Common use of Further Agreements and Representations Clause in Contracts

Further Agreements and Representations. Each Borrower does hereby: ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Credit Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; covenant and agree to perform all of such Borrower's obligations under the Credit Agreement and the other Loan Documents, as amended; acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations or the enforcement of any of the terms of the Credit Agreement or of the other Loan Documents, as amended; acknowledge and agree that all representations and warranties of such Borrower contained in the Credit Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of Section 4.02 of the Credit Agreement, the representations and warranties contained in the subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; represent and warrant that no Default or Event of Default exists; covenant and agree that such Borrower's failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Credit Agreement and each of the other Loan Documents; and acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Credit Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Administrative Agent or any other Lender in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Administrative Agent and Lenders are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each The Borrower does and the Guarantors do hereby: (i) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended herebyand modified by this Third Amendment, the Credit Agreement Agreement, the Notes, the Guaranties, and the all other Loan Documents are continue to be valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; covenant and agree to perform all of such Borrower's obligations under the Credit Agreement and the other Loan Documents, as amended; (ii) acknowledge and agree that that, as of the date hereof, such none of the Borrower or any of the Guarantors has no any defense, set-off, counterclaim or challenge against the payment of any Obligations sums due and owing to the Administrative Agent or any Lender or the enforcement of any of the terms of the Credit Agreement or Agreement, the Guaranties and/or any of the other Loan Documents, as amended; (iii) acknowledge and agree that all representations and warranties of such the Borrower and the Guarantors contained in the Credit Agreement and/or Agreement, the Guaranties, and the other Loan Documents, as amended, Documents are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent that any such representations and warranties specifically refer representation or warranty is by its terms limited to an earlier date, a certain date or dates in which case they are true it remains true, accurate and correct as of such earlier datedate or dates and that, and except that for purposes with the exception of Section 4.02 of the Credit Agreement, the representations and warranties contained in the subsections (a) the Amended and Restated Certificate of Incorporation of the Borrower filed with the Office of the Secretary of State of the State of Delaware on October 6, 2009, the current By-Laws of the Borrower, and the Certificate of Ownership and Merger Merging ISO Investment Holdings, Inc., a Delaware corporation, into the Borrower filed with the Office of the Secretary of State of the State of Delaware on June 30, 2010, each of which is attached to a Certificate of Insurance Services Office, Inc., as to Existence, Authorization and Incumbency dated of even date herewith and delivered as of the date hereof to the Administrative Agent, and (b) the Amended and Restated Certificate of Section 5.05 Incorporation of Verisk Analytics filed with the Office of the Credit Agreement shall be deemed to refer Secretary of State of the State of Delaware on October 6, 2009, which has been previously delivered to the most recent statements furnished pursuant to clauses (a) Administrative Agent, none of the corporate governing documents of the Borrower or the Guarantors have been amended, modified or supplemented since the date of the execution and (b), respectively, of Section 6.01 delivery of the Credit Agreement; and (iv) represent and warrant that no Default or Event of Default exists; covenant and agree that such Borrower's failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Credit Agreement and each of the other Loan Documents; and acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Credit Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Administrative Agent or any other Lender in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Administrative Agent and Lenders are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations Guarantors have taken all necessary action required by law and warranties by their respective corporate governing documents to execute and deliver this Third Amendment and that such execution and delivery constitutes the legal and validly binding action of such Borrower contained herein in agreeing to the amendments contained in this Amendmententities.

Further Agreements and Representations. Each The Borrower does hereby: and the Guarantors do hereby (i) ratify, confirm confirm, and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyand modified by this Fifth Amendment and the Guaranty Supplement No. 2, the Revolving Credit Agreement Loan Note, as amended and modified up through this Fifth Amendment and the First Allonge, and all other Loan Documents are Documents, in each case as amended and modified up through this Fifth Amendment, continue to be valid, binding and in full force and effect and are valideffect, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; covenant and agree to perform all of such Borrower's obligations under the Credit Agreement and the other Loan Documents, as amended; (ii) acknowledge and agree that that, as of the date hereof, such the Borrower has no defense, set-off, counterclaim counterclaim, or challenge against the payment of any Obligations sums due and owing to the Lender or the enforcement of any of the terms of the Credit Loan Agreement or and/or any of the other Loan Documents, as amended; (iii) acknowledge and agree that all representations and warranties of such the Borrower and the Guarantors contained in the Credit Loan Agreement and/or and the other Loan Documents, as amended, Documents are true, accurate accurate, and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent that any such representations and warranties specifically refer representation or warranty is by its terms limited to an earlier date, a certain date or dates in which case they are true it remains true, accurate, and correct as of such earlier datedate or dates and that none of the corporate documents of the Borrower or the Guarantors have been materially amended, modified, or supplemented since February 12, 2007 (or, in the case of Cinch Connectors and Bel Worksop, since January 29, 2010 and December 7, 2010, respectively), and except that for purposes of Section 4.02 of the Credit Agreement, the representations and warranties contained in the subsections (aiv) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; represent and warrant that no Default or Event of Default exists; covenant and agree that such Borrower's failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Credit Agreement and each of the other Loan Documents; and acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Credit Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Administrative Agent or any other Lender in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Administrative Agent and Lenders are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations Guarantors have taken all necessary action required by law and warranties by their respective corporate governing documents to execute and deliver this Fifth Amendment and that such execution and delivery constitutes the legal and validly binding action of such Borrower contained herein in agreeing to the amendments contained in this Amendmententities.

