Representations and Warranties; Acknowledgments Clause Samples

Representations and Warranties; Acknowledgments. 3.1 In order to induce Agent and Lender to make the amendments provided for in Articles 1 and 2, the Company hereby represents and warrants to Agent and the Lending Parties as of the Effective Date that: (a) The recitals set forth in Amendment No. 6 are true, complete, accurate, and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects); (b) All representations and warranties made and given by the Loan Parties in the Loan Documents are true, complete, accurate, and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects), as if given on the Effective Date (or, as to representations and warranties that specifically refer to an earlier date, as of such earlier date) after giving effect to this Amendment; (c) The Loan Parties have no claims, offsets, rights of recoupment, counterclaims, or defenses (other than payment) with respect to: (a) the payment of any amount due under the Loans and the Loan Documents; (b) the performance of the Loan Parties’ obligations under the Loan Documents; or (c) the liability of the Loan Parties under the Loan Documents; (d) Agent and the Lending Parties: (i) have not breached any duty to the Loan Parties in connection with the Loans or the Loan Documents; and (ii) have fully performed all obligations they may have had or now have to the Loan Parties; (e) The Loan Parties have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of this Amendment. Before execution of this Amendment, the Loan Parties have had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of this Amendment; (f) The Loan Parties are not acting in reliance on any representation, understanding, or agreement from or with Agent or the Lending Parties not expressly set forth herein. The Loan Parties acknowledge that none of Agent or the Lending Parties has made any representation with respect to the subject of this Amendment except as expressly set forth herein. The Company has executed this Amendment as its free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any Person; (g) All interest or other fees or charges which have been imposed, accrued or collected by Age...

Representations and Warranties; Acknowledgments. (a) In connection with the execution of this Agreement by Executive, Executive represents and warrants to the Company that: (i) The execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he or she is bound and upon the execution and delivery of this Agreement by the Company, this Agreement shall be the legal, valid and binding obligation of Executive, enforceable in accordance with its terms. (ii) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any Person or entity other than the Company. (iii) Executive has consulted with independent legal counsel regarding his or her rights and obligations under this Agreement and he or she fully understands the terms and conditions contained herein.

Representations and Warranties; Acknowledgments. Each of the parties represents and warrants to the others that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite action on its part; and (ii) it is in compliance with the terms and agreement contained in the Agreement applicable to it.

Representations and Warranties; Acknowledgments. In order to induce the Agent and the Lenders to enter into this Amendment, each Loan Party hereby (a) represents and warrants to the Agent and the Lenders that (i) it has duly authorized, executed and delivered this Amendment, (ii) no consent, approval, exemption, order or authorization of, or a registration or filing with, any Governmental Authority, regulatory body or any other third party is required for the due execution, delivery and performance of this Amendment by such Loan Party, other than such consents, approvals, exemptions, orders or authorizations that have already been obtained, (iii) the representations and warranties of such Loan Party set forth in the Credit Agreement and the other Financing Documents are true and correct in all material respects (unless stated to relate solely to an earlier date, in which case the representations and warranties are true and correct as of such earlier date) and (iv) no Default or Matured Default has occurred and is continuing or exists, (b) acknowledges and agrees that, except as expressly provided herein, the Credit Agreement and each of the other Financing Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect; (c) ratifies and reaffirms its obligations under, and acknowledges, renews and extends its continued liability under, the Credit Agreement and each other Financing Document to which it is a party; and (d) ratifies and reaffirms all of the Liens securing the payment and performance of the Secured Liabilities (as defined in the Security Agreement).

Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of Executive Stock, each Executive represents and warrants as follows: (i) Executive Stock previously acquired by, or being acquired by such Executive pursuant to this Agreement, shall not be disposed of in contravention of applicable securities laws. (ii) Such Executive is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock. (iii) Such Executive is able to bear the economic risk of such Executive’s investment in Executive Stock acquired hereunder for an indefinite period of time and acknowledges that the Executive Stock may not be sold in contravention of applicable securities laws. (iv) This Agreement constitutes the legal, valid and binding obligation of such Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Executive do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Executive is a party or any judgment, order or decree to which such Executive is subject. (v) Any such Electing Executive (or a Family Member of such Electing Executive) is the beneficial owner of all of the Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares of the Company being converted hereunder free and clear of all liens, encumbrances, charges, security interests, or restrictions on transfer and, as applicable, such Electing Executive has received for the benefit of the Company an agreement of such Family Member to the conversion of such Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares as herein provided and the agreement of such Family Member to be bound by this Agreement. (b) As an inducement to the Company to issue Executive Stock hereunder to each Electing Executive and to each Executive to enter into this Agreement, and as a condition thereto, each such Executive acknowledges and agrees that: (i) neither the issuance of the Executive Stock hereunder to such Executive nor any provision contained herein shall entitle such Executive to remain in the employment of, or to serve as an officer or director to, the Group Companies or affect the right of the Company to terminate such Executive’s employment or service as an officer, or director at any time; (ii) this Agreement and the Management Equity Plan shall not form part of any contract of employment or contract fo...

