Common use of Representations and Warranties; Etc Clause in Contracts

Representations and Warranties; Etc. The following statements shall be true and the Administrative Agent shall have received a certificate signed by a Responsible Officer, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 5.01 of this Agreement are correct on and as of the Effective Date (except those which are expressly specified to be made as of an earlier date) as though made on and as of such date in all material respects (except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty is true in all respects)); (ii) Since December 31, 2020, neither the Borrower nor any of its Subsidiaries have entered into or consummated any transaction or transactions, and there has occurred no change, including as a result of a Regulatory Change, affecting the business, credit, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, which would have a Material Adverse Effect; (iii) No litigation, proceeding or inquiry before or by any arbitrator or Governmental Authority is continuing or, to the best of the Borrower’s knowledge, threatened which would have a Material Adverse Effect; and (iv) No event has occurred and is continuing which constitutes a Default or Event of Default.

Representations and Warranties; Etc. The following statements shall be true and the Administrative Agent shall have received a certificate signed by a Responsible Officer, dated the Restatement Effective Date, stating that: (i) The representations and warranties contained in Section 5.01 of this Agreement are correct on and as of the Restatement Effective Date (except those which are expressly specified to be made as of an earlier date) as though made on and as of such date in all material respects (except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty is true in all respects)); (ii) Since December 31, 20202019, neither the Borrower nor any of its Subsidiaries have entered into or consummated any transaction or transactions, and there has occurred no change, including as a result of a Regulatory Change, affecting the business, credit, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, which would have a Material Adverse Effect; (iii) No litigation, proceeding or inquiry before or by any arbitrator or Governmental Authority is continuing or, to the best of the Borrower’s knowledge, threatened which would have a Material Adverse Effect; and; (iv) No event has occurred and is continuing which constitutes a Default or Event of Default; and (v) [Reserved].

Representations and Warranties; Etc. The following statements shall be true and the Administrative Agent shall have received a certificate signed by a Responsible Officer, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 5.01 of this Agreement are correct on and as of the Effective Date (except those which are expressly specified to be made as of an earlier date) as though made on and as of such date in all material respects (except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty is true in all respects)); (ii) Since December 31, 2020, neither the Borrower nor any of its Subsidiaries have entered into or consummated any transaction or transactions, and there has occurred no change, including as a result of a Regulatory Change, affecting the business, credit, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, which would have a Material Adverse Effect; (iii) No litigation, proceeding or inquiry before or by any arbitrator or Governmental Authority is continuing or, to the best of the Borrower’s knowledge, threatened which would have a Material Adverse Effect; and; (iv) No event has occurred and is continuing which constitutes a Default or Event of Default; and (v) Setting forth reasonably detailed calculations of the ratio of Funded Debt to Total Capitalization as of the Effective Date, and demonstrating that the Borrower would be in pro forma compliance with the financial covenant set forth in Section 7.03 after giving effect to the Loans to be made on the Effective Date.

Representations and Warranties; Etc. The following statements shall be true and the Administrative Agent shall have received a certificate signed by a Responsible Officer, dated the Effective Date, , (i) stating that: (iA) The the representations and warranties contained in Section 5.01 of this Agreement are correct on and as of the Effective Date (except those which are expressly specified to be made as of an earlier date) as though made on and as of such date in all material respects (except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty is true in all respects)); (iiB) Since since December 31, 20202024, neither the Borrower nor any of its Subsidiaries have entered into or consummated any transaction or transactions, and there has occurred no change, including as a result of a Regulatory Change, affecting the business, credit, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, which would have a Material Adverse Effect; (iiiC) No no litigation, proceeding or inquiry before or by any arbitrator or Governmental Authority is continuing or, to the best of the Borrower’s knowledge, threatened which would have a Material Adverse Effect; and (ivD) No no event has occurred and is continuing which constitutes a Default or Event of Default.

