Representations, Warranties and Covenants; No Event of Default. The representations and warranties contained in Section 6 hereof shall be true and correct at and as of the Closing (both immediately prior to and immediately after giving effect to the transactions contemplated by the Transaction Documents) as though then made, each Security Party shall have performed all of the covenants required to be performed by it hereunder and under the other documents, agreements and instruments executed in connection herewith that are to be complied with or performed by such Security Party on or prior to the Closing, and there shall not exist any Event of Default or Potential Event of Default.
Representations, Warranties and Covenants; No Event of Default. The representations and warranties contained in Section 6 of this Agreement shall be true, complete and correct at and as of the Closing Date (both immediately prior to and immediately after giving effect to the transactions contemplated by the Investment Documents) as though then made and each Issuer shall have performed all of the covenants required to be performed by it under the Investment Documents that are to be complied with or performed by such Issuer on or prior to the Closing Date (unless that same shall have been waived by Purchaser), and there shall not exist any Event of Default or Potential Event of Default.
Representations, Warranties and Covenants; No Event of Default. The representations and warranties contained in Section 6 hereof shall be true and correct at and as of the Initial Closing as though then made, each of Holdings and the Company shall have performed or caused to be performed all of the covenants required to be performed or caused to be performed by it hereunder and under the other Transaction Documents on or prior to the Initial Closing, and there shall not exist any Event of Default or Potential Event of Default.
Representations, Warranties and Covenants; No Event of Default. The representations and warranties contained in ARTICLE IV hereof shall be true and correct, in all material respects, at and as of the Closing (both immediately prior to and immediately after giving effect to the transactions contemplated by the Merger Documents and the Transaction Documents) as though then made; each of the Borrower, the Company and each of their respective Subsidiaries shall have performed all of the covenants required to be performed by them hereunder and under the other documents, agreements and instruments executed in connection herewith that are to be complied with or performed by the Company, the Borrower or any of their Subsidiaries on or prior to the Closing; and there shall not exist any Event of Default or Potential Event of Default.
Representations, Warranties and Covenants; No Event of Default. The representations and warranties contained in Section 5 shall be true, complete, and correct at and as of the Closing Date (both immediately prior to and immediately after giving effect to the transactions contemplated by the Investment Documents) as though then made and Issuer Parties and their Subsidiaries shall have performed all of the covenants required to be performed by them under the Investment Documents that are to be complied with or performed by Issuer Parties and their Subsidiaries on or prior to the Closing Date and there shall not exist any Event of Default or Potential Event of Default.
Representations, Warranties and Covenants; No Event of Default. The representations and warranties contained in Section 5 hereof shall be true and correct in all material respects on the date hereof and at and as of the Closing and the date of each advance (both immediately prior to and immediately after giving effect to the transactions contemplated by the Transaction Documents) as though then made; provided, however, that any representations and warranties that are qualified by materiality shall be true and correct in all respects, the Credit Parties and their Affiliates shall have performed in all material respects all of the covenants required to be performed by them hereunder and under the other documents, agreements and instruments executed in connection herewith that are to be complied with or performed by them on or prior to the Closing, and there shall not exist any Event of Default or Potential Event of Default.
Representations, Warranties and Covenants; No Event of Default a. The Credit Parties hereby represent and warrant to Purchaser as follows:
i. The representations and warranties contained in Section 5 of the Loan Agreement remain true and correct in all material respects on the date hereof.
ii. ASTV owns 100% of the ownership interest of RFLE, free and clear of all Liens, and no other Person has any rights to such ownership interest.
iii. Each of the Credit Parties has all necessary power and authority to enter into this Amendment, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.
iv. This Amendment has been duly executed and delivered by each of the Credit Parties, and (assuming due authorization, execution and delivery by Purchaser) this Amendment constitutes a legal, valid and binding obligation of each of the Credit Parties, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
v. Copies of the Credit Parties’ consolidated financial statements consisting of the balance sheet of the Company as at February 28, 2015 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the period then ended, all of which have been provided to Purchaser and fairly present in all material respects the financial condition and results of the operations of the Credit Parties as of February 28, 2015.
vi. Except as set forth in Schedule 11(a)(vi) attached hereto, since February 28, 2015 there has not been any material adverse change in the financial condition, operating results, assets, liabilities, operations or prospects of the Credit Parties taken as a whole.
vii. Once issued, all of the shares of Convertible Preferred Stock of ASTV to be issued to Purchaser in connection with the Recapitalization will be duly authorized, validly issued, fully paid and non-assessable.
viii. The execution, delivery and performance by the Credit Parties of this Amendment, and the consummation of the transactions contemplated hereby, do not and will not, except as set forth in Schedule 11(a)(vi) attached hereto, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agree...
Representations, Warranties and Covenants; No Event of Default. The representations and warranties contained in SECTION 4 hereof shall be true and correct at and as of the Closing Date (both immediately prior to and immediately after giving effect to the transactions contemplated by the Transaction Documents) as though then made, and each of the Transaction Parties shall have performed all of the covenants required to be performed by them hereunder and under the other documents, agreements and instruments executed in connection herewith that are to be complied with or performed by such Transaction Party on or prior to the Closing Date, and there shall not exist any Event of Default or Potential Event of Default.
Representations, Warranties and Covenants; No Event of Default. (a) All of the representations and warranties contained in Section 6 hereof (considered collectively) and each of these representations and warranties (considered individually) shall be true, complete and correct in all material respects at and as of the Closing (without giving effect to any “material” or “materiality” qualification and both immediately prior to and immediately after giving effect to the transactions contemplated by the Investment Documents) as though then made, except for representations and warranties which refer to facts existing on a specific date, which shall be true and correct as of such date, and except where the failure of any such representation or warranty to be so true and correct, whether individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and the Company shall have performed in all material respects all of the covenants required to be performed by it under the Investment Documents that are to be complied with or performed by the Company on or prior to the Closing (unless the same shall have been waived, in writing, by Company).
(b) Notwithstanding Section 3.1(a), each of the representations and warranties in Sections 7.1, and 7.2 shall be true, complete and correct in all respects at and as of the Closing (both immediately prior to and immediately after giving effect to the transactions contemplated by the Investment Documents) as though then made.
Representations, Warranties and Covenants; No Event of Default. All of the representations and warranties contained in Section 7 hereof (considered collectively) and each of these representations and warranties (considered individually) shall be true, complete and correct in all material respects at and as of the Closing (without giving effect to any “material” or “materiality” qualification) (both immediately prior to and immediately after giving effect to the transactions contemplated by the Investment Documents) as though then made, except for representations and warranties which refer to facts existing on a specific date, which shall be true and correct as of such date, and the Purchaser shall have performed in all material respects all of the covenants required to be performed by it under the Investment Documents that are to be complied with or performed by the Purchaser on or prior to the Closing (unless the same shall have been waived, in writing, by Company, and there shall not exist any Event of Default or Potential Event of Default.
