Restatement of Representations. Any submission by Borrower of a Compliance Statement to the Financial Statement Repository pursuant to this Section 6.2 shall be deemed to be a representation by Borrower that (a) as of the end of the compliance period forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement; (b) as of the date of such submission, no Events of Default have occurred and are continuing; (c) all representations and warranties other than any representations or warranties that are made as of a specific date or time period in Article 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement; (d) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9; and (e) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower have not previously provided written notification to Bank.
Restatement of Representations. (a) Seller shall execute and deliver a certificate restating as of the Closing Date, all of Seller’s representations, warranties and covenants contained in Article III of this Agreement, modified, if applicable, to reflect the then current state of facts or identifying any representation or warranty which is not, or is no longer, true and correct, and explaining the state of facts giving rise to the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation, warranty or covenant which results from any change that (i) occurs between the Contract Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Seller to prevent; provided, however, that if a change occurs which is not permitted hereunder and is beyond the reasonable control of Seller to prevent, and if such change is materially adverse to (A) the operation, use or value of the Property, (B) Purchaser, or (C) Seller’s or Purchaser’s ability to consummate the transaction contemplated by this Agreement in accordance with the terms hereof (any such change described in the foregoing clauses (A), (B) or (C), a “Material Change”), then the occurrence of such Material Change shall constitute the non-fulfillment of the condition set forth in Section 7.1, which shall entitle Purchaser to terminate this Agreement. In the event that Purchaser so terminates this Agreement, Purchaser shall be entitled to receive the return of the Deposit and neither party shall have any further liabilities or obligations to the other party, except for those expressly stated to survive the termination of this Agreement. If, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate.
(b) Purchaser shall execute and deliver a certificate restating, as of the Closing Date, all of Purchaser’s representations and warranties contained in Article IV of this Agreement.
Restatement of Representations. Borrower hereby restates, ratifies and reaffirms each and every term, condition representation and warranty heretofore made by it under or in connection with the execution and delivery of the Waiver and the other Loan Documents as fully as though such representations and warranties had been made on the date hereof and with specific reference to this Waiver and the Loan Documents with the exception of Section 4(a)(iv) of the Loan Agreement, which is hereby qualified by Borrower’s disclosure of the existence of an adversarial proceeding in bankruptcy court with Linens ‘N Things regarding a claim of preferential payment.
Restatement of Representations. Each representation made by each of AESOP Leasing, PVHC and Quartx hereby shall be deemed incorporated herein and restated hereby and each such representation is true and correct as if made on the date hereof.
Restatement of Representations. Except as set forth on EXHIBIT D, each Obligor Party hereby reaffirms and restates as of the date hereof each representation and warranty set forth in the Loan Documents. RELEASE; REINSTATEMENT. Each Obligor Party hereby unconditionally and irrevocably releases, discharges and waives any and all claims of any kind or nature whatsoever which such Obligor Party may possess against Lender and the Lender Parties (as hereinafter defined) for any and all liabilities arising prior to the date hereof, whether known or unknown, in connection with or relating to the origination, modification, restructuring, administration or enforcement of the Loan, or any discussions or negotiations between representatives of Lender or any Lender Party and any Obligor Party or any other representative of Borrower in respect of the Loan or under any theory of "lender's liability" arising therefrom, or otherwise. The provisions of this Section 6 shall survive any termination of this Agreement in accordance with its terms.
Restatement of Representations. Each of the Guarantor and the Lessee hereby restates each representation made by it in the AESOP I Finance Lease and confirms that each such representation is true and correct as if made on the date hereof.
Restatement of Representations. Each representation made by AESOP Leasing in the Loan Agreement shall be deemed incorporated herein and restated hereby and each such representation is true and correct on the date hereof.
Restatement of Representations. The representations and warranties of the ------------------------------ Company contained in the Lease Documents were true and correct when made, are repeated and are true and correct at and as of the time of delivery hereof.
Restatement of Representations. The representations and warranties contained in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as of the Fourth Amendment Effective Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date.
Restatement of Representations. Each of the representations and warranties contained in Sections 2.01, 2.02 or 2.03 hereof shall be deemed to be restated as of the Closing of the purchase by the Purchaser of the Sale Shares, the Option Shares and the Seller's Shares pursuant to Article IV hereof and shall be true and correct on each of such closing dates just as if made on each such date.
