Common use of Representations Warranties and Other Covenants Clause in Contracts

Representations Warranties and Other Covenants. In order to induce the Syndication Agent and the Lenders to enter into this Agreement and amend the Credit Agreement as provided herein, each Obligor hereby represents and warrants to the Syndication Agent and the Lenders that: (a) All of the representations and warranties of the Obligors set forth in the Credit Agreement are true, complete and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof and as if set forth at length herein. (b) No Default or Event of Default presently exists and is continuing on and as of the date hereof. (c) Since the date of the Obligors’ most recent financial statements delivered to the Syndication Agent, no Material Adverse Effect has occurred, and no event has occurred or failed to occur which has had or is likely to have a Material Adverse Effect. (d) Each Obligor has full power and authority to execute, deliver and perform any action or step which may be necessary to carry out the terms of this Agreement and all other agreements, documents and instruments, if any, executed and delivered by the Obligors to the Syndication Agent and the Lenders concurrently herewith or in connection herewith (collectively, the “Amendment Documents”); each Amendment Document to which any of the Obligors is a party has been duly executed and delivered by such Obligors and is the legal, valid and binding obligation of such Obligor enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency, general equity principles or other similar laws affecting the enforcement of creditors’ rights generally. (e) The execution, delivery and performance of the Amendment Documents will not (i) violate any provision of any existing law, statute, rule, regulation or ordinance binding upon the Obligors, (ii) conflict with, result in a breach of, or constitute a default under (A) the certificate of incorporation or by-laws or other equivalent formation documents of any Obligor, (B) any order, judgment, award or decree of any court, governmental authority, bureau or agency, or (C) any mortgage, indenture, material lease, contract or other material agreement or undertaking to which any Obligor is a party or by which any Obligor or its properties or assets may be bound, or (iii) result in the creation or imposition of any lien or other encumbrance upon or with respect to any property or asset now owned or hereafter acquired by any Obligor, other than liens in favor of the Syndication Agent for the ratable benefit of the Lenders. (f) No consent, license, permit, approval or authorization of, exemption by, notice to, report to, or registration, filing or declaration with any Person is required in connection with the execution, delivery, performance by the Obligors of the Amendment Documents or the transactions contemplated thereby.

Representations Warranties and Other Covenants. In order to induce the Syndication Agent and the Lenders to enter into this Agreement and amend the Credit Agreement as provided herein, each Obligor hereby represents and warrants to the Syndication Agent and the Lenders that: (a) All of the representations and warranties of the Obligors set forth in the Credit Agreement are true, complete and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof and as if set forth at length herein. (b) No Default or Event of Default presently exists and is continuing on and as of the date hereof. (c) Since the date of the Obligors’ ' most recent financial statements delivered to the Syndication Agent, no Material Adverse Effect has occurred, and no event has occurred or failed to occur which has had or is likely to have a Material Adverse Effect. (d) Each Obligor has full power and authority to execute, deliver and perform any action or step which may be necessary to carry out the terms of this Agreement and all other agreements, documents and instruments, if any, executed and delivered by the Obligors to the Syndication Agent and the Lenders concurrently herewith or in connection herewith (collectively, the “"Amendment Documents”"); each Amendment Document to which any of the Obligors is a party has been duly executed and delivered by such Obligors and is the legal, valid and binding obligation of such Obligor enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency, general equity principles or other similar laws affecting the enforcement of creditors’ ' rights generally. (e) The execution, delivery and performance of the Amendment Documents will not (i) violate any provision of any existing law, statute, rule, regulation or ordinance binding upon the Obligors, (ii) conflict with, result in a breach of, or constitute a default under (A) the certificate of incorporation or by-laws or other equivalent formation documents of any Obligor, (B) any order, judgment, award or decree of any court, governmental authority, bureau or agency, or (C) any mortgage, indenture, material lease, contract or other material agreement or undertaking to which any Obligor is a party or by which any Obligor or its properties or assets may be bound, or (iii) result in the creation or imposition of any lien or other encumbrance upon or with respect to any property or asset now owned or hereafter acquired by any Obligor, other than liens in favor of the Syndication Agent for the ratable benefit of the Lenders. (f) No consent, license, permit, approval or authorization of, exemption by, notice to, report to, or registration, filing or declaration with any Person is required in connection with the execution, delivery, performance by the Obligors of the Amendment Documents or the transactions contemplated thereby.