Further Agreements and Representations. Each The Borrower does and the Guarantors do hereby: (i) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended herebyand modified by this Fourth Amendment, the Credit Agreement Agreement, the Notes, the Guaranties, and the all other Loan Documents are continue to be valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; covenant and agree to perform all of such Borrower's obligations under the Credit Agreement and the other Loan Documents, as amended; (ii) acknowledge and agree that that, as of the date hereof, such none of the Borrower or any of the Guarantors has no any defense, set-off, counterclaim or challenge against the payment of any Obligations sums due and owing to the Administrative Agent or any Lender or the enforcement of any of the terms of the Credit Agreement or Agreement, the Guaranties and/or any of the other Loan Documents, as amended; (iii) acknowledge and agree that all representations and warranties of such the Borrower and the Guarantors contained in the Credit Agreement and/or Agreement, the Guaranties, and the other Loan Documents, as amended, Documents are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof, except (a) to the extent that any such representations and warranties specifically refer representation or warranty is by its terms limited to an earlier date, a certain date or dates in which case they are true it remains true, accurate and correct as of such earlier datedate or dates, and except that for purposes of Section 4.02 of the Credit Agreement, the representations and warranties contained in the subsections (a) and or (b) of Section 5.05 to the extent any such representation or warranty references or incorporates by reference any of the Credit Agreement updated Schedules attached to this Fourth Amendment, in which case such representation or warranty shall be deemed to incorporate and refer to such updated Schedules, rather than the most recent statements furnished pursuant corresponding Schedules originally attached to clauses the Original Credit Agreement, and that, with the exception of (a1) the Amended and Restated Certificate of Incorporation of the Borrower filed with the Office of the Secretary of State of the State of Delaware on October 6, 2009, the current By-Laws of the Borrower, and the Certificate of Ownership and Merger Merging ISO Investment Holdings, Inc., a Delaware corporation, into the Borrower filed with the Office of the Secretary of State of the State of Delaware on June 30, 2010, each of which is attached to a Certificate of Insurance Services Office, Inc., as to Existence, Authorization and Incumbency dated of even date herewith and delivered as of the date hereof to the Administrative Agent, and (b)2) the Amended and Restated Certificate of Incorporation of Verisk Analytics filed with the Office of the Secretary of State of the State of Delaware on October 6, respectively2009, which has been previously delivered to the Administrative Agent, none of Section 6.01 the corporate governing documents of the Borrower or the Guarantors have been amended, modified or supplemented since the date of the execution and delivery of the Credit Agreement; and (iv) represent and warrant that no Default or Event of Default exists; covenant and agree that such Borrower's failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Credit Agreement and each of the other Loan Documents; and acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Credit Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Administrative Agent or any other Lender in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Administrative Agent and Lenders are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations Guarantors have taken all necessary action required by law and warranties by their respective corporate governing documents to execute and deliver this Fourth Amendment and that such execution and delivery constitutes the legal and validly binding action of such Borrower contained herein in agreeing to the amendments contained in this Amendmententities.

Further Agreements and Representations. Each The Borrower does hereby: and the Guarantors do hereby (i) ratify, confirm confirm, and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyand modified by this Sixth Amendment, the Revolving Credit Agreement Loan Note, as amended and the modified up through this Sixth Amendment, and all other Loan Documents are Documents, in each case as amended and modified up through this Sixth Amendment, continue to be valid, binding and in full force and effect and are valideffect, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; covenant and agree to perform all of such Borrower's obligations under the Credit Agreement and the other Loan Documents, as amended; (ii) acknowledge and agree that that, as of the date hereof, such the Borrower has no defense, set-off, counterclaim counterclaim, or challenge against the payment of any Obligations sums due and owing to the Lender or the enforcement of any of the terms of the Credit Loan Agreement or and/or any of the other Loan Documents, as amended; (iii) acknowledge and agree that all representations and warranties of such the Borrower and the Guarantors contained in the Credit Loan Agreement and/or and the other Loan Documents, as amended, Documents are true, accurate accurate, and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent that any such representations and warranties specifically refer representation or warranty is by its terms limited to an earlier date, a certain date or dates in which case they are true it remains true, accurate, and correct as of such earlier datedate or dates and that none of the corporate documents of the Borrower or the Guarantors have been materially amended, modified, or supplemented since February 12, 2007 (or, in the case of Cinch Connectors and Bel Worksop, since January 29, 2010 and December 7, 2010, respectively), and except that for purposes of Section 4.02 of the Credit Agreement, the representations and warranties contained in the subsections (aiv) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; represent and warrant that no Default or Event of Default exists; covenant and agree that such Borrower's failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Credit Agreement and each of the other Loan Documents; and acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Credit Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Administrative Agent or any other Lender in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Administrative Agent and Lenders are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations Guarantors have taken all necessary action required by law and warranties by their respective corporate governing documents to execute and deliver this Sixth Amendment and that such execution and delivery constitutes the legal and validly binding action of such Borrower contained herein in agreeing to the amendments contained in this Amendmententities.