Common use of Representations and Warranties; Certain Agreements Clause in Contracts

Representations and Warranties; Certain Agreements. The Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Credit Agreement that relate to the Guarantor and this Agreement are true and correct. (b) The Guarantor agrees to comply with each of the covenants contained in the Credit Agreement that impose or purport to impose restrictions or obligations on the Guarantor. (c) The Guarantor acknowledges that any default in the due observance or performance by the Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Guarantor has, independently and without reliance upon the Administrative Agent or any other Finance 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. The 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 the Guarantor has decided that a direct or an indirect benefit will accrue to the Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the Guarantor is or will become, on or after the date hereof, indebted; and (ii) the Guarantor has received at least a reasonably equivalent value in exchange for entering into this Agreement.

Representations and Warranties; Certain Agreements. The Each Guarantor hereby representsrepresents and warrants to, warrants and covenants with the Collateral Agent, for the benefit of the ABL Credit Parties as follows: (a) All representations and warranties contained in the Credit Agreement Loan Documents that relate to the such Guarantor and this Agreement are true and correctcorrect in all material respects. (b) The Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement Loan Documents that impose or purport to impose impose, through agreements with the Borrowers, restrictions or obligations on the such Guarantor. (c) The Such Guarantor acknowledges that any default in the due observance or performance by the such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to the terms, conditions and grace periods set forth therein. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Finance 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. The Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board board of Directors directors (or persons performing similar functions in case of a Guarantor which is not a corporation) of the such Guarantor has decided that a direct or an indirect benefit will accrue to the such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the such Guarantor is or will become, on or after the date hereof, indebted; and (ii) the such Guarantor has received at least a reasonably equivalent value in exchange for entering into the giving of this Agreement; (iii) such Guarantor, together with the other Loan Parties, is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. The Each Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Credit Agreement that relate to the such Guarantor and this Agreement are true and correct. (b) The Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement that impose imposes or purport purports to impose impose, through agreements with the Borrower, restrictions or obligations on the such Guarantor. (c) The Such Guarantor acknowledges that any default in the due observance or performance by the such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement, subject to and in accordance with the terms thereof. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Finance 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. The 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 the such Guarantor has decided that a direct or an indirect benefit will accrue to the such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the such Guarantor is or will become, on or after the date hereof, indebted; and (ii) the such Guarantor has received at least a reasonably equivalent value in exchange for entering into the giving of this Agreement; (iii) such Guarantor is not insolvent on the date hereof and will not become insolvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. The Each Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Credit Agreement that relate to the such Guarantor and this Agreement are true and correct. (b) The Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement that impose or purport to impose impose, through agreements with the Company, restrictions or obligations on the such Guarantor. (c) The Such Guarantor acknowledges that any default in the due observance or performance by the such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 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) The Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Finance 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. The 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 the such Guarantor has decided that a direct or an indirect benefit will accrue to the such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the Guarantor is or will become, on or after the date hereof, indebted; and (ii) the Guarantor has received at least a reasonably equivalent value in exchange for entering into this Agreement.

Representations and Warranties; Certain Agreements. The Each Guarantor hereby severally represents, warrants and covenants as follows: (a) All The representations and warranties contained in the Credit Agreement that relate (with respect to the business, operations, assets, financial condition, liabilities or contracts of, or which otherwise pertain to, such Guarantor (including to the extent such Guarantor is referred to as a Loan Party or Group Company in such representations and this Agreement warranties)) are true and correctcorrect in all material respects. (b) The Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement that impose imposes or purport purports to impose impose, through agreements with the Borrower, restrictions or obligations on the such Guarantor. (c) The Such Guarantor acknowledges that any default in the due observance or performance by the such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Finance 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. The Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board board of Directors directors (or persons performing similar functions in case of a the Guarantor which is not a corporation) of the such Guarantor has decided that a direct or an indirect benefit will accrue to the such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the such Guarantor is or will become, on or after the date hereof, indebted; and (ii) the such Guarantor has received at least a reasonably equivalent value in exchange for entering into the giving of this Agreement; (iii) such Guarantor is not insolvent on the date hereof and will not become insolvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. The Each Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Second Amended and Restated Credit Agreement that relate to the such Guarantor and this Agreement are true and correct. (b) The Such Guarantor agrees to comply with each of the covenants contained in the Second Amended and Restated Credit Agreement that impose or purport to impose impose, through agreements with the Company, restrictions or obligations on the such Guarantor. (c) The Such Guarantor acknowledges that any default in the due observance or performance by the such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 10.1 of the Second Amended and Restated Credit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Finance 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. The 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 the such Guarantor has decided that a direct or an indirect benefit will accrue to the such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the such Guarantor is or will become, on or after the date hereof, indebted; and (ii) the such Guarantor has received at least a reasonably equivalent value in exchange for entering into the giving of this Agreement; (iii) such Guarantor is Solvent on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.10, the date of the Accession Agreement executed and delivered by such Guarantor) and will not cease to be Solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. The 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: (a) All representations and warranties contained in the Credit Agreement that relate to the such Guarantor and this Agreement are true and correct. (b) The Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement that impose or purport to impose restrictions or obligations on the such Guarantor. (c) The Such Guarantor acknowledges that any default in the due observance or performance by the such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Finance 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. The 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 the such Guarantor has decided that a direct or an indirect benefit will accrue to the such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the such Guarantor is or will become, on or after the date hereof, indebted; and (ii) the such Guarantor has received at least a reasonably equivalent value in exchange for entering into this Agreement; (i) AUSA is Solvent on the date hereof and will not cease to be Solvent as a result of entering into this Agreement; (ii) AUSA as of such date is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with AUSA constitutes an unreasonably small amount of capital; and (iii) AUSA as of such date does not intend to incur debts that will be beyond AUSA’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. The Each Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Credit Agreement that relate to the such Guarantor and this Agreement are true and correct. (b) The Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement that impose or purport to impose impose, through agreements with the Borrowers, restrictions or obligations on the such Guarantor. (c) The Such Guarantor acknowledges that any default in the due observance or performance by the such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Such Guarantor has, independently and without reliance upon either of the Administrative Agent Agents or any other Finance 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. The 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 the such Guarantor has decided that a direct or an indirect benefit will accrue to the such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the such Guarantor is or will become, on or after the date hereof, indebted; and (ii) the such Guarantor has received at least a reasonably equivalent value in exchange for entering into the giving of this -11- Agreement; and (iii) such Guarantor is Solvent on the date hereof and will not cease to be Solvent as a result of the giving of this Agreement.

