Common use of Representations, Warranties and Covenants of the Issuer Clause in Contracts

Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents, warrants and covenants for itself (unless otherwise provided): (i) It is duly organized and validly existing under the laws of the jurisdiction of its organization and in good standing and duly qualified to do business in each jurisdiction where the failure to do so would have a material adverse effect upon its financial condition and business; (ii) It has power, and is duly authorized, to execute and deliver this Amendment, and it is authorized to perform its obligations under this Amendment; (iii) The execution, delivery and performance of this Amendment does not and will not require any consent or approval of any Governmental Authority, manager or any other Person which is not being obtained herein; (iv) This Amendment, when duly executed and delivered by the parties hereto, shall be legal, valid and binding obligation of Issuer, enforceable against Issuer in accordance with the terms set forth herein; (v) No Early Amortization Event, Event of Default or Manager Default or event which, with notice or lapse of time or both, would constitute an Early Amortization Event, Event of Default or Manager Default has occurred and is continuing, and no Early Amortization Event, Event of Default or Manager Default shall occur as a result of the execution, delivery and performance of this Amendment; and (vi) Each of the conditions precedent necessary to amend the Agreement as set forth herein have been, or contemporaneously with the execution of this Amendment will be, satisfied.

Representations, Warranties and Covenants of the Issuer. 5.1 The Issuer hereby represents, represents and warrants to the Subscriber that the following are true as of the Closing (and covenants for itself (unless otherwise providedacknowledges that the Subscriber is relying upon those representations and warranties in connection with the execution and delivery of this Agreement and the completion of the transactions contemplated herein): (a) The Issuer is a corporation duly organized, validly existing and in good standing under the Business Corporations Act (British Columbia) and has all the necessary corporate power, authority and capacity required: (i) It to carry on its business as presently conducted and as presently proposed to be conducted; and (ii) to enter into this Agreement, and to perform its obligations hereunder. The Issuer is duly organized qualified to transact business and validly existing is in good standing under the laws of the jurisdiction of its organization and in good standing and duly qualified to do business in each jurisdiction where in which the failure to do so qualify would have a material adverse effect upon on the business, affairs, operations, assets (including intellectual property and other intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise), property or capital of the Issuer, whether or not arising in the ordinary course of business and whether or not attributable to any change in conditions relating to economic, financial, currency, exchange, market or otherwise (a "Material Adverse Effect"). (b) The execution, delivery and performance by the Issuer of this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer. This Agreement constitutes valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with its financial condition terms except as limited by (i) bankruptcy, insolvency, liquidation, reorganization, reconstruction and business; other similar laws generally affecting the enforceability of creditors' rights; and (ii) It has powerthe effect of rules of law governing the availability of equitable remedies, and is duly authorizedwill not violate or conflict with the terms of any restriction, to execute and deliver this Amendment, and it is authorized to perform its obligations under this Amendment;agreement or undertaking of the Issuer. (iiic) The execution, delivery and performance of this Amendment does Agreement by the Issuer and the completion of the transactions contemplated in this Agreement do not and will not require any consent result in or approval of any Governmental Authorityconstitute a default, manager breach or any other Person which is not being obtained herein; (iv) This Amendment, when duly executed and delivered by the parties hereto, shall be legal, valid and binding obligation of Issuer, enforceable against Issuer in accordance with the terms set forth herein; (v) No Early Amortization Event, Event of Default violation or Manager Default or an event whichthat, with notice or lapse of time or both, would constitute an Early Amortization Eventbe a default, Event of Default breach or Manager Default has occurred and is continuing, and no Early Amortization Event, Event of Default or Manager Default shall occur as a result violation of: (i) any of the terms, conditions or provisions of the articles of the Issuer or any resolution of the shareholders or directors of the Issuer; (ii) any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party; (iii) any judgement, order, writ or decree of any court or governmental entity; or (iv) any applicable law. The execution, delivery and performance of the Agreement by the Issuer and the completion of the transactions contemplated in this Amendment; andAgreement will not result in the creation of any lien, charge or encumbrance upon any assets of the Issuer or the suspension, revocation, forfeiture or nonrenewal of any material permit or license applicable to the Issuer. (vid) Each no "bad actor" disqualifying event described in Rule 506(d)(1)(i)-(viii) of the conditions precedent necessary 1933 Act (a "Disqualification Event") is applicable to amend the Agreement Issuer, except for a Disqualification Event as set forth herein have beento which Rule 506(d)(2)(ii-iv) or (d)(3), or contemporaneously with the execution of this Amendment will be, satisfiedis applicable.

