Common use of Covenants and Representations and Warranties Clause in Contracts

Covenants and Representations and Warranties. Borrowers hereby: 5.1 ratify, confirm and agree that the Credit Agreement, as amended by this Amendment, and all other Loan Documents are valid, binding and in full force and effect as of the date of this Amendment, and enforceable in accordance with their terms. 5.2 agree that they have no defense, set-off, counterclaim or challenge against the payment of any sums owed or owing under the Loan Documents or the enforcement of any of the terms of the Loan Documents. 5.3 ratify, confirm and continue all liens, security interests, pledges, rights and remedies granted to Agent for the benefit of Lenders in the Loan Documents and agree that such liens, security interests and pledges shall secure all of the Obligations under the Loan Documents as amended by this Amendment. 5.4 represent and warrant that all representations and warranties in the Loan Documents are true and complete as of the date of this Amendment. 5.5 agree that their failure to comply with or perform any of their covenants or agreements in this Amendment will constitute a Default or an Event of Default under the Loan Documents subject to applicable notice and cure periods set forth in Section 9.01 of the Credit Agreement. 5.6 represent and warrant that no condition or event exists after taking into account the terms of this Amendment which would constitute a Default or an Event of Default. 5.7 represent and warrant that the execution and delivery of this Amendment by Borrowers and all documents and agreements to be executed and delivered pursuant to this Amendment: (a) have been duly authorized by all requisite action of Borrowers; (b) will not conflict with or result in a breach of, or constitute a default (or with the passage of time or the giving of notice or both, will constitute a default) under, any of the terms, conditions, or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrower’s Articles of Incorporation or By-Laws or any indenture, mortgage, loan or credit agreement or instrument to which any Borrower is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrowers under the terms or provisions of any such agreement or instrument, except liens in favor of Lenders.

Covenants and Representations and Warranties. Borrowers hereby: 5.1 13.1 ratify, confirm and agree that the Credit Agreement, as amended by this Amendment, and all other Loan Documents are valid, binding and in full force and effect as of the date of this Amendment, and enforceable in accordance with their terms. 5.2 13.2 agree that they have no defense, set-off, counterclaim or challenge against the payment of any sums owed or owing under the Loan Documents or the enforcement of any of the terms of the Loan Documents. 5.3 13.3 ratify, confirm and continue all liens, security interests, pledges, rights and remedies granted to Agent for the benefit of Lenders in the Loan Documents and agree that such liens, security interests and pledges shall secure all of the Obligations under the Loan Documents as amended by this Amendment. 5.4 13.4 represent and warrant that all representations and warranties in the Loan Documents are true and complete as of the date of this Amendment. 5.5 13.5 ratify, confirm and restate all of the waivers set forth in the Credit Agreement, all of which are hereby incorporated by reference. 13.6 agree that their failure to comply with or perform any of their covenants or agreements in this Amendment will constitute a Default or an Event of Default under the Loan Documents subject to applicable notice and cure periods set forth in Section 9.01 of the Credit Agreement. 5.6 13.7 represent and warrant that no condition or event exists after taking into account the terms of this Amendment which would constitute a Default or an Event of Default. 5.7 13.8 represent and warrant that the Borrowers have the power and authority and all consent and approvals needed in order to execute and deliver this Amendment and that the person(s) executing this Amendment on behalf of the Borrowers has (have) the power and authority to do so. 13.9 represent and warrant that the execution and delivery of this Amendment by Borrowers and all documents and agreements to be executed and delivered pursuant to this Amendment: (a) have been duly authorized and approved by all requisite action of Borrowers; (b) will not conflict with or result in a breach of, or constitute a default (or with the passage of time or the giving of notice or both, will constitute a default) under, any of the terms, conditions, or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrower’s Articles of Incorporation or By-Laws or any indenture, mortgage, loan or credit agreement or instrument to which any Borrower is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrowers under the terms or provisions of any such agreement or instrument, except liens in favor of Lenders.

