Common use of Acquisition Documents Clause in Contracts

Acquisition Documents. (i) No party to any Acquisition Document is in default on any of its obligations under such Acquisition Document, (ii) all representations and warranties made by the Borrowers in the Acquisition Documents to which they are a party and in the certificates delivered in connection therewith are true and correct as of the date hereof and, to the best knowledge of the Borrowers, all material representations and warranties made in the Acquisition Documents by or on behalf of the Sellers, or any other party thereto other than the Borrowers, are true and correct as of the date hereof, (iii) all written information with respect to the Loan Parties and the Acquisition, and, to the best knowledge of the Loan Parties, the Acquisition Assets acquired in connection with the Acquisition, furnished to Agents by the Loan Parties or on behalf of the Loan Parties, were, at the time the same were so furnished, complete and correct, or have been subsequently supplemented by other written information, to the extent necessary to give Agents and Lenders a true and accurate knowledge of the subject matter of each of them in relation to Borrowers, the Acquisition, and the Acquisition Assets acquired in connection with the Acquisition, (iv) no representation, warranty or statement made by the Loan Parties or, to their best knowledge, the Sellers or any other party thereto other than the Loan Parties, at the time they were made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition, the applicable Loan Parties is acquiring the Acquisition Assets, and, on the date hereof, after giving effect to the transactions contemplated by this Agreement, by the Acquisition Agreement and by the other Acquisition Documents and Loan Documents, will have good title to such Acquisition Assets free and clear of all Liens other than Permitted Liens.

Acquisition Documents. (ia) No party The Borrower has delivered to any the Lenders and the Administrative Agent true, complete and correct copies of each of the Acquisition Document is in default Documents and the Curamik Documents (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof, each of which are set forth on SCHEDULE 3.22. None of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been consented to by the Lenders and no consent or waiver has been granted by the Borrower thereunder. Each of the Acquisition Documents has been duly executed and delivered by the Loan Party thereto and each other party thereto and is a legal, valid and binding obligation of such Loan Party and each other party thereto enforceable, in all material respects, in accordance with its obligations under such Acquisition Documentterms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally and by general equitable principles (iiwhether enforcement is sought by proceedings in equity or at law). (b) all The representations and warranties made by of the Borrowers in Borrower and each other party to the Acquisition Documents to which they are a party and in the certificates delivered in connection therewith are true and correct in all material respects on the Closing Date as if made on and as of the date hereof and, to the best knowledge of the Borrowers, all material such date. Such representations and warranties made in warranties, together with the definitions of all defined terms used therein, are by this reference deemed incorporated herein MUTATIS MUTANDIS, and each Lender is entitled to rely on the accuracy of such representations and warranties. (c) Each party to the Acquisition Documents by or has complied in all material respects with all terms and provisions contained therein on behalf of the Sellers, or any other party thereto other than the Borrowers, are true and correct as of the date hereof, (iii) all written information with respect its part to the Loan Parties and the Acquisition, and, to the best knowledge of the Loan Parties, the Acquisition Assets acquired in connection with the Acquisition, furnished to Agents by the Loan Parties or on behalf of the Loan Parties, were, at the time the same were so furnished, complete and correct, or have been subsequently supplemented by other written information, to the extent necessary to give Agents and Lenders a true and accurate knowledge of the subject matter of each of them in relation to Borrowers, the Acquisition, be observed and the Acquisition Assets acquired has been duly consummated in connection accordance with the Acquisition, (iv) no representation, warranty or statement made by the Loan Parties or, to their best knowledge, the Sellers or any other party thereto other than the Loan Parties, at the time they were made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light terms of the circumstances in which they were made, and (v) in connection with the Acquisition, the applicable Loan Parties is acquiring the Acquisition Assets, and, on the date hereof, after giving effect to the transactions contemplated by this Agreement, by the Acquisition Agreement and by the other Acquisition Documents and Loan Documents, will have good title to such Acquisition Assets free and clear of all Liens other than Permitted Liens.

