REPRESENTATIONS AND WARRANTIES To induce the Lenders to enter into this Agreement and to make the Extensions of Credit herein provided for, the Credit Parties hereby represent and warrant to the Administrative Agent and to each Lender that: Financial Statements.
REPRESENTATIONS AND WARRANTIES To induce. Lender to enter into this Agreement, make available the Secured Line and make Advances to Borrower from time to time as herein provided, Borrower represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES To induce the Lenders to make any extension of credit hereunder on or after the Closing Date, the Borrower, with respect to itself and each of the Restricted Subsidiaries, represents and warrants (i) on the Closing Date solely to the extent set forth in Section 4.01(12) and (ii) thereafter, on the date of any Borrowing or any other extension of credit hereunder to the extent otherwise required hereunder (and subject, for the avoidance of doubt, to Section 1.09), each of the following to each Agent and to each of the Lenders: Section
REPRESENTATIONS AND WARRANTIES To induce the Purchasers to enter into this Amending Agreement, the Guarantor and each of the Sellers hereby jointly and severally make the following representations and warranties (provided that Celestica Romania shall only be responsible hereunder for its own representations and warranties):
(a) The Guarantor and each of the Sellers hereby represent and warrant as of the date of this Amending Agreement that no Termination Event or Incipient Termination Event has occurred and is continuing.
(b) The Servicer and each Seller, as of the date hereof, hereby represents and warrants that the execution, delivery and performance of this Amending Agreement and any and all other agreements, documents and instruments executed and/or delivered in connection herewith have been duly authorized by all requisite action on the part of the Servicer and the Sellers, constitute its legal, valid and binding obligation, enforceable against it in accordance with their terms. This Amending Agreement has been duly executed and delivered on behalf of the Servicer and each Seller.
(c) The Guarantor and each of the Sellers hereby represent and warrant as of the date of this Amending Agreement and as of the Effective Date (as defined below) that since the date of the most recent financial statements made available to the Purchasers there has been no change, development or event that has had or could reasonably be expected to have a Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES To induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Loan Documents, each of Holdings and U.S. Borrower represents and warrants, on the FourthFifth 106 [[5628733]]
REPRESENTATIONS AND WARRANTIES To induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Loan Documents, theeach of Holdings and U.S. Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) represents and warrants to each of them (a), on and as of the Closing Date, that the Acquisition Agreement Representations and the Specified Representations are true and correct and (b) onFourth Amendment Effective Date and as of each date after the ClosingFourth Amendment Effective Date applicable pursuant to Section 3.2, to each of the followingthat: 115 [[5286738]]
REPRESENTATIONS AND WARRANTIES To induce the Holder to enter into the Loan Agreement and to accept delivery of the Debentures, each Guarantor hereby represents and warrants to the Holder that the representations and warranties set forth in Article IV of the Loan Agreement as they relate to such Guarantor, each of which is hereby incorporated herein by reference, are true and correct, and the Holder shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of this Section 3, be deemed to be a reference to such Guarantor’s knowledge.
REPRESENTATIONS AND WARRANTIES To induce. (a) the Administrative Agent and the Lenders to enter into the Credit Agreement, (b) the Lenders to make their respective extensions of credit to the Borrower thereunder, (c) the Secured Hedging Providers to enter into Hedging Agreements with EXLP or any of its Restricted Subsidiaries and (d) the Secured Treasury Management Counterparties to enter into Treasury Management Agreements with EXLP or any of its Restricted Subsidiaries, each Guarantor hereby represents and warrants to the Administrative Agent and each Guaranteed Creditor that: Section
REPRESENTATIONS AND WARRANTIES To induce the other parties hereto to enter into this First Amendment, each Loan Party represents and warrants to each of the Consenting Lenders and the Administrative Agent that, as of the First
REPRESENTATIONS AND WARRANTIES To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants that, before and after giving effect to each of the amendments set forth in this Amendment:
A. the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties are true and correct in all respects) on and as of the Amendment No. 1 Effective Date, except to the extent made as of a specific date, which representations and warranties shall have been true and correct in all material respects as of such specific date (or, in the case of any such representation and warranties that are qualified as to materiality or Material Adverse Effect in the text thereof, such representations and warranties shall have been true and correct in all respects as of such specific date);
B. no Default or Event of Default has occurred and is continuing on the Amendment No. 1 Effective Date; and
C. as of the Amendment No. 1 Effective Date, no amendment, waiver, or modification has been made to the Flywheel MIPA since the date of execution thereof.