Covenants and Representations and Warranties. Borrowers Borrower and each Guarantor hereby: 5.1 ratify6.1 ratifies, confirm confirms and agree agrees that the Credit Loan Agreement, as amended by this Amendment, and all other Loan Documents Documents, are valid, binding and in full force and effect as of the date of this Amendment, and enforceable in accordance with their terms. 5.2 agree 6.2 agrees that they have as of the date hereof it has no defense, set-off, counterclaim or challenge against the payment of any sums owed or owing under the Loan Agreement and the other Loan Documents or the enforcement of any of the terms of the Loan Agreement or the other Loan Documents. 5.3 ratify6.3 ratifies, confirm confirms and continue continues all liens, security interests, pledges, rights and remedies granted to Agent for the benefit of Lenders Lender in the Loan Agreement and the other Loan Documents and agree agrees that such liens, security interests and pledges shall secure all of the Obligations under the Loan Agreement and the other Loan Documents as amended by this Amendment. 5.4 represent 6.4 represents and warrant warrants that all representations and warranties in the Loan Agreement and the other Loan Documents are true true, correct and complete in all material respects as of the date of this AmendmentAmendment unless such representation and warranty is made as of a specific date. 5.5 agree 6.5 agrees that their its failure to comply with or perform any of their its covenants or agreements in this Amendment Amendment, after expiration of any applicable notice or cure periods, if any, as set forth in the Loan Agreement or other Loan Documents, will constitute a Default or an Event of Default under the Loan Documents subject to applicable notice Agreement and cure periods set forth in Section 9.01 of the Credit Agreementother Loan Documents. 5.6 represent 6.6 represents and warrant that warrants that, to its knowledge, no condition or event exists after taking into account the terms of this Amendment which would constitute a Default or an Event of Default. 5.7 represent 6.7 represents and warrant warrants that the execution and delivery of this Amendment by Borrowers Borrower and Guarantors and all documents and agreements to be executed and delivered pursuant to this Amendment: (a) have has been duly authorized by all requisite action corporate and company action, as applicable, of BorrowersBorrower and Guarantors; (b) will not conflict with or result in a breach of, or constitute a default (or with the passage of time or the giving of notice or both, will constitute a default) under, any of the terms, conditions, or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrower’s Articles of Incorporation or By-Laws Guarantors Governing Documents or any indenture, mortgage, loan or credit agreement or instrument to which Borrower or any Borrower Guarantor is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrowers Borrower or Guarantors under the terms or provisions of any such agreement or instrument, except liens in favor of LendersLender.

Covenants and Representations and Warranties. Borrowers hereby: 5.1 7.1 ratify, confirm and agree that the Credit Agreement, as amended by this Amendment, and all other Loan Documents are valid, binding and in full force and effect as of the date of this Amendment, and enforceable in accordance with their terms. 5.2 7.2 agree that they have no defense, set-off, counterclaim or challenge against the payment of any sums owed or owing under the Loan Documents or the enforcement of any of the terms of the Loan Documents. 5.3 7.3 ratify, confirm and continue all liens, security interests, pledges, rights and remedies granted to Agent for the benefit of Lenders in the Loan Documents and agree that such liens, security interests and pledges shall secure all of the Obligations under the Loan Documents as amended by this Amendment. 5.4 7.4 represent and warrant that all representations and warranties in the Loan Documents are true and complete as of the date of this Amendment. 5.5 7.5 agree that their failure to comply with or perform any of their covenants or agreements in this Amendment will constitute a Default or an Event of Default under the Loan Documents subject to applicable notice and cure periods set forth in Section 9.01 of the Credit Agreement. 5.6 7.6 represent and warrant that no condition or event exists after taking into account the terms of this Amendment which would constitute a Default or an Event of Default. 5.7 7.7 represent and warrant that the execution and delivery of this Amendment by Borrowers and all documents and agreements to be executed and delivered pursuant to this Amendment: (a) have been duly authorized by all requisite action of Borrowers; (b) will not conflict with or result in a breach of, or constitute a default (or with the passage of time or the giving of notice or both, will constitute a default) under, any of the terms, conditions, or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrower’s Articles of Incorporation or By-Laws or any indenture, mortgage, loan or credit agreement or instrument to which any Borrower is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrowers under the terms or provisions of any such agreement or instrument, except liens in favor of Lenders.