Common use of Reviewed by Attorneys Clause in Contracts

Reviewed by Attorneys. Borrower represents and warrants to the Agent and the Lenders that it (a) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (b) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment and document executed in connection herewith with, such attorneys and other persons as Borrower may wish, (c) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this Amendment. The parties hereto acknowledge and agree that neither this Amendment nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Borrower represents and warrants to the Agent and the Lenders that it (a) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (b) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment and document documents executed in connection herewith with, such attorneys and other persons as Borrower may wish, (c) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this Amendment. The parties hereto acknowledge and agree that neither this Amendment nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Each Borrower represents and warrants to the Agent and the Lenders Lender that it (a) understands fully the terms of this Amendment No. 1 and the consequences of the execution and delivery of this AmendmentAmendment No. 1, (b) has been afforded an opportunity to have this Amendment No. 1 reviewed by, and to discuss this Amendment No. 1 and each document executed in connection herewith with, such attorneys and other persons as such Borrower may wish, and (c) has entered into this Amendment No. 1 and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties hereto acknowledge and agree that neither this Amendment No. 1 nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment No. 1 and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Borrower represents and warrants to the Agent and the Lenders that it (a) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (b) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment and document the documents executed in connection herewith withherewith, with such attorneys and other persons and advisors as Borrower may wish, and (c) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties hereto acknowledge and agree that neither this Amendment nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Borrower Each Restricted Person represents and warrants to the Administrative Agent and the Lenders each Holder that it (a) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (b) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment and document executed in connection herewith with, such attorneys and other persons as Borrower such Person may wish, and (c) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties hereto acknowledge and agree that neither this Amendment nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and the other documents executed pursuant hereto or in connection herewith.. [First Amendment to Note Purchase Agreement]

Reviewed by Attorneys. Each Borrower and each Guarantor represents and warrants to the Agent and the Lenders that it (a) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (b) has been afforded an opportunity to discuss this Amendment with, and have this Amendment reviewed by, and to discuss this Amendment and document executed in connection herewith with, such attorneys and other persons as such Borrower and such Guarantor may wish, and (c) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties hereto acknowledge and agree that neither this Amendment nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Borrower represents and warrants to the Agent and the Lenders Lender that it (a) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (b) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment and document executed in connection herewith with, such attorneys and other persons as Borrower may wish, and (c) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties hereto acknowledge and agree that neither this Amendment nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Each of the Borrower and each other Loan Party represents and warrants to the Administrative Agent and the Lenders that it (a) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (b) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment and document executed in connection herewith with, such attorneys and other persons as Borrower such Loan Party may wish, (c) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this Amendment. The parties hereto acknowledge and agree that neither this Amendment nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Parent and each Borrower hereby represents and warrants to the Agent and the Lenders that it (a) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (b) has been afforded an opportunity to discuss this Amendment and have this Amendment reviewed by, and to discuss this Amendment and document executed in connection herewith with, such attorneys and other persons Persons as Parent or any such Borrower may wish, and (c) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties hereto acknowledge and agree that neither none of this Amendment nor or the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and all of the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Each Borrower and Guarantor represents and warrants to the Agent and the Lenders that it (a) understands fully the terms of this Amendment No. 1 and the consequences of the execution and delivery of this AmendmentAmendment No. 1, (b) has been afforded an opportunity to have this Amendment No. 1 reviewed by, and to discuss this Amendment No. 1 and any document executed in connection herewith with, such attorneys and other persons as each Borrower and Guarantor may wish, and (c) has entered into this Amendment No. 1 and executed and delivered all documents in connection herewith of its its/his own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this Amendmentperson. The parties hereto acknowledge and agree that neither this Amendment No. 1 nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment No. 1 and the other documents executed pursuant hereto or in connection herewith. Section 11.

Reviewed by Attorneys. Borrower represents and warrants to the Agent and the Lenders that it (a) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendmenthereof, (b) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment and document executed in connection herewith the same with, such attorneys and other persons as Borrower may wish, (c) has exercised independent judgment with respect to this Amendment and the other Loan Documents, (d) has not relied on Lender or on Lender’s counsel for any advice with respect to this Amendment or the other Loan Documents and (e) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person person. Borrower acknowledges and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this Amendment. The parties hereto acknowledge and agree agrees that neither this Amendment nor the other documents executed pursuant hereto shall not be construed more favorably in favor of Borrower, on the one than hand, or Lender, on the other hand, based upon which party drafted the same, it being acknowledged that all parties hereto Lender and Borrower contributed substantially to the negotiation and preparation of this Amendment and the other documents executed pursuant hereto or in connection herewithAmendment.