Representations Warranties and Other Covenants. In order to induce ----------------------------------------------- the Syndication Agent and the Lenders to enter into this Agreement and amend the Credit Agreement as provided herein, each Obligor hereby represents and warrants to the Syndication Agent and the Lenders that: (a) All of the representations and warranties of the Obligors set forth in the Credit Agreement are true, complete and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof and as if set forth at length herein. (b) No After giving effect to this Agreement, no Default or Event of Default presently exists and is continuing on and as of the date hereof. (c) Since the date of the Obligors’ ' most recent financial statements delivered to the Syndication Agent, no Material Adverse Effect has occurred, and no event has occurred or failed to occur which has had or is likely to have a Material Adverse Effect. (d) Each Obligor has full power and authority to execute, deliver and perform any action or step which may be necessary to carry out the terms of this Agreement and all other agreements, documents and instruments, if any, executed and delivered by the Obligors to the Syndication Agent and the Lenders concurrently herewith or in connection herewith (collectively, the “"Amendment Documents”"); each Amendment Document to which any of the Obligors is ------------------- a party has been duly executed and delivered by such Obligors and is the legal, valid and binding obligation of such Obligor enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency, general equity principles or other similar laws affecting the enforcement of creditors’ ' rights generally. (e) The execution, delivery and performance of the Amendment Documents will not (i) violate any provision of any existing law, statute, rule, regulation or ordinance binding upon the Obligors, (ii) conflict with, result in a breach of, or constitute a default under (A) the certificate of incorporation or by-laws or other equivalent formation documents of any Obligor, (B) any order, judgment, award or decree of any court, governmental authority, bureau or agency, or (C) any mortgage, indenture, material lease, contract or other material agreement or undertaking to which any Obligor is a party or by which any Obligor or its properties or assets may be bound, or (iii) result in the creation or imposition of any lien or other encumbrance upon or with respect to any property or asset now owned or hereafter acquired by any Obligor, other than liens in favor of the Syndication Agent for the ratable benefit of the Lenders. (f) No consent, license, permit, approval or authorization of, exemption by, notice to, report to, or registration, filing or declaration with any Person is required in connection with the execution, delivery, performance by the Obligors of the Amendment Documents or the transactions contemplated thereby.

Representations Warranties and Other Covenants. In order to induce the Syndication Agent 8.1 PXP Representations and the Lenders to enter into this Agreement and amend the Credit Agreement as provided herein, each Obligor hereby Warranties. PXP represents and warrants to CoP that as of the Syndication Agent and the Lenders thatdate of execution of this Agreement: (a) All PXP is a corporation duly organized, validly existing and in good standing under the laws of the representations and warranties State of the Obligors set forth in the Credit Agreement are true, complete and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof and as if set forth at length herein.Delaware; (b) No Default or Event of Default presently exists PXP has all requisite power and is continuing on authority to enter into and as of the date hereof.perform this Agreement; (c) Since the date execution, delivery and performance of this Agreement and the Obligors’ most recent financial statements delivered to the Syndication Agent, no Material Adverse Effect has occurred, and no event has occurred or failed to occur which has had or is likely to transactions contemplated hereby have a Material Adverse Effect.been duly authorized by PXP; (d) Each Obligor has full power and authority to execute, deliver and perform any action or step which may be necessary to carry out the terms of this Agreement and all other agreements, documents and instruments, if any, executed and delivered by the Obligors to the Syndication Agent and the Lenders concurrently herewith or in connection herewith (collectively, the “Amendment Documents”); each Amendment Document to which any of the Obligors is a party has been duly executed and delivered by such Obligors PXP and is constitutes the legal, valid and binding obligation of such Obligor PXP, enforceable against PXP in accordance with its terms, subject subject, however, to any applicable bankruptcy, insolvency, general equity principles reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally.generally and except as the enforceability thereof may be limited by general principles of equity (regardless of whether considered in a proceeding in equity or at law); (e) The the execution, delivery delivery, and performance by PXP of this Agreement and the Amendment Documents transactions contemplated hereby will not not (iA) violate or conflict with any provision of any existing law, statute, rule, regulation or ordinance binding upon the Obligors, PXP’s organizational documents (iiincluding articles of incorporation and bylaws), (B) conflict with, result in a breach of, violate or constitute a default under (A) the certificate of incorporation or by-laws or other equivalent formation documents of any Obligor, (B) any order, judgment, award or decree of any court, governmental authority, bureau or agency, or (C) any mortgage, indenture, material lease, contract or other material agreement or undertaking instrument to which any Obligor PXP is a party or by which any Obligor or its properties or assets may be PXP is bound, which violation will have a material and adverse effect on PXP’s ability to perform its obligations hereunder, (C) violate any statute or (iii) result in the creation law or imposition any judgment, decree, order, regulation or rule of any lien court or other encumbrance upon or with respect governmental authority applicable to any property or asset now owned or hereafter acquired by any ObligorPXP, other than liens in favor of the Syndication Agent for the ratable benefit of the Lenders.which violation will have a material and adverse effect on PXP’s ability to perform its obligations hereunder, or (fD) No require any consent, license, permit, approval or authorization of, exemption byor designation, notice todeclaration or filing with, report toany governmental authority on the part of PXP (except such governmental authorizations and filings as PXP’s performance of this Agreement from and after the date hereof may then require in the ordinary course of business), under any law or registrationany agreements to which PXP is a party or by which it is bound; and (f) there are no suits, filing judicial or declaration with any Person is required in connection with administrative actions, proceedings or investigations (including, without limitation, bankruptcy, reorganization or insolvency actions, proceedings or investigations) pending against PXP or its affiliates or, to PXP’s knowledge, threatened, that (A) challenge the execution, delivery, performance by the Obligors validity of the Amendment Documents this Agreement or the transactions contemplated therebyhereby, (B) seek to restrain or prevent any action taken or to be taken by PXP in connection with this Agreement, or (C) if adversely determined, would have a material and adverse effect upon PXP’s ability to perform its obligations hereunder.

