Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that:
Representations, Warranties and Covenants of Borrowers. To induce Bank to enter into this Amendment, Borrowers represent and warrant as follows:
Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants that as of the Effective Date (a) no event has occurred and is continuing which constitutes a Default or an Event of Default, (b) the representations and warranties of such Borrower contained in the Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (c) the execution and delivery by such Borrower of this Agreement and the performance by such Borrower of the Loan Agreement, as amended by this Agreement, are within such Borrower’s corporate powers and have been duly authorized by all necessary action, (d) this Agreement and the Loan Agreement, as amended by this Agreement, are legal, valid, and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), and (e) the execution and delivery by such Borrower of this Agreement and the performance by such Borrower of the Loan Agreement, as amended by this Agreement, do not require the consent of any Person (other than that which has been obtained) and do not contravene the terms of such Borrower’s Organic Documents, any Restrictive Agreement or any other indenture, agreement, or undertaking to which such Borrower is a party or by which such Borrower or any of its property is bound.
Representations, Warranties and Covenants of Borrowers. To induce Agent and Lenders to enter into this Amendment, each Borrower hereby represents, warrants and covenants to Agents and Lenders that,
Representations, Warranties and Covenants of Borrowers. To induce Agents and Lenders to enter into this Amendment:
Representations, Warranties and Covenants of Borrowers. Borrower and each Guarantor, hereby represents, warrants and covenants to Agent and each Lender as follows:
Representations, Warranties and Covenants of Borrowers. A. Each Borrower represents, warrants and covenants that it has good and marketable title to the Collateral free and clear of all liens, claims, mortgages, security interests, pledges, charges or encumbrances whatsoever, except as have been granted to Bank.
Representations, Warranties and Covenants of Borrowers. Reference is made to the Existing Credit Agreement and the representations and warranties of Borrowers contained in Article IX of the Existing Credit Agreement (hereinafter referred to as the "Incorporated Representations and Warranties") and the covenants contained in Articles VI, VII and VIII of the Existing Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The Incorporated Representations and Warranties and the Incorporated Covenants are hereby incorporated by reference into this Agreement to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lender, without giving effect to any waiver, amendment, modification or replacement of the Existing Credit Agreement or any term or provision thereof occurring subsequent to the date of this Agreement, except to the extent otherwise specifically provided in Section 7 hereof; provided, however, that (a) the reference to "this Agreement" and the Credit Documents in Articles VI and VII and in the definition of Material Adverse Effect in the Existing Credit Agreement shall be deemed to be references to this Agreement and the Loan Documents, respectively, and (b) the references to Default and Event of Default shall be modified as provided in Section 5 hereof.
Representations, Warranties and Covenants of Borrowers. Each Borrower represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:
Representations, Warranties and Covenants of Borrowers. To induce Agent and Lenders to enter into this Agreement: Each Borrower and Guarantor hereby represents, warrants and covenants to Agent and Lenders that, as of the date hereof, and after giving effect to the terms hereof, except for the Existing Defaults, there exists no Default or Event of Default under this Agreement, the Loan Agreement or any of the other Loan Documents, each representation and warranty made or deemed to be made in this Agreement is true and correct on and as of the date of this Agreement (except to the extent that any such representation or warranty relates to a prior specific date or period), each Borrower and Guarantor has the power and is duly authorized to enter into, deliver and perform this Agreement, and this Agreement and each of the Loan Documents is the legal, valid and binding obligation of each Borrower enforceable against it in accordance with its terms. Each Borrower and Guarantor acknowledges and agrees that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of any Borrower or Guarantor against Agent or any Lender exists arising out of or with respect to, (i) the forbearance hereunder or any of the Secured Obligations, (ii) this Agreement, the Loan Agreement or any of the other Loan Documents, (iii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (iv) the administration or funding of any of the Loans, the Secured Obligations or any Letter of Credit, and each Borrower and Guarantor does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims, causes of action or objections, if any, against Agent or any Lender.
