Common use of SECTION REPRESENTATIONS AND WARRANTIES Clause in Contracts

SECTION REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Bank that (a) each warranty set forth in Section 9 of the Credit Agreement is true and correct as of the date of the execution and delivery of this Amendment by the Company, with the same effect as if made on such date (except to the extent such 3 representations and warranties expressly refer to an earlier date, in which case they were true and correct as of such earlier date), (b) the execution and delivery by the Company of this Amendment and the performance by the Company of its obligations under the Credit Agreement, as amended hereby (as so amended, the "Amended Credit Agreement"), (i) are within the corporate powers of the Company, (ii) have been duly authorized by all necessary corporate action on the part of the Company, (iii) have received all necessary governmental approval and (iv) do not and will not contravene or conflict with any provision of law or of the charter, by-laws or other organizational documents of the Company or any Subsidiary or of any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding on the Company or any Subsidiary and (c) the Amended Credit Agreement is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies.

SECTION REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Bank Agent and the Lenders that (a) each representation and warranty set forth in Section 9 6 of the Credit Agreement is true and correct as of the date of the execution and delivery of this First Amendment by the CompanyCompany (and assuming the effectiveness hereof), with the same effect as if made on such date (except to the extent such 3 representations and warranties expressly refer to an earlier date, in which case they were shall be true and correct as of such earlier date), ; (b) the execution and delivery by the Company of this First Amendment and the New Notes (as defined below), and the performance by the Company of its obligations under the Credit Agreement, Agreement as amended hereby (as so amended, the "Amended Credit Agreement")) and the New Notes, (i) are within the corporate powers of the Company, (ii) have been duly authorized by all necessary corporate action on the part of the Company, (iii) have received all necessary governmental and regulatory approval and (iv) do not and will not contravene or conflict with with, or result in or require the creation or imposition of any lien under, any provision of law or of the charter, charter or by-laws or other organizational documents of the Company or any Subsidiary or of any agreement, indenture, instrument or other document, or any judgmentinstrument, order or decree, decree which is binding on upon the Company or any Subsidiary Subsidiary; and (c) the Amended Credit Agreement is is, and when executed and delivered the New Notes will be, legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies.

SECTION REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Bank that (a) each warranty set forth in Section 9 of the Credit Agreement is true and correct as of the date of the execution and delivery of this Amendment by the Company, with the same effect as if made on such date (except to the extent such 3 representations and warranties expressly refer to an earlier date, in which case they were true and correct as of such earlier date), (b) the execution and delivery by the Company of this Amendment and the performance by the Company of its obligations under the Credit Agreement, as amended hereby (as so amended, the "Amended Credit Agreement"), (i) are within the corporate powers of the Company, (ii) have been duly authorized by all necessary corporate action on the part of the Company, (iii) have received all necessary governmental approval and (iv) do not and will not contravene or conflict with any provision of law or of the charter, by-laws or other organizational documents of the Company or any Subsidiary or of any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding on the Company or any Subsidiary and (c) the Amended Credit Agreement is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies.