Common use of Representations and Warranties; No Event of Default Clause in Contracts

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Appears in 2 contracts

Samples: Financing Agreement (Beachbody Company, Inc.), Financing Agreement (Beachbody Company, Inc.)

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Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects on and as of the Incremental Effective Date and on and as of the date hereof, in each case after giving effect to this Agreement (except for that such materiality qualifier shall not be applicable to any representations and or warranties that already are already qualified by materialityor ​ ​ modified as to materiality or “Material Adverse Effect” in the text thereof, which representations and warranties will shall be true and correct in all respects) respects subject to such qualification on and as of the Effective Date each such date), as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the date hereof or as of the Incremental Effective Date Date, in each case after giving effect to this Agreement, or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Appears in 2 contracts

Samples: Incremental Joinder and Amendment No. 1 (ITHAX Acquisition Corp.), Incremental Joinder and Amendment No. 1 (ITHAX Acquisition Corp.)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI this Second Amendment, ARTICLE V of the Loan Agreement and in each other Loan Document, certificate certificate, or other writing delivered to Agent or any Secured Party Lender pursuant hereto or thereto on or prior to the Second Amendment Effective Date are true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of the Second Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Agreement or the other Loan Documents Second Amendment becoming effective in accordance with its or their respective terms.

Appears in 2 contracts

Samples: Loan Agreement (Motorcar Parts America Inc), Loan Agreement (Motorcar Parts America Inc)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI this Agreement, and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except for that such materiality qualifier shall not be applicable to any representations and or warranties that already are already qualified by or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties will shall be true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Appears in 2 contracts

Samples: Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in this Agreement, Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except for that such materiality qualifier shall not be applicable to any representations and or warranties that already are already qualified by or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties will shall be true and correct in all respectsrespects subject to such qualification) on and as of the Incremental Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Incremental Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Appears in 2 contracts

Samples: Incremental Joinder and Amendment No. 1 (ITHAX Acquisition Corp.), Incremental Joinder and Amendment No. 1 (ITHAX Acquisition Corp.)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI this First Amendment, ARTICLE V of the Loan Agreement and in each other Loan Document, certificate certificate, or other writing delivered to Agent or any Secured Party Lender pursuant hereto or thereto on or prior to the First Amendment Effective Date are true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of the First Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or would result from this Agreement or the other Loan Documents First Amendment becoming effective in accordance with its or their respective terms.

Appears in 2 contracts

Samples: Loan Agreement (Motorcar Parts America Inc), Loan Agreement (Motorcar Parts America Inc)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date are true and correct in all material respects (except for that such materiality qualifier shall not be applicable to any representations and or warranties that already are already qualified by or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties will shall be true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Agreement or the other Loan Documents becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Financing Agreement (Alj Regional Holdings Inc)

Representations and Warranties; No Event of Default. The After giving effect to this Sixth Amendment, the following statements shall be true and correct: (i) the representations and warranties contained in Article VI this Sixth Amendment, ARTICLE V of the Loan Agreement and in each other Loan Other Document, certificate certificate, or other writing delivered to Agent or any Secured Party Lender pursuant hereto or thereto on or prior to the Sixth Amendment Effective Date are true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of the Sixth Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Sixth Amendment Effective Date or would result from this Agreement or the other Loan Documents Sixth Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Loan Agreement (Motorcar Parts of America Inc)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI this Third Amendment, ARTICLE V of the Loan Agreement and in each other Loan Document, certificate certificate, or other writing delivered to Agent or any Secured Party Lender pursuant hereto or thereto on or prior to the Third Amendment Effective Date are true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of the Third Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or would result from this Agreement or the other Loan Documents Third Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Loan Agreement (Motorcar Parts America Inc)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects on and as of the Consent Effective Date and Amendment No. 7 Effective Date, as applicable, and on and as of the date hereof (except for that such materiality qualifier shall not be applicable to any representations and or warranties that already are already qualified by materialityor modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties will shall be true and correct in all respects) respects subject to such qualification on and as of the Effective Date each such date), as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the date hereof or as of the Consent Effective Date or the Amendment No. 7 Effective Date, as applicable, or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Financing Agreement (Mondee Holdings, Inc.)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) After giving effect to this Amendment, the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except for that such materiality qualifier shall not be applicable to any representations and or warranties that already are already qualified by or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties will shall be true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment Effective Date (after giving effect to the amendments set forth in this Amendment) or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Financing Agreement (Propel Media, Inc.)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: After giving effect to this First Amendment, (i) each of the representations and warranties of the Loan Parties contained in Article VI this First Amendment, the Credit Agreement and in each any other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except for that such materiality qualifier shall not be applicable to any representations and warranties that already are already qualified or modified by materiality, which representations and warranties will be true and correct materiality or Material Adverse Change in all respectsthe text thereof) on and as of the First Amendment Effective Date Date, as though made on and as of such date, date (except to the extent that any such representation or warranty expressly relates representations and warranties relate solely to an earlier date (date, in which case such representation or warranty representations and warranties shall be true and correct in all material respects (except for that such materiality qualifier shall not be applicable to any representations and warranties that already are already qualified or modified by materiality, which representations and warranties will be true and correct materiality or Material Adverse Change in all respectsthe text thereof) on and as of such earlier date) and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the First Amendment Effective Date or would result from this Agreement or the other Loan Documents First Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Term Loan Agreement (Colt Finance Corp.)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except for that such materiality qualifier shall not be applicable to any representations and or warranties that already are already qualified by materialityor modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties will shall be true and correct in all respectsrespects subject to such qualification on and as of each such date) on and as of the Amendment No. 10 Effective Date Date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on and as of the Amendment No. 10 Effective Date Date, after giving effect to this Amendment, or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Financing Agreement (Mondee Holdings, Inc.)

