REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER. Each of Holdings and the Borrower hereby represents and warrants as follows:
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REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER. To induce the Agent and the Lenders to execute and deliver this Agreement (which representations and warranties shall survive the execution and delivery of this Agreement and the occurrence of the First Amendment Effective Date), Holdings and the Borrower represent and warrant to the Agent and the Lenders that:
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REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER. SECTION 5.01 Good Standing of the Borrower, Holdings and its Subsidiaries 66 SECTION 5.02 Loan Documents 66 SECTION 5.03 Absence of Defaults and Conflicts 67 SECTION 5.04 Authorization of this Agreement 67 SECTION 5.05 Environmental Laws and ERISA 67 SECTION 5.06 Litigation 67 SECTION 5.07 Financial Statements 67 SECTION 5.08 Investment Company Act 68 SECTION 5.09 Solvency 68 SECTION 5.10 Regulations T, U, X 68 SECTION 5.11 Sanctions 68 SECTION 5.12 Taxes 69 SECTION 5.13 Compliance with Laws 69 SECTION 5.14 Capital Stock 69 SECTION 5.15 Title to Properties 70 SECTION 5.16 Possession of Licenses and Permits 70 SECTION 5.17 Insurance 70 SECTION 5.18 No Material Adverse Change in Business 70 SECTION 5.19 Collateral 70 ARTICLE VI COVENANTS SECTION 6.01 Existence 71 SECTION 6.02 Payment of Taxes 71 SECTION 6.03 Limitations on Indebtedness 71 SECTION 6.04 Limitations on Restricted Payments 73 SECTION 6.05 Limitations on Liens 77 SECTION 6.06 Limitations on Restrictions Affecting Restricted Subsidiaries 77 SECTION 6.07 Limitations on Dispositions of Assets 80
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REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER. The Borrower and Holdings jointly and severally, represent and warrant to, and agree with the Administrative Agent and each Lender, that:
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REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER. 38 6.01 Corporate Status.................................................................................. 38 6.02 Corporate Power and Authority..................................................................... 39 6.03
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REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER. In order to induce the Purchasers to purchase the Securities, Holdings, the Borrower and the Subsidiary Guarantors make the following representations, warranties and agreements, in each case after giving effect to the Transactions as consummated on the Closing Date, all of which shall survive the execution and delivery of this Agreement and the Securities, on and as of the Closing Date.
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REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER. The Borrower and Holdings jointly and severally, represent and warrant to, and agree with the Administrative Agent and each Lender, that as of the date hereof and as of the Closing Date:
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REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER. Holdings and the Borrower, jointly and severally, hereby represent and warrant to the Purchasers as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER

  • Representations and Warranties of Holdings Holdings hereby represents and warrants as follows:

  • Representations and Warranties of Holdco HoldCo hereby represents and warrants to the Investors that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on HoldCo’s part and do not contravene any provision of HoldCo’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on HoldCo or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by HoldCo have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; and (d) this letter agreement has been duly and validly executed and delivered by HxxxXx and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than HoldCo) constitutes a legal, valid and binding obligation of HoldCo enforceable against HoldCo in accordance with its terms, subject to the Enforceability Exceptions.

  • Representations and Warranties of the Borrower The Borrower represents and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties as follows:

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

  • Representations and Warranties of the Borrowers Each Borrower represents and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

  • Representations and Warranties of Borrower Borrower represents and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

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