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: 5.1
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 Lenders to enter into this Agreement and to make the Extensions of Credit herein provided for, each of the Credit Parties hereby represents and warrants to the Administrative Agent and to each Lender that: Section 3.
REPRESENTATIONS AND WARRANTIES To induce the other parties hereto to enter into this Fourth Amendment, each Loan Party represents and warrants to each of the Consenting Lenders and the Administrative Agent that, as of the Fourth Amendment Effective Date: SECTION 3.1 The Borrower and each of its Restricted Subsidiaries (a) are each duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) have all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease their respective assets and carry on their respective business and (ii) execute, deliver and perform their respective obligations under this Fourth Amendment, and (c) are duly qualified and are licensed and, as applicable, in good standing under the Laws of each jurisdiction where their respective ownership, lease or operation of properties or the conduct of their respective business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; SECTION 3.2 The execution, delivery and performance by each Loan Party of this Fourth Amendment has been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries (other than, for the avoidance of doubt, payments in respect of the Amended Credit Agreement or any other Loan Document) or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; SECTION 3.3 No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Fourth Amendment, other than those that have already been obtained and are in full force and effect; SECTION 3.4 This Fourth Amendment has been duly executed and delivered by each...
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) on each date and 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 3.01.
REPRESENTATIONS AND WARRANTIES To induce. (a) the Incremental Term Facility Lenders to provide the Incremental Term Facility Loan Commitments and (b) the Administrative Agent to agree to this Agreement, the Credit Parties represent to each Incremental Term Facility Lender and the Administrative Agent that, as of the Effective Date and giving effect to all of the transactions occurring on the Effective Date: SECTION 4.1
REPRESENTATIONS AND WARRANTIES To induce the Lenders, the Issuers and the Administrative Agent to enter into this Agreement, each Loan Party represents and warrants each of the following to the Lenders, the Issuers and the Administrative Agent, on and as of the Effective Date and after giving effect to the making of the Loans and the other financial accommodations on the Effective Date and on and as of each date as required by Section 4.2(b)(i): SECTION 5.1
REPRESENTATIONS AND WARRANTIES To induce the other parties hereto to enter into this First Amendment, each of the Amendment Parties jointly and severally represents and warrants to the Administrative Agent and the Lenders party hereto that, as of the First Amendment Effective Date, both before and after giving effect to this First Amendment and the transactions contemplated hereby: (a) Each Amendment Party (i) has the power, authority and legal right (limited liability company power and authority, or otherwise, as applicable) to (A) execute and deliver this First Amendment and (B) perform and carry out the terms of this First Amendment and the transactions contemplated thereby, and (ii) has taken all necessary action to authorize the execution, delivery and performance of this First Amendment.
REPRESENTATIONS AND WARRANTIES To induce the Banks to enter into this Agreement and to make the Loans herein provided for, the Company hereby covenants, represents and warrants to the Banks that: 5.1.
REPRESENTATIONS AND WARRANTIES To induce the Bank to enter into this Agreement, to grant the Commitment and to make Loans hereunder, the Company represents and warrants to the Bank: Section 4.1
