Common use of REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT Clause in Contracts

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Amendment, and this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (d) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any partner of the Guarantor) is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgement by the Guarantor of this First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the each Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Each Borrower has full power and authority to execute and deliver this First Amendment, and this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the such Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (d) no authorization, approval, approval consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any partner of the Guarantor) Person, is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgement by the Guarantor Borrowers of this First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower The Company has full power and authority to execute and deliver this First Third Amendment, and this First Third Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (d) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including other than the Board of Directors of the Borrower or any partner of the GuarantorCompany) is required for the execution, delivery or performance by the Borrower Company of this First Amendment or the acknowledgement by the Guarantor of this First Third Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a1) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as if made on and as of such date; except as otherwise expressly provided in Section 4.2 of the Credit Agreement; (b2) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c3) the Borrower has full power and authority to execute and deliver this First Fifth Amendment, and this First Fifth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (d4) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any partner of the Guarantor) Borrower), is required that has not been obtained for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgement by the Guarantor of this First Fifth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower each Loan Party represents and warrants that, as of the date hereof and after giving effect to the amendments amendment contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) it has no claims or offsets against, or defenses or counterclaims to, its obligations under the Borrower Loan Documents; (d) each Loan Party has full power and authority to execute and deliver this First Amendment, and this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrowersuch Loan Party, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (de) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any partner of the Guarantor) Person, is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgement by the Guarantor such Loan Party of this First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 11 and the waiver contemplated by the foregoing Section 2: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Second Amendment, and this First Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (d) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any partner of the Guarantor) Borrower), is required that has not been obtained for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgement by the Guarantor of this First Second Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower each Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower each Company has full power and authority to execute and deliver this First Fifth Amendment, and this First Fifth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrowersuch Company, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (d) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including including, but not limited to, with respect to the Prudential Debt), other than the Board of Directors of the Borrower or any partner of the Guarantor) Companies is required for the execution, delivery or performance by the Borrower each Company of this First Amendment or the acknowledgement by the Guarantor of this First Fifth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 11 and the issuance of the Convertible Subordinated Notes: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower The Company has full power and authority to execute and deliver this First Second Amendment, and this First Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (d) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including other than the Board of Directors of the Borrower or any partner of the GuarantorCompany) is required for the execution, delivery or performance by the Borrower Company of this First Amendment or the acknowledgement by the Guarantor of this First Second Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments waiver contemplated by the foregoing Section 12: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Second Amendment, and this First Second Amendment has been duly executed and delivered by the Borrower, and this Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (d) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the consent of the Board of Directors of the Borrower or any partner of the GuarantorBorrower) is required for the execution, delivery or performance by the Borrower Company of this First Amendment or the acknowledgement by the Guarantor of this First Second Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower The Company has full power and authority to execute and deliver this First Amendment, and this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (d) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including other than the Board of Directors of the Borrower or any partner of the GuarantorCompany) is required for the execution, delivery or performance by the Borrower of this First Amendment or the acknowledgement by the Guarantor Company of this First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower each Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower each Company has full power and authority to execute and deliver this First Fourth Amendment, and this First Fourth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrowersuch Company, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (d) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including including, but not limited to, with respect to the Prudential Debt), other than the Board of Directors of the Borrower or any partner of the Guarantor) Companies is required for the execution, delivery or performance by the Borrower each Company of this First Amendment or the acknowledgement by the Guarantor of this First Fourth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1:1 and the waiver contemplated by the foregoing Section 2. (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute and deliver this First Second Amendment, and this First Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; and (d) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (including the Board of Directors of the Borrower or any partner of the Guarantor) Borrower), is required for the execution, delivery or performance by the Borrower of this First Second Amendment or the acknowledgement by the Guarantor acknowledgment of this First AmendmentSecond Amendment by any Subsidiary that executed a Subsidiary Guaranty.