Acquisition Documents. (a) (i) No party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, (ii) all representations and warranties made by the Borrowers any Credit Party in the Acquisition Documents to which they are a party and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of the Borrowerseach Credit Party, all material representations and warranties made in the Acquisition Documents by or on behalf of the Sellers, Seller or any other party thereto other than the Borrowersa Credit Party, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Loan Parties and the Acquisition, and, Acquisition Transaction furnished to the best knowledge of the Loan Parties, the Acquisition Assets acquired in connection with the Acquisition, furnished to Agents Agent by the Loan Parties any Credit Party or on behalf of the Loan Partiesany Credit Party, werewas, at the time the same were was so furnished, complete and correctcorrect in all material respects, or have has been subsequently supplemented by other written information, to the extent necessary to give Agents and Lenders a the Lender Group true and accurate knowledge of the subject matter of each of them in relation to Borrowers, the Acquisition, and the Acquisition Assets acquired in connection with the Acquisitionthereof, (iv) no representation, warranty or statement made by the Loan Parties any Credit Party or, to their the best knowledgeknowledge of each Credit Party, the Sellers Seller or any other party thereto other than the Loan Partiesa Credit Party, at the time they were made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the AcquisitionAcquisition Transaction, the applicable Loan Parties is Ascendia Brands and Lander Intangibles are acquiring the Acquisition Acquired Assets, and, on the date hereof, after giving effect to the transactions contemplated by this Agreement, by the Acquisition Agreement and by the other Acquisition Documents and Loan Documents, will have good title to such Acquisition Assets the Acquired Assets, free and clear of all Liens other than Permitted Liens. (i) The Credit Parties have delivered to the Agent complete and correct copies of all of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of the Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents have been duly authorized by all necessary action on the part of each Credit Party who is a party thereto and, to the best knowledge of each Credit Party, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities and any other Persons required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Credit Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, (ix) the Credit Parties did not incur or assume any liabilities or obligations pursuant to or in connection with the Acquisition Transaction other than those liabilities and obligations set forth in the Acquisition Agreement, and (x) each Acquisition Document is the legal, valid and binding obligation of each Credit Party who is a party thereto and, to the best knowledge of each Credit Party, the other parties thereto, enforceable against such Persons in accordance with its terms.

Acquisition Documents. Notwithstanding anything to the contrary, (ia)(i) No party to any Descartes and Fermat shall cooperate to, as promptly as practicable and in good faith, finalize in definitive form each Acquisition Document that is in default on any term sheet form as attached to this Agreement, such that the definitive form of its obligations under each such Acquisition DocumentDocument may be executed and delivered by the applicable parties at the Closing, (ii) all representations each such Acquisition Document shall contain the terms set forth in the applicable term sheet and warranties made such other terms as mutually agreed by the Borrowers in the Acquisition Documents to which they are a party parties, acting reasonably and in good faith, and as are customary (and not inconsistent with the certificates delivered in connection therewith are true and correct as terms set forth on the applicable term sheet) for agreements of the date hereof and, to the best knowledge of the Borrowers, all material representations and warranties made in the Acquisition Documents by or on behalf of the Sellers, or any other party thereto other than the Borrowers, are true and correct as of the date hereofnature contemplated thereby, (iii) if the applicable parties are unable to reach agreement on any material term or condition of any such Acquisition Document (to the extent not already set forth in a term sheet attached hereto) such that a definitive agreement is not executed and delivered at the time of Closing, the Closing shall not be delayed but instead the applicable term sheet shall become a binding obligation as the applicable Acquisition Document contemplated hereunder and shall remain in effect until a definitive agreement replacing such term sheet has been mutually negotiated and executed by all written information parties thereto and (b) with respect to each other Acquisition Document (other than this Agreement), the Loan Parties applicable parties shall execute and deliver such agreement at the AcquisitionClosing in accordance with the terms hereof, andwith only such ministerial additions, deletions and modifications as necessary for the parties, acting in good faith and reasonably, to complete the best knowledge of the Loan Parties, the Acquisition Assets acquired in connection with the Acquisition, furnished to Agents missing terms contemplated by the Loan Parties form to be completed by the parties or on behalf of to correct any scrivener’s