Reviewed by Attorneys. Borrower Each Seller represents and warrants to the Agent and the Lenders Purchaser that it (a) understands fully the terms of this Fifth Amendment and the consequences of the execution and delivery of this Fifth Amendment, (b) has been afforded an opportunity to discuss this Fifth Amendment with, and have this Fifth Amendment reviewed by, and to discuss this Amendment and document executed in connection herewith with, such attorneys and other persons as Borrower Sellers may wish, and (c) has entered into this Fifth Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties Parties hereto acknowledge and agree that neither this Fifth Amendment nor the other documents executed pursuant hereto shall will be construed more favorably in favor of one than the other based upon which party Party drafted the same, it being acknowledged that all parties Parties hereto contributed substantially to the negotiation and preparation of this Fifth Amendment and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Guarantor and Borrower hereby represents and warrants to the Agent and the Lenders Lender that it (a) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (b) has been afforded an opportunity to discuss this Amendment and have this Amendment reviewed by, and to discuss this Amendment and document executed in connection herewith with, such attorneys and other persons Persons as such Guarantor or Borrower may wish, and (c) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties hereto acknowledge and agree that neither none of this Amendment nor or the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and all of the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Each of Parent Borrower and each Guarantor represents and warrants to the Agent XxXxxxx, Xxxxxxx and the Lenders each Requisite Lender that it (ai) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (bii) has been afforded an opportunity to discuss this Amendment with, and have this Amendment reviewed by, and to discuss this Amendment and document executed in connection herewith with, such attorneys and other persons Persons as each of Parent Borrower and each Guarantor may wish, and (ciii) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties hereto acknowledge and agree that neither this Amendment nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Each Borrower represents and warrants to the Administrative Agent and the Lenders that it (a) understands fully the terms of this Amendment Waiver and the consequences of the execution and delivery of this AmendmentWaiver, (b) has been afforded an opportunity to have this Amendment Waiver reviewed by, and to discuss this Amendment Waiver and each document executed in connection herewith with, such attorneys and other persons as such Borrower may wish, and (c) has entered into this Amendment Waiver and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties hereto acknowledge and agree that neither this Amendment Waiver nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment Waiver and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Each Borrower and Guarantor represents and warrants to the Agent and the Lenders that it (a) understands fully the terms of this Amendment No. 2 and the consequences of the execution and delivery of this AmendmentAmendment No. 2, (b) has been afforded an opportunity to have this Amendment No. 2 reviewed by, and to discuss this Amendment No. 2 and any document executed in connection herewith with, such attorneys and other persons as each Borrower and Guarantor may wish, and (c) has entered into this Amendment No. 2 and executed and delivered all documents in connection herewith of its its/his own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this Amendmentperson. The parties hereto acknowledge and agree that neither this Amendment No. 2 nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment No. 2 and the other documents executed pursuant hereto or in connection herewith. Section 12.

Reviewed by Attorneys. Each Borrower represents and warrants to the Agent and the Lenders Lender that it (a) understands fully the terms of this Amendment and the consequences of the execution and delivery of this Amendment, (b) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment and each document executed in connection herewith with, such attorneys and other persons as such Borrower may wish, and (c) has entered into this Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person Person. Without in any way limiting the foregoing, each Borrower acknowledges and agrees that (a) it has consulted its own legal and financial advisors with respect to all matters relating to the PPP Loan (including the eligibility criteria and any forgiveness thereof) and the CARES Act, (b) it is responsible for making its own independent judgment with respect to the PPP Loan and the CARES Act, and (dc) is it has not relying upon oral representations or statements inconsistent relied on Lender with the terms and provisions respect to any of this Amendmentsuch matters. The parties hereto acknowledge and agree that neither this Amendment nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Borrower represents The Borrower, each Guarantor and warrants the Shareholder represent and warrant to the Agent and the Lenders Lender Parties that it (ai) understands fully the terms of this Amendment Agreement and the consequences of the execution and delivery of this AmendmentAgreement, (bii) has been afforded an opportunity to have this Amendment Agreement reviewed by, and to discuss this Amendment Agreement and document the documents executed in connection herewith withherewith, with such attorneys and other persons and advisors as Borrower the Borrower, Guarantors and Shareholder, respectively, may wish, and (ciii) has entered into this Amendment Agreement and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties hereto acknowledge and agree that neither this Amendment Agreement nor any of the other documents executed pursuant hereto shall be construed more favorably in favor of one than party over the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment Agreement and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Borrower and each other Loan Party (by such other Loan Party’s execution and delivery of the attached Consent and Reaffirmation) represents and warrants to the Agent and the Lenders Comvest that it (ai) understands fully the terms of this Amendment Agreement and the transactions contemplated hereby and the consequences of the execution and delivery of this AmendmentAgreement and the transactions contemplated hereby, (bii) has been afforded an opportunity to discuss this Agreement and the transactions contemplated hereby with, and have this Amendment Agreement and the transactions contemplated hereby reviewed by, and to discuss this Amendment and document executed in connection herewith with, such attorneys and other persons Persons as Borrower and each such other Loan Party may wish, and (ciii) has entered into this Amendment Agreement and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties hereto acknowledge and agree that neither this Amendment Agreement nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment Agreement and the other documents executed pursuant hereto or in connection herewith.

Reviewed by Attorneys. Borrower Each Seller represents and warrants to the Agent and the Lenders Purchaser that it (a) understands fully the terms of this Seventh Amendment and the consequences of the execution and delivery of this Seventh Amendment, (b) has been afforded an opportunity to discuss this Seventh Amendment with, and have this Seventh Amendment reviewed by, and to discuss this Amendment and document executed in connection herewith with, such attorneys and other persons as Borrower Sellers may wish, and (c) has entered into this Seventh Amendment and executed and delivered all documents in connection herewith of its own free will and accord and without threat, duress or other coercion of any kind by any Person and (d) is not relying upon oral representations or statements inconsistent with the terms and provisions of this AmendmentPerson. The parties Parties hereto acknowledge and agree that neither this Seventh Amendment nor the other documents executed pursuant hereto shall will be construed more favorably in favor of one than the other based upon which party Party drafted the same, it being acknowledged that all parties Parties hereto contributed substantially to the negotiation and preparation of this Seventh Amendment and the other documents executed pursuant hereto or in connection herewith.