Representations, Warranties, Defaults Clause Samples

Representations, Warranties, Defaults. (i) All representations and warranties of Borrower set forth in any Loan Document shall be true and correct in all respects as if made on and as of the date of funding (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all respects as of such earlier date) and (ii) no Default or Event of Default shall exist.

Representations, Warranties, Defaults. As of the Closing Date, after giving effect to the making of the Loan, (a) all representations and warranties of each Borrower and each other Loan Party set forth in any Loan Document shall be true and correct in all material respects (except for any representation or warranty that is by its terms already qualified by materiality, Material Adverse Effect or similar qualification, which shall be true and correct in all respects) as if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all material respects as of such earlier date) and (b) no Default or Event of Default shall exist. The acceptance of the Loan by Borrowers shall be deemed to be a certification by Borrowers that the conditions set forth in this Section 5.4 have been satisfied.

Representations, Warranties, Defaults. As of the Closing Date, after giving effect to the making of the Loans, (a) all representations and warranties of Borrower set forth in any Loan Document shall be true and correct in all respects (after giving effect to all qualifiers, such as materiality and knowledge) as if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all respects as of such earlier date) and (b) no Default or Event of Default shall exist. The acceptance of the Term Loan by Borrower shall be deemed to be a certification by Borrower that the conditions set forth in this Section 4.4 have been satisfied.

Representations, Warranties, Defaults. As of the Closing Date, after giving effect to the “Transactions” as defined in the Merger Agreement, (a) all representations and warranties of Loan Parties set forth in any Loan Document shall be true and correct in all material respects as if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all material respects as of such earlier date), (b) no Default, Event of Default or Material Adverse Effect shall exist and (c) since the date of the Merger Agreement, there has not occurred a Surge Material Adverse Effect or a Motor Material Adverse Effect (each as defined in the Merger Agreement).

Representations, Warranties, Defaults. As of the Closing Date, after giving effect to the making of the Loans, all representations and warranties of Borrower set forth in any Loan Document (other than those set forth in Section 5.5 hereof) shall be true and correct in all material respects as if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all material respects as of such earlier date); provided, notwithstanding anything in this Agreement, any Loan Document, or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, the only representations the accuracy of which shall be a condition to availability of the Additional Term Loan on the Closing Date shall be (i) such of the representations made by or on behalf of Provant in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Borrower or any of its Affiliates have the right to terminate its or their obligations under the Merger Agreement (or decline to consummate the Merger) as a result of a breach of such representations in the Merger Agreement and (ii) the Specified Representations (as defined below) (it being understood that, to the extent any Collateral (including the creation or perfection of any security interest therein) is not or cannot be provided on the Closing Date (other than the perfection of Collateral with respect to which a security interest may be perfected by means of (x) filing a Uniform Commercial Code financing statement, (y) delivery of certificated securities, or (z) filing a notice with the United States Patent and Trademark Office or the United States Copyright Office), after Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the creation and/or perfection of such security interests in such Collateral shall not constitute a condition precedent to the availability of the Additional Term Loan on the Closing Date but shall be required to be provided after the Closing Date pursuant to arrangements to be mutually agreed (and in any event, not longer than ninety (90) days after the Closing Date unless otherwise agreed to by Agent at its sole option)). For purposes hereof, “Specified Representations” means the representations and warranties contained in Sections 5.1, 5.2 (the first sentence and clauses (b)(i) and (ii) only), 5.3, 5.6, 5.10, 5.12, 5.14, 5.28 and, s...

Representations, Warranties, Defaults. After giving effect to the making of each advance of the Term Loan hereunder all representations and warranties of Borrower set forth in any Loan Document shall be true and correct in all material respects as if made on and as of the date of funding such advance of the Term Loan (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all respects as of such earlier date).