Common use of Representations and Warranties of the Company and the Borrowers Clause in Contracts

Representations and Warranties of the Company and the Borrowers. The Company and each Borrower hereby represents and warrants to the Lenders as follows: (a) No default, Event of Default or event of acceleration under any Transaction Agreement, as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default, an Event of Default or event of acceleration under any Transaction Agreement, as modified herein, has occurred and is continuing. (b) There has been no material adverse change in the financial condition of the Company or the Borrowers, taken as a whole, or any other person whose financial statement has been delivered to the Initial Lenders in connection with the Obligations from the most recent financial statements received by the Initial Lenders. (c) Each and all representations and warranties of the Company, the Borrowers and each other Credit Party in the Purchase Agreement and all other Transaction Agreements are accurate on the date hereof (except to the extent expressly made as of a prior date (other than the Restated Closing Date, which shall be read to be the First Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with the same force and effect as if entirely restated in this Amendment. (d) None of the Credit Parties has any claims, counterclaims, defenses or set-offs with respect to the Obligations or any other Transaction Agreement, as modified herein. (e) The Transaction Agreements, as modified herein, are the legal, valid and binding obligations of the Company and each other Credit Party, as applicable, enforceable against such party in accordance with their terms.

Representations and Warranties of the Company and the Borrowers. The Company and each Borrower hereby represents and warrants to the Lenders as follows: (a) No default, Event of Default or event of acceleration under any Transaction Agreement, as modified herein, nor any event, that, with the giving of notice or the passage of time or both, would be a default, an Event of Default or event of acceleration under any Transaction Agreement, as modified herein, has occurred and is continuing. (b) There has been no material adverse change in the financial condition of the Company or the Borrowers, taken as a whole, or any other person whose financial statement has been delivered to the Initial Lenders in connection with the Obligations from the most recent financial statements received by the Initial Lenders. (c) Each and all representations and warranties of the Company, the Borrowers and each other Credit Party in the Purchase Agreement and all other Transaction Agreements are accurate on the date hereof (except to the extent expressly made as of a prior date (other than the Restated Closing Date, which shall be read to be the First Second Amendment Effective Date), in which case such representations and warranties shall be true and correct as of such earlier date), with the same force and effect as if entirely restated in this Amendment. (d) None of the Credit Parties has any claims, counterclaims, defenses or set-offs with respect to the Obligations or any other Transaction Agreement, as modified herein. (e) The Transaction Agreements, as modified herein, are the legal, valid and binding obligations of the Company and each other Credit Party, as applicable, enforceable against such party in accordance with their terms.