Common use of Representations and Warranties; Performance of Agreements Clause in Contracts

Representations and Warranties; Performance of Agreements. Company shall have delivered to Agent an Officer's Certificate, in form and substance satisfactory to Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide shall be performed or satisfied by the Loan Parties on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Agent; provided that where a -------- representation and warranty, covenant or condition is qualified as to materiality, such materiality qualifier shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company shall have delivered to Agent each Purchaser an Officer's Certificate, ’s Certificate in form and substance reasonably satisfactory to Agent, such Purchaser to the effect that the representations and warranties in Section 5 Paragraph 8 hereof are true, true and correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, true and correct and complete in all material respects on and as of such earlier date) (in each case except to the extent such representation and warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) and that the Loan Transaction Parties shall have performed in all material respects all agreements and satisfied all conditions (other than such conditions, the satisfaction of which are in the Loan Documents provide discretion of the Purchasers) which this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Agent; provided that where a -------- representation and warranty, covenant or condition is qualified as to materiality, such materiality qualifier shall be disregarded for purposes of this condition.Purchasers

Representations and Warranties; Performance of Agreements. Company shall have delivered to Administrative Agent an Officer's Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Company shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide shall be performed or satisfied by the Loan Parties it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent; provided that where PROVIDED that, if a -------- representation and warranty, covenant or condition is qualified as to materiality, with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company shall have delivered to Administrative Agent an Officer's Certificate, in form and substance reasonably satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Company shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent; provided that where that, if a -------- representation and warranty, covenant or condition is qualified by its terms as to materiality, with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company Borrowers shall have delivered to Agent an Officer's Certificate, in form and substance satisfactory to Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Borrowers shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide this Agreement provides shall be performed or satisfied by the Loan Parties them on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Agent; provided that where a -------- representation and warranty, covenant or condition is qualified as to materiality, such materiality qualifier shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company shall have delivered to Administrative Agent an Officer's ’s Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent; provided that where that, if a -------- representation and warranty, covenant or condition is qualified as to materiality, with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company shall have delivered to Administrative Agent an Officer's Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Company shall have performed in all material respects all agreements and satisfied all 62 conditions which the Loan Documents provide this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent; provided that where a -------- representation and warranty, covenant or condition is qualified as to materiality, such materiality qualifier shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company Borrower shall have delivered to Administrative Agent an Officer's ’s Certificate, in form and substance reasonably satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Borrower shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent; provided that where that, if a -------- representation and warranty, covenant or condition is qualified as to materiality, such the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, covenant or condition for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company shall have delivered to Administrative Agent an Officer's Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Company shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent; provided that where a -------- representation and warranty, covenant or condition warranty is qualified as to materiality, such materiality qualifier representation and warranty shall be disregarded for purposes of this conditiontrue, correct and complete as so qualified.

Representations and Warranties; Performance of Agreements. Company shall have delivered to Agent each Purchaser an Officer's ’s Certificate, in form and substance reasonably satisfactory to Agentsuch Purchaser, to the effect that the representations and warranties in Section 5 Paragraph 8 hereof are true, true and correct and complete in all material respects on and as of the Closing Subsequent Issuance Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, true and correct and complete in all material respects on and as of such earlier date) (in each case except to the extent such representation and warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) and that the Loan Transaction Parties shall have performed in all material respects all agreements and satisfied all conditions (other than such conditions, the satisfaction of which are in the Loan Documents provide discretion of the Purchasers) which this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Subsequent Issuance Date except as otherwise disclosed to and agreed to in writing by Agent; provided that where a -------- representation and warranty, covenant or condition is qualified as to materiality, such materiality qualifier shall be disregarded for purposes of this conditionPurchasers.

Representations and Warranties; Performance of Agreements. Company shall have delivered to Administrative Agent an Officer's ’s Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof 7 are true, correct and complete in all material respects on and as of the Closing Restatement Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Company shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Restatement Date except as otherwise disclosed to and agreed to in writing by Agent; Agents, provided that where that, if a -------- representation and warranty, covenant or condition is qualified as to materiality, with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company shall have delivered to Administrative Agent an Officer's Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof 7 are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Company shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent; , provided that where that, if a -------- representation and warranty, covenant or condition is qualified as to materiality, with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company Borrowers shall have delivered to DIP Agent an Officer's Certificate, in form and substance satisfactory to DIP Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Borrowers shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide this Agreement provides shall be performed or satisfied by the Loan Parties them on or before the Closing Date except as otherwise disclosed to and agreed to in writing by DIP Agent; provided that where a -------- representation and warranty, covenant or condition is qualified as to materiality, such materiality qualifier shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company shall have delivered to Administrative Agent an Officer's ’s Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof 7 are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Company shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Agent; Agents, provided that where that, if a -------- representation and warranty, covenant or condition is qualified as to materiality, with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company Borrower shall have delivered to Administrative Agent an Officer's Officers’ Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Borrower shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide that this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent; provided that where a -------- representation and warranty, covenant or condition is qualified as to materiality, such materiality qualifier shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company shall have delivered to Administrative Agent an Officer's ’s Certificate, in form and substance reasonably satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Restatement Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) 63 and that the Loan Parties Company shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide shall be performed or satisfied by the Loan Parties it on or before the Closing Restatement Date except as otherwise disclosed to and agreed to in writing by Administrative Agent; provided that where that, if a -------- representation and warranty, covenant or condition is qualified as to materiality, with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition.

Representations and Warranties; Performance of Agreements. Company shall have delivered to Administrative Agent an Officer's Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that the Loan Parties Company shall have performed in all material respects all agreements and satisfied all conditions which the Loan Documents provide this Agreement provides shall be performed or satisfied by the Loan Parties it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent; provided that where that, if a -------- representation and warranty, covenant or condition is qualified as to materiality, with respect to such representation and warranty, covenant or condition the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition.