Representations and Warranties; Release. The Borrower hereby represents and warrants to the Agent and the Lenders as follows: (a) no Default exists, (b) the representations and warranties set forth in the Loan Documents are true and correct on and as of the date hereof with the same effect as though made on and as of such date except with respect to any representations and warranties limited by their terms to a specific date, and (c) the Foreign Acquisitions Purchase Price does not exceed the Dollar Amount of $100,000,000. IN ADDITION, TO INDUCE THE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, THE BORROWER AND EACH GUARANTOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:
Representations and Warranties; Release. The Borrower hereby represents and warrants to the Agents and the Banks as follows: (a) no Default exists; (b) the representations and warranties set forth in the Loan Documents are true and correct on and as of the date hereof with the same effect as though made on and as of such date except with respect to any representations and warranties limited by their terms to a specific date and the representations and warranties in the first sentence of Section 4.15(b) which shall be deemed made as of the Effective Date; and(c) the indebtedness incurred and to be incurred pursuant to the Agreement, as amended hereby, is permitted under the terms of the Senior Subordinated Note Indenture and the terms of the other Indentures, in each case, to the extent the applicable Indenture is still in effect. IN ADDITION, TO INDUCE THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE BANKS TO AGREE TO THE TERMS OF THIS AMENDMENT, THE BORROWER AND EACH GUARANTOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.
Representations and Warranties; Release. The Guarantor hereby represents and warrants that, both immediately before and after giving effect to the amendments set forth in Section 1 above (the “Amendments”): (a) the Loan Documents and the Term Loan Documents (collectively, the “Capital One Financing Documents”) to which it is a party constitute legal, valid and binding obligations of the Guarantor, are enforceable against the Guarantor in accordance with their respective terms; (b) the Guarantor hereby reaffirms all covenants, representations and warranties made by it in the Capital One Financing Documents to which it is a party and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this letter agreement, except to the extent that any such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct as of such earlier date; and (c) no Default or Event of Default has occurred and is continuing. In addition, to induce the Lender to execute and deliver this letter agreement, the Guarantor represents and warrants that as of the date of its execution of this letter agreement, there are no claims or offsets against, or rights of recoupment with respect to, or defenses or counterclaims to its obligations under, the Capital One Financing Documents, and, in accordance therewith, the Guarantor hereby waives any and all such claims, offsets, rights of recoupment, defenses or counterclaims, whether known or unknown, arising prior to the date of this letter agreement, and releases and discharges the Lender and its officers, directors, employees, agents, stockholders, affiliates and attorneys (collectively, the “Released Parties”) from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which the Guarantor ever had or now has against the Released Parties, or any of them, arising prior to the date hereof and from, arising out of, or relating to Capital One Financing Documents and the transactions contemplated thereby.
Representations and Warranties; Release. Assignor hereby represents and Warrants to the Assignee as follows:
Representations and Warranties; Release. (a) Distributor represents and warrants to Company that (i) Distributor has the power and authority to execute, deliver and perform its obligations under this Agreement, (ii) this Agreement has been duly executed and delivered by Distributor and is the valid and binding agreement of Distributor enforceable against it in accordance with this Agreement’s terms, (iii) Distributor has not previously assigned or in any way transferred any of its rights or obligations under the Distributor Agreement and (iv) Distributor has complied with all of the material terms and provisions of the Distributor Agreement.
Representations and Warranties; Release. (a) The Borrower and Parent each hereby represents and warrants that, both immediately before and after giving effect to this Amendment: (i) except as expressly provided in this Amendment, the Loan Agreement and the other Loan Documents thereunder (collectively, the “Capital One Financing Documents”) constitute legal, valid and binding obligations of the Borrower and Parent, as applicable, and are enforceable against the Borrower and Parent, as applicable, in accordance with their respective terms; (ii) the execution, delivery and performance of this Amendment will not violate any Law, government rule or regulation, court or administrative order or other such order, or the charter, minutes or bylaw provisions of the Borrower or any Guarantor, as applicable, or violate or result in a default (immediately or with the passage of time) under any contract, agreement or instrument to which the Borrower or any Guarantor is a party, or by which the Borrower or any Guarantor is bound; (iii) each of the Borrower and the Guarantors has all requisite power and authority to enter into and perform this Amendment and to incur the obligations herein provided for, and has taken all necessary action to authorize the execution, delivery and performance hereof and thereof; (iv) this Amendment, when delivered, will be valid and binding upon the Borrower and the Guarantors, enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles; and (v) none of the execution, delivery or performance of this Amendment requires any consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority on the part of the Borrower (other than with respect to the SBA, which has been obtained and a copy of which has been furnished to the Lender) or any Guarantor.
Representations and Warranties; Release. The Borrower hereby represents and warrants to the Agents and the Banks as follows:
Representations and Warranties; Release. Each Loan Party represents and warrants that after giving effect to this Amendment (a) the representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document shall be true and correct in all material respects with respect to any representation or warranty that is not otherwise qualified as to materiality, and in all respects with respect to any representation or warranty that is qualified as to materiality, in each case on and as of the date hereof, (b) no Default has occurred and is continuing, or would immediately result from this Amendment. As of the date hereof, no Loan Party has any counterclaims, offsets, credits or defenses to the Loan Documents and the performance of its obligations thereunder, or if any Loan Party has any such claims, counterclaims, offsets, credits or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished and released in consideration of the Lender’s execution and delivery of this Amendment.
Representations and Warranties; Release. (a) Seller hereby warrants and represents to Buyer as follows:
Representations and Warranties; Release