Representations, Warranties and Covenants of the Issuer. 5.1 The Issuer hereby represents, represents and warrants to the Subscriber that the following are true as of the Closing (and covenants for itself (unless otherwise providedacknowledges that the Subscriber is relying upon those representations and warranties in connection with the execution and delivery of this Agreement and the completion of the transactions contemplated herein): (ia) It The Issuer is a corporation duly organized and organized, validly existing and in good standing under the laws of Canada and has all the jurisdiction of necessary corporate power, authority and capacity required: (i) to carry on its organization business as presently conducted and as presently proposed to be conducted; and (ii) to enter into this Agreement, and to perform its obligations hereunder. The Issuer is duly qualified to transact business and is in good standing and duly qualified to do business in under the laws of each jurisdiction where in which the failure to do so qualify would have a material adverse effect upon on the business, affairs, operations, assets (including intellectual property and other intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise), property or capital of the Issuer, whether or not arising in the ordinary course of business and whether or not attributable to any change in conditions relating to economic, financial, currency, exchange, market or otherwise (a “Material Adverse Effect”). (b) The execution, delivery and performance by the Issuer of this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer. This Agreement constitutes valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with its financial condition terms except as limited by (i) bankruptcy, insolvency, liquidation, reorganization, reconstruction and business; other similar laws generally affecting the enforceability of creditors’ rights; and (ii) It has powerthe effect of rules of law governing the availability of equitable remedies, and is duly authorizedwill not violate or conflict with the terms of any restriction, to execute and deliver this Amendment, and it is authorized to perform its obligations under this Amendment;agreement or undertaking of the Issuer. (iiic) The execution, delivery and performance of this Amendment does Agreement by the Issuer and the completion of the transactions contemplated in this Agreement do not and will not require any consent result in or approval of any Governmental Authorityconstitute a default, manager breach or any other Person which is not being obtained herein; (iv) This Amendment, when duly executed and delivered by the parties hereto, shall be legal, valid and binding obligation of Issuer, enforceable against Issuer in accordance with the terms set forth herein; (v) No Early Amortization Event, Event of Default violation or Manager Default or an event whichthat, with notice or lapse of time or both, would constitute an Early Amortization Eventbe a default, Event of Default breach or Manager Default has occurred and is continuing, and no Early Amortization Event, Event of Default or Manager Default shall occur as a result violation of: (i) any of the terms, conditions or provisions of the articles of the Issuer or any resolution of the shareholders or directors of the Issuer; (ii) any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party; (iii) any judgement, order, writ or decree of any court or governmental entity; or (iv) any applicable law. The execution, delivery and performance of the Agreement by the Issuer and the completion of the transactions contemplated in this Amendment; andAgreement will not result in the creation of any lien, charge or encumbrance upon any assets of the Issuer or the suspension, revocation, forfeiture or nonrenewal of any material permit or license applicable to the Issuer. (vid) Each no “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the conditions precedent necessary 1933 Act (a “Disqualification Event”) is applicable to amend the Agreement Issuer, except for a Disqualification Event as set forth herein have beento which Rule 506(d)(2)(ii–iv) or (d)(3), or contemporaneously with the execution of this Amendment will be, satisfiedis applicable.