errors, unless further changes are mutually agreed by the Loan Partiesapplicable parties (provided, were, at that the time the same were so furnished, complete parties shall act reasonably and correct, or have been subsequently supplemented by in good faith in discussing further clarifications around any such other written information, Acquisition Document if and to the extent necessary to give Agents and Lenders a true and accurate knowledge of the subject matter of each of them in relation to Borrowers, the Acquisition, and the Acquisition Assets acquired in connection with the Acquisition, (iv) no representation, warranty or statement made by the Loan Parties or, to their best knowledge, the Sellers or any other party thereto other than the Loan Parties, at the time they were made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition, the applicable Loan Parties is acquiring the Acquisition Assets, and, on the date hereof, after giving effect to the transactions contemplated by this Agreement, by the Acquisition Agreement and reasonably requested by the other Acquisition Documents and Loan Documentsparty; provided, will have good title that not agreeing to any such Acquisition Assets free and clear of all Liens other than Permitted Liens.further clarifications shall

Acquisition Documents. Notwithstanding anything to the contrary, (ia)(i) No party to any Descartes and Fermat shall cooperate to, as promptly as practicable and in good faith, finalize in definitive form each Acquisition Document that is in default on any term sheet form as attached to this Agreement, such that the definitive form of its obligations under each such Acquisition DocumentDocument may be executed and delivered by the applicable parties at the Closing, (ii) all representations each such Acquisition Document shall contain the terms set forth in the applicable term sheet and warranties made such other terms as mutually agreed by the Borrowers in the Acquisition Documents to which they are a party parties, acting reasonably and in good faith, and as are customary (and not inconsistent with the certificates delivered in connection therewith are true and correct as terms set forth on the applicable term sheet) for agreements of the date hereof and, to the best knowledge of the Borrowers, all material representations and warranties made in the Acquisition Documents by or on behalf of the Sellers, or any other party thereto other than the Borrowers, are true and correct as of the date hereofnature contemplated thereby, (iii) if the applicable parties are unable to reach agreement on any material term or condition of any such Acquisition Document (to the extent not already set forth in a term sheet attached hereto) such that a definitive agreement is not executed and delivered at the time of Closing, the Closing shall not be delayed but instead the applicable term sheet shall become a binding obligation as the applicable Acquisition Document contemplated hereunder and shall remain in effect until a definitive agreement replacing such term sheet has been mutually negotiated and executed by all written information parties thereto and (b) with respect to each other Acquisition Document (other than this Agreement), the Loan Parties applicable parties shall execute and deliver such agreement at the AcquisitionClosing in accordance with the terms hereof, andwith only such ministerial additions, deletions and modifications as necessary for the parties, acting in good faith and reasonably, to complete the best knowledge of the Loan Parties, the Acquisition Assets acquired in connection with the Acquisition, furnished to Agents missing terms contemplated by the Loan Parties form to be completed by the parties or on behalf of to correct any scrivener’s errors, unless further changes are mutually agreed by the Loan Partiesapplicable parties (provided, were, at that the time the same were so furnished, complete parties shall act reasonably and correct, or have been subsequently supplemented by in good faith in discussing further clarifications around any such other written information, Acquisition Document if and to the extent necessary to give Agents and Lenders a true and accurate knowledge of the subject matter of each of them in relation to Borrowers, the Acquisition, and the Acquisition Assets acquired in connection with the Acquisition, (iv) no representation, warranty or statement made by the Loan Parties or, to their best knowledge, the Sellers or any other party thereto other than the Loan Parties, at the time they were made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition, the applicable Loan Parties is acquiring the Acquisition Assets, and, on the date hereof, after giving effect to the transactions contemplated by this Agreement, by the Acquisition Agreement and reasonably 1414958.12A-NYCSR03A - MSW requested by the other Acquisition Documents party; provided, that not agreeing to any such further clarifications shall not, in and Loan Documentsof itself, will have be deemed a breach hereof or impact the closing conditions set forth in Article VII or otherwise delay the Closing hereunder); provided, further that the parties agree that the schedules and exhibits to the Ag Cross Transition Services Agreement and H&N Cross Transition Services Agreement shall be completed by the parties, acting reasonably and in good title to faith, with such Acquisition Assets free terms as are customary for agreements of the nature contemplated thereby and clear of all Liens other than Permitted Liensotherwise consistent with the terms hereof.

