XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xxxx Xxxxxxxxxx Guarantor hereby represents and warrants that the representations and warranties set forth in Section 4 of the Credit Agreement as they relate to such Subsidiary Guarantor, each of which is hereby incorporated herein by reference, are true and correct, and the Administrative Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Borrower's knowledge shall, for the purposes of this paragraph, be deemed to be a reference to such Subsidiary Guarantor's knowledge. Each Subsidiary Guarantor agrees that the foregoing representations and warranties shall be deemed to have been made by such Subsidiary Guarantor on the date of each borrowing by the Borrower, and on the date of issuance of each Letter of Credit, under the Credit Agreement on and as of such date of borrowing or issuance as though made hereunder on and as of such date (or, if stated to relate to an earlier date, as of such earlier date).
XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xx the Second Amendment Signing Date and on the Effective Date, each Senior Secured Creditor party hereto represents and warrants to the other Senior Secured Creditors Party hereto that:
XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xxxx Guarantor hereby represents and warrants that:
XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Each of the representations and warranties set forth in: (i) Section 5.1(a) (Organization, Good Standing and Qualification), Section 5.3 (Corporate Authority; Approval and Fairness), Section 5.4(b)(i) (No Violations), Section 5.10(b) (Absence of Certain Changes), Section 5.21 (Takeover Statutes) and Section 5.22 (Brokers and Finders) shall be true and correct in all respects as of the consummation of the Offer as though made as of the consummation of the Offer (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct in all respects as of such particular date or period of time); (ii) Sections 5.2(a), 5.2(b) and 5.2(h) (Capital Structure) shall be true and correct as of the Capitalization Date, except for inaccuracies that are de minimis in the aggregate; (iii) Section 5.7 (Disclosure Controls and Procedures and Internal Control Over Financial Reporting) and Section 5.8 (
XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xxx Xuarantor hereby represents and warrants that:
XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xxxx, Xxxxxxxe and Complete. None of the representations, warranties or statements made to the Secured Party pursuant hereto or in connection with this Agreement or the transactions contemplated hereby contains any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances in which they are made, not misleading.
XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xx xxxxx xx induce the Agent, the Co-Agent and the Lenders to enter into this Sixth Amendment, the Borrower Parties hereby represent and warrant that:
XXXXXXXXXXXXXXX XXX XXXXXXXXXX. 48 4.1 Existence and Qualification; Power; Compliance with Law ....................... 48 4.2 Authority; Compliance with Other Instruments and Government Regulations ....... 48 4.3
XXXXXXXXXXXXXXX XXX XXXXXXXXXX. Xxx Xxxxxxxx xxxxxx xxxxxxents and warrants to the Agent and the Lenders that (a) this Amendment has been duly authorized, executed and delivered by the Borrower, (b) no Default or Event of Default has occurred and is continuing as of this date, and (c) all of the representations and warranties made by the Borrower in Sections 7.01 through 7.03, 7.07 through 7.14, 7.17, and 7.19 of the Loan Documents are true and correct in all material respects on and as of the date of this Amendment (except to the extent that any such representations or warranties expressly referred to a specific prior date). Any breach by the Borrower of any of the representations and warranties contained in this Section shall be an Event of Default for all purposes under the Loan Agreement and the other Loan Documents.