Representations, Warranties and Covenants of the Issuer. The In addition to the representations, warranties and covenants in the Indenture, the Issuer hereby represents, warrants and covenants covenants, to the Indenture Trustee for itself (unless otherwise provided):the benefit of the Secured Parties related to the Series 2014-1 Notes, from, and including, the Series 2014-1 Issuance Date, continuously thereafter to, and until, and including, the Sale Termination Date, the following: (ia) It it has been duly incorporated, is duly organized and validly existing under the laws of the jurisdiction of its organization and in good standing and duly qualified to do business in each jurisdiction where the failure to do so would have a material adverse effect upon its financial condition has full power and business; (ii) It has powerauthority, and is duly authorizedall governmental licenses, authorizations, consents and approvals, to execute and deliver this AmendmentIndenture Supplement, the Series 2014-1 Notes and each other Transaction Document to which it is authorized a party and the related Note Purchase Agreement and to perform its obligations under this Amendmenthereunder and thereunder, in each case except where any failure will not, alone or in the aggregate, have a Material Adverse Effect; (iiib) The execution, its execution and delivery and performance of this Amendment does not Indenture Supplement, the Series 2014-1 Notes and will not each other Transaction Document to which it is a party, and the related Note Purchase Agreement, and its performance hereunder and thereunder (i) have been duly authorized by all necessary corporate action (including any necessary shareholder action), (ii) require any consent no action by or approval of in respect of, or filing with, any Governmental Authority, manager except such as have been taken or made on or before the Issuance Date, (iii) will not contravene any other Person which is Applicable Law except to the extent that the failure to comply therewith will not being obtained hereinhave a Material Adverse Effect, (iv) will not contravene or constitute a default under any judgment, injunction, order or decree binding upon it or its properties except to the extent that any such contravention or default will not have a Material Adverse Effect and (v) except pursuant to the Transaction Documents, will not result in the creation or imposition of any Lien on any of its properties or revenues; (ivc) This Amendmenteach of this Indenture Supplement, when the Series 2014-1 Notes and each other Transaction Document to which it is a party and the related Note Purchase Agreement has been duly executed and delivered by it and (with respect to any Series 2014-1 Note, upon its authentication by the parties hereto, shall be Indenture Trustee) constitutes its legal, valid and binding obligation of Issuer, enforceable against Issuer it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the terms set forth hereinenforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (vd) No Early Amortization Eventwhile any of the Series 2014-1 Notes remain outstanding, Event the Issuer will use best efforts to maintain an international rating of Default the Series 2014-1 Notes with at least two international rating agencies; (e) to the extent that United States law or Manager Default or event whichNew York law applies, with notice or lapse the Transaction Documents create a valid and continuing security interest (as defined in the applicable UCC) in the Collateral (other than the Brazilian Transaction Accounts) in favor of time or boththe Indenture Trustee, would constitute an Early Amortization Eventwhich security interest is prior to all other Liens, Event of Default or Manager Default has occurred and is continuingenforceable as such against creditors of and purchasers from the Issuer; (f) to the extent that United States law or New York law applies, and no Early Amortization Event, Event of Default or Manager Default shall occur as a result the Collateral (other than the Brazilian Transaction Accounts) constitutes "general intangibles" within the meaning of the executionapplicable UCC; (g) to the extent that United States law or New York law applies, delivery the Issuer owns and performance has good and marketable title to the Collateral free and clear of this Amendmentany Lien, claim, or encumbrance of any Person, other than Liens created under the Transaction Documents; (h) to the extent that United States law or New York law applies, the Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral (other than the Brazilian Transaction Accounts) granted to the Indenture Trustee under the Indenture; (i) to the extent that United States law or New York law applies, other than the security interest granted to the Trustee pursuant to the Transaction Documents, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral (other than the Brazilian Transaction Accounts); (j) The Issuer has not authorized the filing of and is not aware of any financing statement against the Issuer that include a description of a collateral covering the Collateral (other than the Brazilian Transaction Accounts) other than any financing statement relating to the security interest granted to the Indenture Trustee under the Indenture or that has been terminated; and (vik) Each the Issuer is not aware of any judgment or tax lien filings against the conditions precedent necessary to amend Issuer. These representations and warranties shall survive the Agreement as set forth herein have beenClosing Date and may not be waived by the Indenture Trustee, or contemporaneously with without satisfying the execution requirements of this Amendment will be, satisfiedSection 5.4 and providing the Rating Agencies at least five Business Days prior written notice of such proposed waiver.