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Representations and Warranties; No Event of Default. The After giving effect to this Seventh Amendment, the following statements shall be true and correct: (i) the representations and warranties contained in Article VI this Seventh Amendment, ARTICLE V of the Loan Agreement and in each other Loan Other Document, certificate certificate, or other writing delivered to Agent or any Secured Party Lender pursuant hereto or thereto on or prior to the Seventh Amendment Effective Date are true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of the Seventh Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Seventh Amendment Effective Date or would result from this Agreement or the other Loan Documents Seventh Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Loan Agreement (Motorcar Parts of America Inc)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI this Third Amendment, ARTICLE V of the Loan Agreement and in each other Loan Other Document, certificate certificate, or other writing delivered to Agent or any Secured Party Lender pursuant hereto or thereto on or prior to the Third Amendment Effective Date are true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of the Third Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or would result from this Agreement or the other Loan Documents Third Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Loan Agreement (Motorcar Parts America Inc)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) After giving effect to this Amendment, the representations and warranties contained herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except for that such materiality qualifier shall not be applicable to any representations and or warranties that already are already qualified by or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties will shall be true and correct in all respectsrespects subject to such qualification) on and as of the Effective Date such date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on as of the Amendment Effective Date (after giving effect to the amendments set forth in this Amendment) or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Financing Agreement (Propel Media, Inc.)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except for that such materiality qualifier shall not be applicable to any representations and or warranties that already are already qualified by materialityor modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties will shall be true and correct in all respectsrespects subject to such qualification on and as of each such date) on and as of the Amendment No. 8 Effective Date Date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on and as of the Amendment No. 8 Effective Date Date, after giving effect to this Amendment, or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Financing Agreement (Mondee Holdings, Inc.)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the The representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects on and as of the Amendment No. 12 Effective Date and on and as of the date hereof, in each case after giving effect to this Amendment (except for that such materiality qualifier shall not be applicable to any representations and or warranties that already are already qualified by materialityor modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties will shall be true and correct in all respects) respects subject to such qualification on and as of the Effective Date each such date), as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) ), and (ii) after giving effect to the waiver of any Events of Default pursuant to Section 2(b) hereof, no Default or Event of Default shall have has occurred and be is 142511597v9 continuing on as of the date hereof or as of the Amendment No. 12 Effective Date or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Financing Agreement (Mondee Holdings, Inc.)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the Effective Date Document are true and correct in all material respects (except for that such materiality qualifier shall not be applicable to any representations and or warranties that already are already qualified by materialityor modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties will shall be true and correct in all respectsrespects subject to such qualification on and as of each such date) on and as of the Amendment No. 9 Effective Date Date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) on and as of such earlier date) ), and (ii) no Default or Event of Default shall have has occurred and be is continuing on and as of the Amendment No. 9 Effective Date Date, after giving effect to this Amendment, or would result from this Agreement or the other Loan Documents Amendment becoming effective in accordance with its or their respective terms.

Appears in 1 contract

Samples: Financing Agreement (Mondee Holdings, Inc.)

Representations and Warranties; No Event of Default. The following statements shall be true and correct: (i) the representations and warranties contained in Article VI this Second Amendment, ARTICLE V of the Loan Agreement and in each other Loan Document, certificate certificate, or other writing delivered to Agent or any Secured Party Lender pursuant hereto or thereto on or prior to the Second Amendment Effective Date are true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of the Second Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except for representations and warranties that are in all respects if such representation and warranty is already qualified by materiality, which representations and warranties will be true and correct in all respectsmateriality or by reference to a Material Adverse Effect) on and as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Agreement or the other Loan Documents Second Amendment becoming effective in accordance with its or their respective terms. 3 Confidential material redacted and filed separately with the Securities and Exchange Commission.

Appears in 1 contract

Samples: Loan Agreement (Motorcar Parts America Inc)

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