Acquisition Documents. (ia) No party The Borrower has delivered to any --------------------- the Lenders and the Administrative Agent true, complete and correct copies of each of the Acquisition Document is in default on Documents (including all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof. None of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been consented to by the Lenders and no consent or waiver has been granted by the Borrower thereunder. Each of the Acquisition Documents has been duly executed and delivered by the Borrower and each other party thereto and is a legal, valid and binding obligation of the Borrower and each other party thereto enforceable, in all material respects, in accordance with its obligations under such Acquisition Documentterms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally and by general equitable principles (iiwhether enforcement is sought by proceedings in equity or at law). (b) all The representations and warranties made by the Borrowers in Borrower and each other party to the Acquisition Documents to which they are a party and in the certificates delivered in connection therewith are true and correct in all material respects on the Closing Date as if made on and as of the such date hereof and(disregarding, for purposes of this Agreement, any references in such representations to the best knowledge phrase "the Seller's knowledge" and "by which we are aware" (or words of the Borrowers, all material similar import). Such representations and warranties made in warranties, together with the definitions of all defined terms used therein, are by this reference deemed incorporated herein mutatis mutandis, and each Lender is entitled to rely on the accuracy of such ------- -------- representations and warranties. (c) Each party to the Acquisition Documents by or has complied in all material respects with all terms and provisions contained therein on behalf of the Sellers, or any other party thereto other than the Borrowers, are true and correct as of the date hereof, (iii) all written information with respect its part to the Loan Parties and the Acquisition, and, to the best knowledge of the Loan Parties, the Acquisition Assets acquired in connection with the Acquisition, furnished to Agents by the Loan Parties or on behalf of the Loan Parties, were, at the time the same were so furnished, complete and correct, or have been subsequently supplemented by other written information, to the extent necessary to give Agents and Lenders a true and accurate knowledge of the subject matter of each of them in relation to Borrowers, the Acquisition, be observed and the Acquisition Assets acquired has been duly consummated in connection accordance with the Acquisition, (iv) no representation, warranty or statement made by the Loan Parties or, to their best knowledge, the Sellers or any other party thereto other than the Loan Parties, at the time they were made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light terms of the circumstances in which they were made, and (v) in connection with the Acquisition, the applicable Loan Parties is acquiring the Acquisition Assets, and, on the date hereof, after giving effect to the transactions contemplated by this Agreement, by the Acquisition Agreement and by the other Acquisition Documents and Loan Documents, will have good title to such Acquisition Assets free and clear of all Liens other than Permitted Liens.

