REPRESENTATIONS AND WARRANTIES To induce the. Administrative Agent and the Lenders to enter into this Agreement and to make the Loans, the Borrower hereby represents and warrants to the Administrative Agent and each Lender that:
REPRESENTATIONS AND WARRANTIES To induce the. Secured Parties to enter into this Agreement and to make Loans and to issue Letters of Credit hereunder, each Loan Party represents and warrants to the Administrative Agent and the Lenders, subject to the limitation set forth in Section 5.02(a), that: 6.01
REPRESENTATIONS AND WARRANTIES To induce the. Credit Parties to enter into this Agreement and to make Loans and to issue Letters of Credit hereunder, each Loan Party represents and warrants to the Agent and the other Credit Parties that: Section
REPRESENTATIONS AND WARRANTIES To induce the. Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Secured Parties to make their respective Extensions of Credit to, and/or to enter into Secured Cash 9 60010211_5 Management Agreements and/or Secured Hedge Agreements with, as applicable, to the Borrower or any other Credit Party (as the case may be), each Grantor hereby represents and warrants to the Administrative Agent and each other Secured Party that: SECTION
REPRESENTATIONS AND WARRANTIES To induce the. Administrative Agent and the Purchasers to enter into this Amending Agreement, the Guarantor and each of the Sellers (including Celestica Malaysia) hereby jointly and severally make the following representations and warranties as of the date of this Amending Agreement and as of the Effective Date (as defined below) (provided that each of Celestica Czech Republic, Celestica Valencia and Celestica Romania shall only be responsible hereunder for its own representations and warranties):
(a) no Termination Event or Incipient Termination Event has occurred and is continuing.
(b) the audited consolidated balance sheets of Celestica Canada and its consolidated Subsidiaries as at December 31, 2011, and the related statements of income and of cash flows of Celestica Canada for the fiscal year ended on such dates, present fairly in all material respects the consolidated financial condition of Celestica Canada and its consolidated Subsidiaries as at such date, and Celestica Canada’s consolidated results of operations and cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP, applied consistently throughout the periods involved (except as approved by Celestica Canada’s accountants and disclosed therein).
(c) since the date of the most recent financial statements made available to the Administrative Agent and 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. Lender to enter into this Amended and Restated Agreement, and in consideration thereof, the Borrower represents, warrants and covenants as follows:
REPRESENTATIONS AND WARRANTIES To induce the. Secured Parties to enter into this Agreement and to induce the Issuing Banks to issue Letters of Credit, the Borrower represents and warrants to each Secured Party that: Section
REPRESENTATIONS AND WARRANTIES To induce the. Administrative Agent and the Required Lenders party hereto to consent to amend the Credit Agreement in the manner provided herein, each Loan Party hereby represents and warrants to the Administrative Agent, the Collateral Agent, and each Required Lender that, as of the Fifth Amendment Effective Date:
REPRESENTATIONS AND WARRANTIES To induce the. Administrative Agent and 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 Valencia shall only be responsible hereunder for its own representations and warranties):
(a) The Guarantor and each of the Sellers hereby represents and warrants as of the date of this Amending Agreement that no Termination Event or Incipient Termination Event has occurred and is continuing.
(b) The Guarantor and each of the Sellers hereby represents and warrants as of the date of this Amending Agreement and as of the Effective Date (as defined below) that the audited consolidated balance sheets of Celestica Canada and its consolidated Subsidiaries as at December 31, 2013, and the related statements of income and of cash flows of Celestica Canada for the fiscal year ended on such dates, present fairly in all material respects the consolidated financial condition of Celestica Canada and its consolidated Subsidiaries as at such date, and Celestica Canada’s consolidated results of operations and cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP, applied consistently throughout the periods involved (except as approved by Celestica Canada’s accountants and disclosed therein).
(c) The Guarantor and each of the Sellers hereby represents and warrants 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 Administrative Agent and 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. Lender to enter into the Credit Agreement and to induce the Lender to make extensions of credit to the Borrower under the Credit Agreement, the Grantor hereby represents and warrants to the Lender that: 4.1