Representations, Warranties and Covenants of the Issuer. 5.1 The Issuer hereby represents, represents and warrants to the Subscriber that the following are true as of the Closing (and covenants for itself (unless otherwise providedacknowledges that the Subscriber is relying upon those representations and warranties in connection with the execution and delivery of this Agreement and the completion of the transactions contemplated herein): (a) The Issuer is a corporation duly organized, validly existing and in good standing under the Business Corporations Act (Ontario) and has all the necessary corporate power, authority and capacity required: (i) It to carry on its business as presently conducted and as presently proposed to be conducted; and (ii) to enter into this Agreement, and to perform its obligations hereunder. The Issuer is duly organized qualified to transact business and validly existing is in good standing under the laws of the jurisdiction of its organization and in good standing and duly qualified to do business in each jurisdiction where in which the failure to do so qualify would have a material adverse effect upon on the business, affairs, operations, assets (including intellectual property and other intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise), property or capital of the Issuer, whether or not arising in the ordinary course of business and whether or not attributable to any change in conditions relating to economic, financial, currency, exchange, market or otherwise (a “Material Adverse Effect”). (b) The execution, delivery and performance by the Issuer of this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer. This Agreement constitutes a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its financial condition terms except as limited by (i) bankruptcy, insolvency, liquidation, reorganization, reconstruction and business; other similar laws generally affecting the enforceability of creditors’ rights; and (ii) It has powerthe effect of rules of law governing the availability of equitable remedies, and is duly authorizedwill not violate or conflict with the terms of any restriction, to execute and deliver this Amendment, and it is authorized to perform its obligations under this Amendment;agreement or undertaking of the Issuer. (iiic) The execution, delivery and performance of this Amendment does Agreement by the Issuer and the completion of the transactions contemplated in this Agreement do not and will not require any consent result in or approval of any Governmental Authorityconstitute a default, manager breach or any other Person which is not being obtained herein; (iv) This Amendment, when duly executed and delivered by the parties hereto, shall be legal, valid and binding obligation of Issuer, enforceable against Issuer in accordance with the terms set forth herein; (v) No Early Amortization Event, Event of Default violation or Manager Default or an event whichthat, with notice or lapse of time or both, would constitute an Early Amortization Eventbe a default, Event of Default breach or Manager Default has occurred and is continuing, and no Early Amortization Event, Event of Default or Manager Default shall occur as a result violation of: (i) any of the terms, conditions or provisions of the articles of the Issuer or any resolution of the shareholders or directors of the Issuer; (ii) any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party; (iii) any judgement, order, writ or decree of any court or governmental entity; or (iv) any applicable law. The execution, delivery and performance of this Amendment; and (vi) Each the Agreement by the Issuer and the completion of the conditions precedent necessary transactions contemplated in this Agreement will not result in the creation of any lien, charge or encumbrance upon any assets of the Issuer or the suspension, revocation, forfeiture or nonrenewal of any material permit or license applicable to amend the Agreement as set forth herein have been, or contemporaneously with the execution of this Amendment will be, satisfiedIssuer.

Representations, Warranties and Covenants of the Issuer. 5.1 The Issuer hereby represents, represents and warrants to the Subscriber that the following are true as of the Closing (and covenants for itself (unless otherwise providedacknowledges that the Subscriber is relying upon those representations and warranties in connection with the execution and delivery of this Agreement and the completion of the transactions contemplated herein): (ia) It The Issuer is a corporation duly organized and organized, validly existing and in good standing under the laws of Canada and has all the jurisdiction of necessary corporate power, authority and capacity required: (i) to carry on its organization business as presently conducted and as presently proposed to be conducted; and (ii) to enter into this Agreement, and to perform its obligations hereunder. The Issuer is duly qualified to transact business and is in good standing and duly qualified to do business in under the laws of each jurisdiction where in which the failure to do so qualify would have a material adverse effect upon on the business, affairs, operations, assets (including intellectual property and other intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise), property or capital of the Issuer, whether or not arising in the ordinary course of business and whether or not attributable to any change in conditions relating to economic, financial, currency, exchange, market or otherwise (a “Material Adverse Effect”). (b) The execution, delivery and performance by the Issuer of this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer. This Agreement constitutes valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with its financial condition terms except as limited by (i) bankruptcy, insolvency, liquidation, reorganization, reconstruction and business; other similar laws generally affecting the enforceability of creditors’ rights; and (ii) It has powerthe effect of rules of law governing the availability of equitable remedies, and is duly authorizedwill not violate or conflict with the terms of any restriction, to execute and deliver this Amendment, and it is authorized to perform its obligations under this Amendment;agreement or undertaking of the Issuer. (iiic) The execution, delivery and performance of this Amendment does Agreement by the Issuer and the completion of the transactions contemplated in this Agreement do not and will not require any consent result in or approval of any Governmental Authorityconstitute a default, manager breach or any other Person which is not being obtained herein; (iv) This Amendment, when duly executed and delivered by the parties hereto, shall be legal, valid and binding obligation of Issuer, enforceable against Issuer in accordance with the terms set forth herein; (v) No Early Amortization Event, Event of Default violation or Manager Default or an event whichthat, with notice or lapse of time or both, would constitute an Early Amortization Eventbe a default, Event of Default breach or Manager Default has occurred and is continuing, and no Early Amortization Event, Event of Default or Manager Default shall occur as a result violation of: (i) any of the terms, conditions or provisions of the articles of the Issuer or any resolution of the shareholders or directors of the Issuer; (ii) any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party; (iii) any judgement, order, writ or decree of any court or governmental entity; or (iv) any applicable law. The execution, delivery and performance of the Agreement by the Issuer and the completion of the transactions contemplated in this Amendment; andAgreement will not result in the creation of any lien, charge or encumbrance upon any assets of the Issuer or the suspension, revocation, forfeiture or nonrenewal of any material permit or license applicable to the Issuer. (vid) Each No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the conditions precedent necessary 1933 Act (a “Disqualification Event”) is applicable to amend the Agreement Issuer, except for a Disqualification Event as set forth herein have beento which Rule 506(d)(2)(ii–iv) or (d)(3), or contemporaneously with the execution of this Amendment will be, satisfiedis applicable.