Acquisition Documents. (i) No party to any Acquisition Document is in default on any The Parent will, and will procure that each of its obligations Subsidiaries will, take all reasonable action (having regard to the cost and benefit of doing so) to enforce any material claim it has in relation to the warranties given under the Acquisition Documents and to enforce all other rights and entitlements it may have under the Acquisition Documents, unless the Majority Banks otherwise consent (such Acquisition Documentconsent not to be unreasonably withheld) save where the directors of the relevant company (acting reasonably) confirm that in their opinion it would be detrimental to the company (or its business) so to do, or where the Parent provides a copy of legal advice to the Facility Agent from a reputable law firm or an opinion of counsel (or such other evidence as may be reasonably satisfactory to the Facility Agent) confirming that the relevant member of the Group is unlikely to be successful in enforcing such a claim or, if it did so, the proceeds of such a claim would be unlikely to be materially more than the costs incurred by the Group in making such claim. (ii) all representations Except as permitted pursuant to Clause 16.2(f)(iii) (Acquisition Documents), the Parent will not and warranties made by will procure that each of its Subsidiaries will not, amend, vary, supplement or waive any of the Borrowers in terms of the Yell Acquisition Documents prior to which they are a party and in or on the certificates delivered in connection therewith are true and correct as Yell Completion Date nor amend, vary, supplement or waive any of the date hereof and, terms of the ▇▇▇▇▇▇ Acquisition Documents prior to or on the ▇▇▇▇▇▇ Completion Date unless in each case it has obtained the prior written consent of the Majority Banks to the best knowledge same, and after the Yell Completion Date or, as the case may be, the ▇▇▇▇▇▇ Completion Date unless such amendment, variation, supplement or waiver is not prejudicial to the Banks or has the prior written consent of the Borrowers, all material representations and warranties made in the Acquisition Documents by or on behalf of the Sellers, or any other party thereto other than the Borrowers, are true and correct as of the date hereof, Majority Banks. (iii) all written information with respect The Parent will not and will procure that each of its Subsidiaries will not, on or prior to the Loan Parties Yell Completion Date (in respect of the Yell Acquisition Documents) and the Acquisition, and, ▇▇▇▇▇▇ Completion Date (in respect of the ▇▇▇▇▇▇ Acquisition Documents) exercise any discretion thereunder or give any consent or waiver thereunder other than a consent or waiver of any condition or conditions under such documentation which consent or waiver is either not prejudicial to the best knowledge Banks and is promptly notified to the Facility Agent, the Original Facilities Mandated Lead Arranger and the Original Facilities Joint Lead Arrangers (in respect of the Loan PartiesYell Acquisition Documents) or to the Facility Agent, the Acquisition Assets acquired Tranche D Mandated Lead Arranger and the Tranche D Joint Lead Arranger (in connection with the Acquisition, furnished to Agents by the Loan Parties or on behalf respect of the Loan Parties, were, at ▇▇▇▇▇▇ Acquisition Documents) or which has the time the same were so furnished, complete and correct, or have been subsequently supplemented by other prior written information, to the extent necessary to give Agents and Lenders a true and accurate knowledge consent of the subject matter of each of them in relation to Borrowers, the Acquisition, and the Acquisition Assets acquired in connection with the Acquisition, Majority Banks. (iv) no representation, warranty or statement made by the Loan Parties or, Without prejudice to their best knowledge, the Sellers or any other party thereto other than the Loan Parties, at the time they were made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement provision of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition, the applicable Loan Parties is acquiring the Acquisition Assets, and, on the date hereof, after giving effect to the transactions contemplated by this Agreement, by the Acquisition Agreement Parent will, and by the other Acquisition Documents will procure that each of its Subsidiaries will, use reasonable endeavours to obtain all Minor Authorisations, Consents and Loan Documents, will have good title to such Acquisition Assets free and clear of all Liens other than Permitted LiensFilings.

