In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that:
In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that on the Seventh Amendment Effective Date, both before and after giving effect to this Amendment and the transactions contemplated hereby, (x) no Default or Event of Default shall exist and (y) all of the representations and warranties contained in the Credit Documents shall be true and correct in all material respects, with the same effect as though such representations and warranties had been made on and as of the Seventh Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
In order to induce the Banks to enter into this Consent, the Borrower hereby represents and warrants that:
In order to induce the Banks to enter into this Amendment, the Company hereby represents and warrants that (i) all representations, warranties and agreements contained in Section 5 of the Credit Agreement are true and correct in all material respects on and as of the Amendment Effective Date (as defined below) (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) there exists no Default or Event of Default on the Amendment Effective Date, in each case both before and after giving effect to this Amendment.
In order to induce Buyer to enter into this Amendment, each of the remaining Originators hereby represents and warrants to Buyer (and Administrator as its assignee), that (a) the Facility Termination Date has not occurred under the Sale Agreement; (b) the representations and warranties of such Originator set forth in Article II of the Sale Agreement are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (c) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event.
In order to induce the Lenders to extend credit hereunder, the Borrower hereby absolutely, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the timely payment of any and all of the Obligations. The Borrower further agrees that the due and punctual payment of the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. The Borrower waives presentment to, demand of payment from and protest to the Subsidiary Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Borrower hereunder shall not be affected by (a) the failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce or exercise any right or remedy against any Loan Party under the provisions of this Agreement, of any other Loan Document or otherwise or (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any other Loan Document or any other agreement or the release or other impairment of any Collateral or the release of the Subsidiary Borrower. The Borrower shall be obligated to keep informed of the financial condition of the Subsidiary Borrower; provided that the failure of the Borrower to keep so informed shall not affect its obligations hereunder. The Borrower further agrees that its agreement under this Article IX constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of any Loan Party or any other Person or to any other remedy against any Loan Party. The Administrative Agent and any Lender may at any time and from time to time without the consent of, or notice to, the Borrower, without incurring responsibility to the Borrower, without impairing or releasing the obligations of the Borrower hereunder or under any security provided by the Borrower for performance of its obligations hereunder, upon or without any terms or conditions and in whole or in part: (a) subject to Section 10.02(b), change ...
In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that (i) all representations, warranties and agreements contained in Section 7 of the Credit Agreement are true and correct in all material respects on and as of the Fifth Amendment Effective Date (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (ii) there exists no Default or Event of Default on the Fifth Amendment Effective Date, in each case after giving effect to this Amendment and (iii) the payments required to be made by the Borrower pursuant to the Environmental Noncompliance Settlement could not reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole. Without limiting the foregoing, the Borrower hereby represents and warrants that, other than for the Environmental Noncompliance Settlement, to the best of its knowledge after due inquiry, there are no liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including attorneys' and consultants' fees and disbursements) that are likely to be assessed against the Borrower or any of its Subsidiaries from time to time related to the Environmental Noncompliance that either individually or in the aggregate could reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole.
In order to induce the Landlord to enter into the Lease dated the 12th day of August , 2003 between Orlando Corporation (as Landlord) and The Children's Place (Canada), LP (the "Tenant") by TCP Investment Canada II Corp., General Partner regarding the property municipally known as 0000 Xxxxxx Xxxx, in the City of Mississauga, Province of Ontario (the "Lease") and more particularly described therein, and other good and valuable consideration (the receipt and sufficiency of which consideration is hereby acknowledged) the Indemnifier hereby makes the following Indemnity and agreement (the "Indemnity") with and in favour of the Landlord:
In order to subcontract in other companies, the data processor shall notify in writing the data controller, identifying in a clear and unambiguous manner the subcontracting company and its contact details. The subcontracting may be carried out if the data controller does not object in the term of 4. The subcontractor, which shall also be considered a data processor, shall likewise be obliged to comply with the obligations which are set forth in this agreement for the data processor and with the data controller’s instructions. The original data processor shall regulate the new relationship in order that the new data processor shall be imposed the same terms and conditions (instructions, obligations, security measures …) and formalities, regarding the appropriate processing of personal data and the guarantee of the data subjects’ rights. In case
In order to. INDUCE THE CREDIT PARTIES TO ENTER INTO THIS AGREEMENT, EACH OF THE OBLIGORS FOREVER RELEASES AND DISCHARGES EACH OF THE CREDIT PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, SUITS AND DAMAGES (INCLUDING CLAIMS FOR ATTORNEYS’ FEES AND COSTS) WHICH ANY OF THE OBLIGORS, JOINTLY OR SEVERALLY, EVER HAD OR MAY NOW HAVE AGAINST ANY OF THE RELEASED PARTIES FOR ANY CLAIMS ARISING OUT OF OR RELATED IN ANY WAY TO THE OBLIGATIONS, THE LOAN DOCUMENTS, THIS AGREEMENT OR THE ADMINISTRATION THEREOF, WHETHER KNOWN OR UNKNOWN, INCLUDING BUT NOT LIMITED TO ANY AND ALL CLAIMS BASED UPON OR RELYING ON ANY ALLEGATIONS OR ASSERTIONS OF DURESS, ILLEGALITY, UNCONSCIONABILITY, BAD FAITH, BREACH OF CONTRACT, REGULATORY VIOLATIONS, NEGLIGENCE, MISCONDUCT, OR ANY OTHER TORT, CONTRACT OR REGULATORY CLAIM OF ANY KIND OR NATURE. THIS RELEASE IS INTENDED TO BE FINAL AND IRREVOCABLE AND IS NOT SUBJECT TO THE SATISFACTION OF ANY CONDITIONS OF ANY KIND.