Common use of Confirmation of Representations and Warranties Clause in Contracts

Confirmation of Representations and Warranties. Each Borrower hereby represents and warrants, on and as of the First Amendment Effective Date, that (i) the representations and warranties applicable to such Borrower contained in Article V of the Existing Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the First Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) this Amendment has been duly authorized, executed and delivered by such Borrower and constitutes the legal, valid and binding obligation of such Borrower enforceable against it in accordance with its terms, subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally, (iii) no Default shall have occurred and be continuing, both immediately before and after giving effect to the applicable provisions of this Amendment, and (iv) the Borrowers have heretofore furnished to the Administrative Agent true and complete copies of the Merger Agreement (including all publicly available exhibits and schedules) and all amendments, modifications and waivers relating thereto, in each case as in effect on the First Amendment Effective Date.

Confirmation of Representations and Warranties. Each Borrower Credit Party hereby represents and warrants, on and as of the First Consent Effective Date and the Amendment Effective Date, that (i) the representations and warranties applicable to such Borrower contained in Article V of the Existing Credit Agreement and in the other Loan Credit Documents are true and correct in all material respects on and as of the First Consent Effective Date and the Amendment Effective Date, with both immediately before and after giving effect to this Amendment (except to the same effect as though made on extent any such date (unless representation or warranty is expressly stated to relate solely to an earlier have been made as of a specific date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier date), (ii) this Amendment has been duly authorized, executed and delivered by such Borrower Credit Party and constitutes the legal, valid and binding obligation of such Borrower Credit Party enforceable against it in accordance with its terms, subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally, (iii) no Default or Event of Default shall have occurred and be continuingcontinuing on the Consent Effective Date and the Amendment Effective Date, both immediately before and after giving effect to the applicable provisions of this Amendment, and (iv) the Borrowers Credit Parties have heretofore furnished to the Administrative Agent true and complete copies of the Merger Amalgamation Agreement (including all publicly available exhibits and schedules) and all amendments, modifications and waivers relating theretothereto (collectively, the “Amalgamation Documents”) and (v) as of the Amendment Effective Date, none of the Amalgamation Documents has been amended, modified or supplemented, nor any condition or provision thereof waived, in each case in a manner materially adverse to the Lenders other than as approved by the Administrative Agent, and each such Amalgamation Document is in effect on the First Amendment Effective Datefull force and effect.

Confirmation of Representations and Warranties. Each Borrower The Borrowers hereby represents represent and warrantswarrant, on the date hereof and as of the First Sixth Amendment Effective Date, that (i) the representations and warranties applicable to such Borrower contained in Article V of the Existing Credit Agreement and in the other Loan Credit Documents are true and correct in all material respects on and as of such date, both immediately before and after giving effect to this Amendment (except to the First Amendment Effective Date, with the same effect as though made on extent that: (X) any such date (unless representation or warranty is expressly stated to relate solely to an earlier have been made as of a specific date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier date; and (Y) the representations and warranties contained Section 5.10 of the Credit Agreement are not true and correct as a result of the items set forth in Borrowers’ SEC Form 8-K dated January 27, 2010 with respect to Borrowers’ refund anticipation loan program), (ii) this Amendment has been duly authorized, executed and delivered by such Borrower the Borrowers and constitutes the legal, valid and binding obligation of such Borrower the Borrowers enforceable against it in accordance with its terms, subject to except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles of equity good faith and fair dealing (regardless of whether considered in a proceeding enforcement is sought in equity or at law) ); and to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally, (iii) no Default or Event of Default shall have occurred and be continuing, both immediately before and after giving effect to the applicable provisions of this Amendment, and (iv) the Borrowers have heretofore furnished to the Administrative Agent true and complete copies of the Merger Agreement (including all publicly available exhibits and schedules) and all amendments, modifications and waivers relating thereto, in each case as in effect continuing on the First Sixth Amendment Effective Date.

Confirmation of Representations and Warranties. Each Borrower Credit Party hereby represents and warrants, on and as of the First Second Amendment Effective Date, that (i) the representations and warranties applicable to such Borrower contained in Article V of the Existing Credit Agreement and in the other Loan Credit Documents are true and correct in all material respects on and as of the First Second Amendment Effective Date, with both immediately before and after giving effect to this Amendment (except to the same effect as though made on extent any such date (unless representation or warranty is expressly stated to relate solely to an earlier have been made as of a specific date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier date), (ii) this Amendment has been duly authorized, executed and delivered by such Borrower Credit Party and constitutes the legal, valid and binding obligation of such Borrower Credit Party enforceable against it in accordance with its terms, subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally, (iii) no Default or Event of Default shall have occurred and be continuingcontinuing on the Second Amendment Effective Date, both immediately before and after giving effect to the applicable provisions of this Amendment, and (iv) the Borrowers Credit Parties have heretofore furnished to the Administrative Agent true and complete copies of the Merger Amalgamation Agreement (including all publicly available exhibits and schedules) and all amendments, modifications and waivers relating theretothereto (collectively, the “Amalgamation Documents”) and (v) as of the Second Amendment Effective Date, none of the Amalgamation Documents has been amended, modified or supplemented, nor any condition or provision thereof waived, in each case in a manner materially adverse to the Lenders other than as approved by the Administrative Agent, and each such Amalgamation Document is in effect on the First Amendment Effective Datefull force and effect.

Confirmation of Representations and Warranties. Each Borrower The Borrowers hereby represents represent and warrantswarrant, on the date hereof and as of the First Fourth Amendment Effective Date, that (i) the representations and warranties applicable to such Borrower contained in Article V of the Existing Credit Agreement and in the other Loan Credit Documents are true and correct in all material respects on and as of such date, both immediately before and after giving effect to this Amendment (except to the First Amendment Effective Date, with the same effect as though made on extent that: (X) any such date (unless representation or warranty is expressly stated to relate solely to an earlier have been made as of a specific date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier date; and (Y) the representations and warranties contained Section 5.10 of the Credit Agreement are not true and correct as a result of the items set forth in Borrowers’ SEC Form 8-K dated January 27, 2010 with respect to Borrowers’ refund anticipation loan program), (ii) this Amendment has been duly authorized, executed and delivered by such Borrower the Borrowers and constitutes the legal, valid and binding obligation of such Borrower the Borrowers enforceable against it in accordance with its terms, subject to except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, by general equitable principles or by principles of equity good faith and fair dealing (regardless of whether considered in a proceeding enforcement is sought in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally, (iii) no Default or Event of Default shall have occurred and be continuingcontinuing on the Fourth Amendment Effective Date, both immediately before and after giving effect to the applicable provisions of this Amendment, and (iv) the Borrowers have heretofore furnished to the Administrative Agent true and complete copies of the Merger Agreement (including all publicly available exhibits and schedules) and all amendments, modifications and waivers relating thereto, in each case as in effect on the First Amendment Effective Date.

Confirmation of Representations and Warranties. Each Borrower hereby represents and warrants, on and as of the First Second Amendment Effective Date, that (i) the representations and warranties applicable to such Borrower contained in Article V of the Existing Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the First Second Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) this Amendment has been duly authorized, executed and delivered by such Borrower and constitutes the legal, valid and binding obligation of such Borrower enforceable against it in accordance with its terms, subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally, and (iii) no Default shall have occurred and be continuing, both immediately before and after giving effect to the applicable provisions of this Amendment, and (iv) the Borrowers have heretofore furnished to the Administrative Agent true and complete copies of the Merger Agreement (including all publicly available exhibits and schedules) and all amendments, modifications and waivers relating thereto, in each case as in effect on the First Amendment Effective Date.