Acquisition Documents. (i) No party to any The Acquisition Document is shall have been consummated or shall be consummated simultaneously with the funding of the Loans and the effectiveness of this Agreement in default on any all material respects in accordance with applicable law and the terms of its obligations under such Acquisition Document, (ii) all representations and warranties made by the Borrowers in the Acquisition Documents to which they are a party and in the certificates delivered in connection therewith are true and correct as of the date hereof and, to the best knowledge of the Borrowers, all material representations and warranties made in the Acquisition Documents by or on behalf of the Sellers, or any other party thereto other than the Borrowers, are true and correct as of the date hereof, (iii) all written information with respect to the Loan Parties and the Acquisition, and, to the best knowledge of the Loan Parties, the Acquisition Assets acquired in connection with the Acquisition, furnished to Agents by the Loan Parties or on behalf of the Loan Parties, were, at the time the same were so furnished, complete and correct, or have been subsequently supplemented by other written information, to the extent necessary to give Agents and Lenders a true and accurate knowledge of the subject matter of each of them in relation to Borrowers, the Acquisition, and the Acquisition Assets acquired in connection with the Acquisition, (iv) no representation, warranty or statement made by the Loan Parties or, to their best knowledge, the Sellers or any other party thereto other than the Loan Parties, at the time they were made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition, the applicable Loan Parties is acquiring the Acquisition Assets, and, on the date hereofDocuments, after giving effect to the transactions contemplated any modifications, amendments, consents or waivers not prohibited by this Agreement. The Acquisition Documents shall not have been amended, waived or modified, and no consent shall have been granted thereunder, by the Borrower or any of its Affiliates in a manner materially adverse to the interests of any Arranger or the Lenders without the consent of such Arranger or Lenders (such consent not to be unreasonably withheld, delayed or conditioned) it being understood that (x) the granting of any consent under the Acquisition Agreement Documents that is not materially adverse to the interests of the Arrangers and the Lenders will not otherwise constitute an amendment, modification or waiver of the Acquisition Documents, any increase in the consideration payable by the other Acquisition Documents Borrower for the Acquired TMA Equity Interests will be deemed not to be materially adverse to the interests of the Arrangers and Loan Documents, will have good title the Lenders so long as such increase is not funded by the incurrence of Financial Debt of the Borrower or any of its Subsidiaries and (z) any reduction in the consideration payable by the Borrower for the Acquired TMA Equity Interests shall not be deemed to be materially adverse to the interests of the Arrangers and the Lenders so long as such Acquisition Assets free and clear reduction is applied to reduce the amount of all Liens other than Permitted Liensthe Commitments.

Acquisition Documents. (i) No Borrower is not, and to the best of Borrower’s knowledge, no party to any Acquisition Document is is, in default on any of its material obligations under such Acquisition Document, (ii) all representations and warranties made by the Borrowers Borrower in the Acquisition Documents to which they are a party and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of the BorrowersBorrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Sellers, Seller or any other party thereto other than the BorrowersBorrower, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Loan Parties and the Acquisition, and, Acquisition furnished to the best knowledge of the Loan Parties, the Acquisition Assets acquired in connection with the Acquisition, furnished to Agents Agent by the Loan Parties Borrower or on behalf of the Loan PartiesBorrower, werewas, at the time the same were was so furnished, complete and correctcorrect in all material respects, or have has been subsequently supplemented by other written information, to the extent necessary to give Agents and Lenders a the Lender Group true and accurate knowledge of the subject matter of each of them in relation to Borrowers, the Acquisition, and the Acquisition Assets acquired in connection with the Acquisitionthereof, (iv) no representation, warranty or statement made by the Loan Parties Borrower or, to their the best knowledgeknowledge of Borrower, the Sellers Seller or any other party thereto other than the Loan PartiesBorrower, at the time they were made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition, the applicable Loan Parties Borrower is acquiring the Acquisition AssetsAcquired Stock, and, on the date hereof, after giving effect to the transactions contemplated by this Agreement, by the Acquisition Agreement and by the other Acquisition Documents and Loan Documents, will have good title to such Acquisition Assets the Acquired Stock, free and clear of all Liens other than Permitted Liens. (i) Borrower has delivered to the Agent complete and correct copies of all of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified in any material respect without the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed), (iv) the execution, delivery and performance each of the Acquisition Documents has been duly authorized by all necessary action on the part of Borrower and, to the best knowledge of Borrower, each other Person party thereto, (v) the Acquisition has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities and any other Persons required in order to consummate the Acquisition shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by Borrower pursuant to or in furtherance of the Acquisition have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, (ix) Borrower did not incur or assume any liabilities or obligations pursuant to or in connection with the Acquisition other than those liabilities and obligations set forth in the Acquisition Agreement, and (x) each Acquisition Document is the legal, valid and binding obligation of Borrower and, to the best knowledge of Borrower, the other parties thereto, enforceable against such Persons in accordance with its terms.