Representations, Warranties and Covenants of the Issuer. The representations and warranties of the Issuer (as used in this Section 2A, “Issuer” refers to Hydrofarm Holdings Group, Inc. and its subsidiaries) contained in this Section 2A are true and correct as of the date of this Agreement. (a) The Memorandum has been prepared in conformity with all applicable laws, and is in compliance in all material respects with Regulation D and Section 4(a)(2) of Act and the requirements of all other Regulations of the SEC relating to offerings of the type contemplated by the Offering. The Units will be offered and sold pursuant to the registration exemptions provided by Regulation D and Section 4(a)(2) of the Act as a transaction not involving a public offering and the requirements of any other applicable state securities laws and the respective Regulations thereunder in those United States jurisdictions in which the Placement Agent notifies the Issuer that the Units are being offered for sale. To the extent that Units are offered in jurisdictions outside of the United States, such Units will be offered and sold in compliance, in all material respects, with all applicable laws that govern private securities offerings in the applicable country and in all local jurisdictions in which such Units are offered. None of the Issuer, its affiliates, or any person acting on its or their behalf (other than the Placement Agent, its affiliates or any person acting on its behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. None of the Issuer, its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failing to comply with Section 503 of Regulation D. (b) The Issuer hereby represents, warrants and covenants for itself (unless otherwise provided): (i) It is duly organized incorporated and validly existing in good standing under the laws of the jurisdiction of in which it was formed, and has the requisite power and authority to own its organization properties and to carry on its business as described in the Memorandum. The Issuer is not a participant in any joint venture, partnership or similar arrangement and, except for Merger Sub, does not directly or indirectly own any subsidiaries or otherwise own or hold capital stock or an equity or similar interest in any entity. The Issuer is duly qualified as a foreign entity to do business and is in good standing and duly qualified in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to do business in each jurisdiction where the extent that the failure to do be so qualified or be in good standing would not have a an Issuer Material Adverse Effect. As used in this Agreement, “Issuer Material Adverse Effect” means any material adverse effect upon its on the business, properties, assets, operations, results of operations or condition (financial condition or otherwise) of the Issuer, taken as a whole, or on the transactions contemplated hereby and business; the other Issuer Transaction Documents (iias defined below) It has poweror by the agreements and instruments to be entered into in connection herewith or therewith, and is duly authorized, to execute and deliver this Amendment, and it is authorized or on the authority or ability of the Issuer to perform its obligations under this Amendment; the Issuer Transaction Documents (iii) The execution, delivery and performance of this Amendment does not and will not require any consent or approval of any Governmental Authority, manager or any other Person which is not being obtained herein; (iv) This Amendment, when duly executed and delivered by the parties hereto, shall be legal, valid and binding obligation of Issuer, enforceable against Issuer in accordance with the terms set forth herein; (v) No Early Amortization Event, Event of Default or Manager Default or event which, with notice or lapse of time or both, would constitute an Early Amortization Event, Event of Default or Manager Default has occurred and is continuing, and no Early Amortization Event, Event of Default or Manager Default shall occur as a result of the execution, delivery and performance of this Amendment; and (vi) Each of the conditions precedent necessary to amend the Agreement as set forth herein have been, or contemporaneously with the execution of this Amendment will be, satisfieddefined below).