Representations Warranties and Other Covenants. In order to induce the Syndication Agent and the Lenders to enter into this Agreement and amend the Credit Agreement as provided herein, each Obligor hereby represents and warrants to the Syndication Agent and the Lenders that: (a) All of the representations and warranties of the Obligors set forth in the Credit Agreement are true, complete and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof and as if set forth at length herein. (b) No After giving effect to this Agreement, no Default or Event of Default presently exists and is continuing on and as of the date hereof. (c) Since the date of the Obligors’ ' most recent financial statements delivered to the Syndication Agent, no Material Adverse Effect has occurred, and no event has occurred or failed to occur which has had or is likely to have a Material Adverse Effect. (d) Each Obligor has full power and authority to execute, deliver and perform any action or step which may be necessary to carry out the terms of this Agreement and all other agreements, documents and instruments, if any, executed and delivered by the Obligors to the Syndication Agent and the Lenders concurrently herewith or in connection herewith (collectively, the “"Amendment Documents”"); each Amendment Document to which any of the Obligors is a party has been duly executed and delivered by such Obligors and is the legal, valid and binding obligation of such Obligor enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency, general equity principles or other similar laws affecting the enforcement of creditors’ ' rights generally. (e) The execution, delivery and performance of the Amendment Documents will not (i) violate any provision of any existing law, statute, rule, regulation or ordinance binding upon the Obligors, (ii) conflict with, result in a breach of, or constitute a default under (A) the certificate of incorporation or by-laws or other equivalent formation documents of any Obligor, (B) any order, judgment, award or decree of any court, governmental authority, bureau or agency, or (C) any mortgage, indenture, material lease, contract or other material agreement or undertaking to which any Obligor is a party or by which any Obligor or its properties or assets may be bound, or (iii) result in the creation or imposition of any lien or other encumbrance upon or with respect to any property or asset now owned or hereafter acquired by any Obligor, other than liens in favor of the Syndication Agent for the ratable benefit of the Lenders. (f) No consent, license, permit, approval or authorization of, exemption by, notice to, report to, or registration, filing or declaration with any Person is required in connection with the execution, delivery, performance by the Obligors of the Amendment Documents or the transactions contemplated thereby. (g) The following Subsidiaries have been dissolved or merged with and into the Company or another Subsidiary: Community Corrections, Inc., Youth Services International of Baltimore, Inc., Youth Services International of Virginia, Inc., Youth Services International of Delaware, Inc., Youth Services International of Maryland, Inc., Youth Services International of Tennessee, Inc. and Youth Services International of Southeastern Programs, Inc. The Company agrees that it shall, by no later than December 3, 2001, provide to the Syndication Agent with true and accurate copies of the filed certificates of dissolution or merger with respect to each of such Subsidiaries or other documents evidencing such dissolution or merger which are reasonably satisfactory to the Syndication Agent and the Lenders.