Representations and Warranties; Acknowledgments. The parties hereto represent and warrant to each other party that each has taken all corporate actions necessary to consummate this Agreement and that when executed this Agreement including the issuance of the Common Stock of the Company, will be a valid and binding obligation of the parties hereto.

Representations and Warranties; Acknowledgments. Each Management ----------------------------------------------- Stockholder severally and not jointly represents and warrants to the Corporation and the Purchasers that (i) such Management Stockholder is the record owner of the number of Management Stockholder Shares set forth opposite his name on the Management Stockholders Schedule, and (ii) this Agreement has been duly -------------------------------- authorized, executed and delivered by such Management Stockholder and constitutes the valid and binding obligation of such Management Stockholder, enforceable in accordance with its terms. Each Management Stockholder acknowledges and agrees that such Management Stockholder has not granted and is not a party to any proxy, voting trust or other agreement or understanding (whether written or oral, or firm or contingent) which is inconsistent with, conflicts with or violates any provision of this Agreement (except for the Series C Stockholders Agreement, the true and correct text of which is attached hereto as Exhibit A) or which is the subject matter of this Agreement. No --------- holder of Management Stockholder Shares shall grant any proxy or become party to any voting trust, voting agreement or other agreement or understanding with respect to the voting or transferability, or purchase or redemption of any shares of the Corporation's capital stock or which is inconsistent with, conflicts with or violates any provision of this Agreement.

Representations and Warranties; Acknowledgments. (a) The Borrower hereby represents and warrants to the Administrative Agent and each Lender that (i) contemporaneously with the execution and delivery of this Amendment, the representations and warranties of the Borrower and the Guarantors contained in the Loan Documents are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date; (ii) no Default or Event of Default has occurred and is continuing; and (iii) this Amendment and the Credit Agreement (as amended hereby) have been duly authorized by all necessary organizational action of the Borrower and constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms. (b) The Borrower hereby acknowledges and agrees that it is indebted to the Lenders pursuant to the terms of the Notes and the Credit Agreement (as amended by this Amendment).

Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of Director Units, each 2006 Director Investor represents and warrants as follows: (i) Director Units to be acquired by such 2006 Director Investor pursuant to this Agreement shall be acquired for 2006 Director Investor’s own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities laws, and Director Units acquired by such 2006 Director Investor shall not be disposed of in contravention of the 1933 Act or any applicable state securities laws. (ii) Such 2006 Director Investor is a director of the Company or its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of decisions respecting the investment in the Director Units. (iii) Such 2006 Director Investor is able to bear the economic risk of such 2006 Director Investor’s investment in Director Units acquired hereunder for an indefinite period of time because (A) Director Units have not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available and (B) Director Units are subject to the contractual restrictions on transfer set forth herein. (iv) Such 2006 Director Investor has had an opportunity to ask questions of and receive answers concerning the terms and conditions of the offering of Director Units, and has had full access to such other information concerning the Company as he or she has requested. Such 2006 Director Investor has been advised of certain risks associated with 2006 Director Investor’s acquisition of Director Units and has had full access to such other information concerning the Company as he or she has requested. 2006 Director Investor has reviewed, or has had an opportunity to review, the following documents: (A) the LLC Agreement as in effect on the date hereof; (B) the Form 10-K Annual Report filed by the Company with the Securities and Exchange Commission on March 1, 2006; and (C) the Board of Director’s determination of the Equity Value of the Company made pursuant to Section 2.3(c) of the company’s Limited Liability Agreement and the calculation of the Threshold Equity Value for the 2006 Series C Common Units derived therefrom. (v) This Agreement and the LLC Agreement constitute the legal, valid and binding obligation of such 2006 Director Investor, enforceable in accordance with their respective terms, and t...