Representations and Warranties; Certain Agreements. The Each Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Credit Agreement Bridge Loan Documents that relate to the such Guarantor and this Agreement are true and correct. (b) The Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement Bridge Loan Documents that impose or purport to impose impose, through agreements with the Borrower, restrictions or obligations on the such Guarantor. (c) The Such Guarantor acknowledges that any default in the due observance or performance by the such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 4(a) of the Credit AgreementBridge Notes. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Such Guarantor has, independently and without reliance upon the Administrative Collateral Agent or any other Finance Party Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. The 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 the such Guarantor has decided that a direct or an indirect benefit will accrue to the such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the such Guarantor is or will become, on or after the date hereof, indebted; and (ii) the such Guarantor has received at least a reasonably equivalent value in exchange for entering into the giving of this Agreement; (iii) such Guarantor is solvent on the date hereof and will not cease to be solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. The 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: (a) All representations and warranties contained in the Credit Agreement that relate to the such Guarantor and this Agreement Guaranty are true and correct. (b) The Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement that impose or purport to impose restrictions or obligations on the such Guarantor. (c) The Such Guarantor acknowledges that any default in the due observance or performance by the such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Finance 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. The 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 the such Guarantor has decided that a direct or an indirect benefit will accrue to the such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the such Guarantor is or will become, on or after the date hereof, indebted; and (ii) the such Guarantor has received at least a reasonably equivalent value in exchange for entering into this Agreement; (i) AUSA is Solvent on the date hereof and will not cease to be Solvent as a result of entering into this Agreement; (ii) AUSA as of such date is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with AUSA constitutes an unreasonably small amount of capital; and (iii) AUSA as of such date does not intend to incur debts that will be beyond AUSA’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. The Each Guarantor hereby severally represents, warrants and covenants as follows: (a) All The representations and warranties contained in the Credit Agreement that relate (with respect to the business, operations, assets, financial condition, liabilities or contracts of, or which otherwise pertain to, such Guarantor (including to the extent such Guarantor is referred to as a Loan Party or Group Company in such representations and this Agreement warranties)) are true and correctcorrect in all material respects. (b) The Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement that impose imposes or purport purports to impose impose, through agreements with the Borrower, restrictions or obligations on the such Guarantor. (c) The Such Guarantor acknowledges that any default in the due observance or performance by the such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 of the Credit Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Such Guarantor has, independently and without reliance upon the Administrative Agent or any other Finance Credit 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. The Such Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board board of Directors directors (or persons performing similar functions in case of a the Guarantor which is not a corporation) of the such Guarantor has decided that a direct or an indirect benefit will accrue to the such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the such Guarantor is or will become, on or after the date hereof, indebted; and (ii) the such Guarantor has received at least a reasonably equivalent value in exchange for entering into the giving of this Agreement; (iii) such Guarantor is not insolvent on the date hereof and will not become insolvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.

Representations and Warranties; Certain Agreements. The Each Guarantor hereby represents, warrants and covenants as follows: (a) All representations and warranties contained in the Credit Agreement Convertible Note Documents that relate to the such Guarantor and this Agreement are true and correct. (b) The Such Guarantor agrees to comply with each of the covenants contained in the Credit Agreement Convertible Note Documents that impose or purport to impose impose, through agreements with the Borrower, restrictions or obligations on the such Guarantor. (c) The Such Guarantor acknowledges that any default in the due observance or performance by the such Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default under Section 8.01 4(a) of the Credit AgreementConvertible Notes. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Such Guarantor has, independently and without reliance upon the Administrative Collateral Agent or any other Finance Party Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. The 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 the such Guarantor has decided that a direct or an indirect benefit will accrue to the such Guarantor by reason of the execution of this Agreement. (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the such Guarantor is or will become, on or after the date hereof, indebted; and (ii) the such Guarantor has received at least a reasonably equivalent value in exchange for entering into the giving of this Agreement; (iii) such Guarantor is solvent on the date hereof and will not cease to be solvent as a result of the giving of this Agreement; (iv) such Guarantor is not engaged in a business or transaction, nor is it about to engage in a business or transaction, for which any property remaining with such Guarantor constitutes an unreasonably small amount of capital; and (v) such Guarantor does not intend to incur debts that will be beyond such Guarantor’s ability to pay as such debts mature.