Representations Warranties and Other Covenants. In order to induce Borrowers and Guarantors represent and warrant that as of the Syndication Agent and as of the Lenders to enter into date of this Agreement and amend the Credit Agreement as provided herein, each Obligor hereby represents and warrants to the Syndication Agent and the Lenders thatAgreement: (a) All of the The representations and warranties of the Obligors set forth in the Credit Loan Documents, as modified by this Agreement are true, complete true and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof and as if set forth at length hereinrespects. (b) No Other than the Third Specified Events of Default or as otherwise heretofore waived or forborne by Xxxxxxx in writing, there is no Event of Default presently exists under the Loan Documents, and is continuing on and as neither Borrowers nor Guarantors have knowledge of any event or circumstance that with the date hereofgiving of notice or the passage of time, or both, would constitute an Event of Default under the Loan Documents. (c) Since The Loan Documents are in full force and effect, including, but not limited to, the date minimum Liquidity covenant set forth in Section 7.1(c) of the Obligors’ most recent financial statements delivered Credit Agreement and, following the execution and delivery of this Agreement, the Loan Documents will continue to be the Syndication Agentlegal, no Material Adverse Effect has occurredvalid and binding obligations of Borrowers and Guarantors, as applicable, enforceable in accordance with their respective terms, subject to limitations imposed by bankruptcy, insolvency, other debtor relief laws and no event has occurred or failed to occur which has had or is likely to have a Material Adverse Effectgeneral principles of equity. (d) Each Obligor has full Obligors exist under the laws of the jurisdictions of their formation or organization and have the requisite power and authority to execute, execute and deliver this Agreement and to perform any action or step which may be necessary to carry out their obligations under the terms Loan Documents as modified hereby. (e) The execution and delivery of this Agreement by Xxxxxxxx and all other agreements, documents and instruments, if any, executed and delivered the performance by the Obligors to of their obligations under the Syndication Agent and the Lenders concurrently herewith Loan Documents as modified hereby have been duly authorized by all requisite action by or in connection herewith (collectively, the “Amendment Documents”); each Amendment Document to which any on behalf of the Obligors is a party Obligors. This Agreement has been duly executed and delivered by such Obligors and is the legal, valid and binding obligation on behalf of such Obligor enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency, general equity principles or other similar laws affecting the enforcement of creditors’ rights generally. (e) The execution, delivery and performance of the Amendment Documents will not (i) violate any provision of any existing law, statute, rule, regulation or ordinance binding upon the Obligors, (ii) conflict with, result in a breach of, or constitute a default under (A) the certificate of incorporation or by-laws or other equivalent formation documents of any Obligor, (B) any order, judgment, award or decree of any court, governmental authority, bureau or agency, or (C) any mortgage, indenture, material lease, contract or other material agreement or undertaking to which any Obligor is a party or by which any Obligor or its properties or assets may be bound, or (iii) result in the creation or imposition of any lien or other encumbrance upon or with respect to any property or asset now owned or hereafter acquired by any Obligor, other than liens in favor of the Syndication Agent for the ratable benefit of the Lenders. (f) No consentThe parties hereto acknowledge, licenseconfirm and agree that any misrepresentation by any Obligor or any failure of any Obligor to comply with the covenants, permitconditions and agreements contained in any Loan Documents, approval herein or authorization ofin any other agreement, exemption bydocument or instrument at any time executed and/or delivered by any Obligor with, notice toto or in favor of the Agent or Lenders shall constitute a Forbearance Termination Event hereunder. In the event any person, report toother than the Agent or Lenders, shall at any time exercise for any reason (including by reason of the Third Specified Events of Default, any other present or future default, or registrationotherwise) any of its rights or remedies against any Obligor or against such Obligor’s properties or assets, filing such event shall constitute a Forbearance Termination Event hereunder. (g) Obligors hereby consent to direct communication between any of their agents and (i) Lenders and the Lenders’ agents, or declaration (ii) the Customers and the Customers agents; or (iii) between the Lenders and the Lenders’ agents and the Customers and the Customers’ agents whether or not the Obligors or the Obligors’ agents are party to any such communication, all without the further consent of the Obligors. Obligors agree that they will instruct their agents to fully cooperate with the Agent, Customers, Lenders and their agents and advisors. (h) No Obligor has received any Person written notice of any, nor is required there any, pending or, to the best of Obligors’ knowledge any threatened, litigation or administrative proceeding involving in any manner the ownership, leasing, operation, management, use, or maintenance of Obligors’ business or this transaction. (i) As of the date hereof and except as disclosed on Schedule 18, no representation or warranty of the Obligors contained in this Agreement or in support of this Agreement furnished to the Agent or Lenders by or on their behalf with respect to the business, operations, property or assets of the Obligors, property or assets acquired by any of them, or their business prospects or condition (financial or otherwise) for use in connection with the execution, delivery, performance by the Obligors of the Amendment Documents or the transactions contemplated therebyby this Agreement, knowingly contain any untrue statement of a material fact or omits to state a material fact at the time such representation or warranty was made to the Agent or Lenders (known to them in the case of any document which they did not furnish) necessary in order to make the statements contained herein or therein not misleading.