrom.

Representations and Warranties; No Defaults. The following statements shall be true on such date, both before and after giving effect to such Loan or, as applicable, such Issuance: (i) the representations and warranties set forth in any Loan Document shall be true and correct (A) if such date is the Closing Date, on and as of such date and 58 AMENDED AND THE PRINCETON REVIEW, INC. (B) otherwise, in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of Default shall be continuing. The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit. Notwithstanding the foregoing, the only conditions to any continuation or conversion of any Loan are set forth in Section 2.10.

Representations and Warranties; No Defaults. The following statements shall be true on such date, both before and after giving effect to such Loan or, as applicable, such Issuance: (i) the representations and warranties set forth in any Loan Document shall be true and correct (A) if such date is the Closing Date, in all material respects (provided that if any representation or warranty is by its terms except to the extent already qualified by concepts materiality therein) on and as of materialitysuch date and (B) otherwise, such representation shall be true and correct in all respects) material respects on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of Default shall be continuing. The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request Application (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit.

Representations and Warranties; No Defaults. The following statements shall be true on such date, both before and after giving effect to such Loan or, as applicable, such Issuance: (i) the representations and warranties set forth in any Loan Document shall be true and correct (A) if such date is the Closing Date, on and as of such date and (B) otherwise, in all material respects (provided provided, that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of Default shall be continuing. The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit.

Representations and Warranties; No Defaults. The following statements shall be true Subject to Section 1.10, on the date of such dateLoan or issuance, both before and after giving effect thereto and, in the case of any Loan, to such Loan or, as applicable, such Issuancethe application of the proceeds thereof: (i) the representations and warranties set forth in any Article III and in the other Loan Document Documents shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) with the same effect as though made on and as of such date ordate, except to the extent such representations and warranties expressly relate to an earlier date, on in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date 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 continuing. The representations and warranties set forth in any Notice of BorrowingSubject to Section 1.10, Swingline Request or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance by a Borrower of the proceeds thereof or of each Loan requested in any Borrowing Request, and the delivery issuance of the relevant each Letter of Credit.Credit requested hereunder at the request of any

Representations and Warranties; No Defaults. The following statements shall be true on such date, both before and after giving effect to such Loan or, as applicable, such Issuance: (i) the representations and warranties set forth in any Loan Document shall be true and correct (A) if such date is the Closing Date, on and as of such date and (B) otherwise, in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of Default shall be continuing. The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit. Notwithstanding the foregoing, the only conditions to any continuation or conversion of any Loan are set forth in Section 2.10.

Representations and Warranties; No Defaults. The following statements shall be true on such date, both before and after giving effect to such Loan or, as applicable, such Issuance: (i) the representations and warranties set forth in any Loan Document shall be true and correct (A) if such date is the Closing Date, on and as of such date and (B) otherwise, in all material respects (provided that but in all respects if any such representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects“material” or “Material Adverse Effect”) on and as of such date or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date and (ii) no Default or Event of Default shall be continuing. The representations and warranties set forth in any Notice of Borrowing, Swingline Request or L/C Request (or any certificate delivered in connection therewith) shall be deemed to be made again on and as of the date of the relevant Loan or Issuance and the acceptance of the proceeds thereof or of the delivery of the relevant Letter of Credit.