Representations and Warranties; Etc. The following statements shall be true and the Administrative Agent shall have received a certificate signed by a Responsible Officer, dated the Effective Date, , (i) stating that: (iA) The representations and warranties contained in Section 5.01 of this Agreement are correct on and as of the Effective Date (except those which are expressly specified to be made as of an earlier date) as though made on and as of such date in all material respects (except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty is true in all respects)); (iiB) Since December 31, 20202022, neither the Borrower nor any of its Subsidiaries have entered into or consummated any transaction or transactions, and there has occurred no change, including as a result of a Regulatory Change, affecting the business, credit, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, which would have a Material Adverse Effect; (iiiC) No litigation, proceeding or inquiry before or by any arbitrator or Governmental Authority is continuing or, to the best of the Borrower’s knowledge, threatened which would have a Material Adverse Effect; and (ivD) No event has occurred and is continuing which constitutes a Default or Event of Default.

Representations and Warranties; Etc. The following statements shall be true and the Administrative Agent shall have received a certificate signed by a Responsible Officer, dated the Restatement Effective Date, stating that: (i) The representations and warranties contained in Section 5.01 of this Agreement are correct on and as of the Restatement Effective Date (except those which are expressly specified to be made as of an earlier date) as though made on and as of such date in all material respects (except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty is true in all respects)); (ii) Since December 31, 20202019, neither the Borrower nor any of its Subsidiaries have entered into or consummated any transaction or transactions, and there has occurred no change, including as a result of a Regulatory Change, affecting the business, credit, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, which would have a Material Adverse Effect; (iii) No litigation, proceeding or inquiry before or by any arbitrator or Governmental Authority is continuing or, to the best of the Borrower’s knowledge, threatened which would have a Material Adverse Effect; and; (iv) No event has occurred and is continuing which constitutes a Default or Event of Default; and (v) Setting forth reasonably detailed calculations of the ratio of Funded Debt to Total Capitalization as of the most recently ended fiscal quarter for which such calculations are required to be delivered under Section 7.01 of the Existing Credit Agreement and demonstrating that, the Borrower was in compliance with the financial covenant set forth in Section 7.03 of the Existing Credit Agreement as of such fiscal quarter end.

Representations and Warranties; Etc. The following statements shall be true and the Administrative Agent shall have received a certificate signed by a Responsible Officer, dated the Effective Date, , (i) stating that: (iA) The representations and warranties contained in Section 5.01 of this Agreement are correct on and as of the Effective Date (except those which are expressly specified to be made as of an earlier date) as though made on and as of such date in all material respects (except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty is true in all respects)); (iiB) Since December 31, 20202021, neither the Borrower nor any of its Subsidiaries have entered into or consummated any transaction or transactions, and there has occurred no change, including as a result of a Regulatory Change, affecting the business, credit, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, which would have a Material Adverse Effect; (iiiC) No litigation, proceeding or inquiry before or by any arbitrator or Governmental Authority is continuing or, to the best of the Borrower’s knowledge, threatened which would have a Material Adverse Effect; and (ivD) No event has occurred and is continuing which constitutes a Default or Event of Default; and (ii) setting forth reasonably detailed calculations of the ratio of Funded Debt to Total Capitalization as of the Effective Date, and demonstrating that the Borrower would be in pro forma compliance with the financial covenant set forth in Section 7.03 after giving effect to the Loans to be made on the Effective Date.

Representations and Warranties; Etc. The following statements shall be true and the Administrative Agent shall have received a certificate signed by a Responsible Officer, dated the Effective Date, , (i) stating that: (iA) The the representations and warranties contained in Section 5.01 of this Agreement are correct on and as of the Effective Date (except those which are expressly specified to be made as of an earlier date) as though made on and as of such date in all material respects (except for any representation or warranty that is qualified by materiality or reference to Material Adverse Effect (in which case such representation or warranty is true in all respects)); (iiB) Since since December 31, 20202023, neither the Borrower nor any of its Subsidiaries have entered into or consummated any transaction or transactions, and there has occurred no change, including as a result of a Regulatory Change, affecting the business, credit, operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, which would have a Material Adverse Effect; (iiiC) No no litigation, proceeding or inquiry before or by any arbitrator or Governmental Authority is continuing or, to the best of the Borrower’s knowledge, threatened which would have a Material Adverse Effect; and (ivD) No no event has occurred and is continuing which constitutes a Default or Event of Default.