Representations and Warranties; Certain Agreements Sample Clauses

Representations and Warranties; Certain Agreements. Each Guarantor other than the Company hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Credit Agreement that relate to such Guarantor or to the Credit Documents to which such Guarantor is a party, to the extent already qualified by materiality, shall be true and correct in all respects, and, if not so already qualified, shall be true and correct in all material respects, in any case on and as of the date of this Agreement as if made on and as of such date (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that each reference in such representation and warranty to the Company’s knowledge shall, for the purposes of this Section 3.1(a) only, be deemed to be a reference to such Guarantor’s knowledge. (b) Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement that impose, or purport to impose, through agreements with the Company, restrictions or obligations on such Guarantor. (c) Such Guarantor acknowledges that any default in the due observance or performance by such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 10.1 of the Credit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) Such Guarantor has, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board of Directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of such Guarantor has decided that execution, delivery and performance of this Agreement and any other Credit Documents to be executed by such Guarantor is within its purpose, in furtherance of its direct and/or indirect business interests, is in its best interest and that it expects to derive benefit directly or indirectly, from (i) successful operations of the Other Credit Parties and (ii) the credit extended by the Lenders to the Company under the Credit Agreement, both in its separate capacity and as a membe...

Representations and Warranties; Certain Agreements a. To induce Participant to enter into this Agreement, Lender hereby makes the following representations and warranties: (1) Lender is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America. (2) Lender has the power and authority to own its properties, to carry on its business in the manner in which it conducts such business and to execute, acknowledge and deliver this Agreement, the Loan Documents and any other documents contemplated herein to be executed, acknowledged or delivered by Lender in connection with the Loans and this Agreement. (3) Compliance by Lender with the terms and conditions of this Agreement does not conflict with, or result in a breach of or default under, any other agreement or instrument to which Lender is a party, or any federal or state law, regulation, ruling or interpretation to which Lender is subject. b. To induce Participant to enter into this Agreement, Lender makes, as of the Effective Date, the following representations and warranties as to each Loan (except as otherwise qualified below): (1) The Loan has been closed, advanced, booked, administered and serviced by Lender in accordance with the then-applicable Policies and Procedures. (2) Lender is the sole owner of the Loan, free and clear of claims, liens, charges and encumbrances of any type (subject to Participant’s Participation Interest therein and the rights of Lender as servicer). (3) Except as would not have a material adverse effect on the Participation Interest, each Loan Document executed is genuine, was duly authorized, executed and delivered and is the legal, valid and binding obligation of Lender, and to the best of Lender’s knowledge, the counterparty thereto, enforceable in accordance with its terms, except as such enforcement may be limited (A) by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, (B) by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), or (C) to the extent that certain of the remedial provisions of the Loan Documents may be limited by applicable law, provided however, that such limitations do not make the remedies provided for in the Loan Documents inadequate for the practical realization of the benefits of the security intended to be afforded thereby. (4) Except as would not have a material adverse effect on the Participation In...

Representations and Warranties; Certain Agreements. Each U.S. Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Credit Agreement that relate to such U.S. Guarantor are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or “Material Adverse Effect”, in all respects).

Representations and Warranties; Certain Agreements. Each Canadian Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Credit Agreement that relate to such Canadian Guarantor are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or “Material Adverse Effect”, in all respects). (b) Such Canadian Guarantor agrees to comply with each of the covenants contained in the Credit Agreement and the other Loan Documents that relate to such Canadian Guarantor.

Representations and Warranties; Certain Agreements. Each Subsidiary Guarantor hereby severally represents, warrants and covenants as of the Closing Date and on and as of each date as required by the Credit Agreement as follows:

Representations and Warranties; Certain Agreements. Each Guarantor hereby represents, warrants and covenants (except that, in the case of clause (g) below, only AUSA hereby represents, warrants and covenants) as follows:

Representations and Warranties; Certain Agreements