Common use of No Default; Representations and Warranties, etc Clause in Contracts

No Default; Representations and Warranties, etc. The Company hereby represents, warrants and confirms that: (a) the representations and warranties of the Company contained in Article 3 of the Securities Purchase Agreement are true and correct on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date); (b) after giving effect to this Amendment, the Company is in compliance with all of the terms and provisions set forth in the Securities Purchase Agreement and the other Subordinated Debt Documents; (c) after giving effect to this Amendment, no Event of Default (as defined in the Notes) has occurred and is continuing; and (d) the execution, delivery and performance by the Company of this Amendment (i) have been duly authorized by all necessary action on the part of the Company, (ii) will not violate any applicable law or regulation or the organizational documents of the Company or any of its subsidiaries, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding on the Company or any of its assets, including without limitation, the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), and (iv) do not require any consent, waiver or approval of or by any person (other than the Purchasers) which has not been obtained.

No Default; Representations and Warranties, etc. The Company Borrowers hereby representsrepresent, warrants warrant and confirms confirm that: (a) the representations and warranties of the Company Credit Parties contained in Article 3 5 of the Securities Purchase Credit Agreement are true and correct on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date); (b) after giving effect to this Amendment, the Company is Borrowers are in compliance with all of the terms and provisions set forth in the Securities Purchase Credit Agreement and the other Subordinated Debt Loan Documents; (c) after giving effect to this Amendment, no Event of Default (as defined in the Notes) has occurred and is continuing; and (d) the execution, delivery and performance by the Company Borrowers of this Amendment (i) have been duly authorized by all necessary action on the part of the CompanyBorrowers, (ii) will not violate any applicable law or regulation or the organizational documents of the Company or any of its subsidiariesBorrower, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding on the Company any Borrower or any of its assets, including without limitation, the Credit Agreement or any other Loan Document (as defined in the Credit Agreement)Subordinated Debt Document, and (iv) do not require any consent, waiver or approval of or by any person Person (other than the PurchasersLender) which has not been obtained.

No Default; Representations and Warranties, etc. The Company hereby represents, warrants and confirms that: (a) the representations and warranties of the Company contained in Article 3 of the Securities Purchase Agreement Agreement, as amended by this Amendment, are true and correct on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date); (b) after giving effect to this Amendment, the Company is in compliance with all of the terms and provisions set forth in the Securities Purchase Agreement and the other Subordinated Debt Documents; (c) after giving effect to this Amendment, no Event of Default (as defined in the Notes) has occurred and is continuing; and (d) the execution, delivery and performance by the Company of this Amendment (i) have been duly authorized by all necessary action on the part of the Company, (ii) will not violate any applicable law or regulation or the organizational documents of the Company or any of its subsidiaries, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding on the Company or any of its assets, including without limitation, the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), and (iv) do not require any consent, waiver or approval of or by any person (other than the Purchasers) which has not been obtained.

No Default; Representations and Warranties, etc. The Company hereby represents, Each of the Borrowers represents and warrants to the Lenders and confirms that: the Administrative Agent that as of the date hereof (a) the representations and warranties of the Company Credit Parties contained in Article 3 III of the Securities Purchase Credit Agreement are true and correct on and in all material respects as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date); (b) after giving effect to this Amendment, the Company is Borrowers are in compliance in all material respects with all of the terms and provisions set forth in the Securities Purchase Credit Agreement and the other Subordinated Debt DocumentsFinancing Documents to be observed or performed by them thereunder; (c) after giving effect to this Amendment, no Default or Event of Default (as defined in the Notes) has shall have occurred and is be continuing; and (d) the execution, delivery and performance by the Company Borrowers of this Amendment (i) have been duly authorized by all necessary corporate and, if required, shareholder action on the part of the CompanyBorrowers, (ii) will not violate any applicable law or regulation or the organizational documents of the Company or any of its subsidiariesBorrower, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding on the Company any Borrower or any of its assets, including without limitation, the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), assets and (iv) do not require any consent, waiver or approval of or by any person Person (other than the PurchasersAdministrative Agent and the Lenders) which has not been obtained.

No Default; Representations and Warranties, etc. The Company Borrowers hereby representsrepresent, warrants warrant and confirms confirm that: (a) the representations and warranties of the Company Credit Parties contained in Article 3 5 of the Securities Purchase Credit Agreement are true and correct on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date); (b) after giving effect to this Amendment, the Company is Borrowers are in compliance with all of the terms and provisions set forth in the Securities Purchase Credit Agreement and the other Subordinated Debt Loan Documents; (c) after giving effect to this Amendment, no Event of Default (as defined in the Notes) has occurred and is continuing; and (d) the execution, delivery and performance by the Company Borrowers of this Amendment (i) have been duly authorized by all necessary action on the part of the CompanyBorrowers, (ii) will not violate any applicable law or regulation or the organizational documents of the Company or any of its subsidiariesBorrower, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding on the Company any Borrower or any of its assets, including without limitation, the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), and (iv) do not require any consent, waiver or approval of or by any person Person (other than the PurchasersLender) which has not been obtained.

No Default; Representations and Warranties, etc. The Company Loan Parties hereby representsrepresent, warrants warrant and confirms confirm that: (a) the after giving effect to this Amendment all representations and warranties of the Company contained Loan Parties in Article 3 of the Securities Purchase Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) after giving effect to this Amendment, the Company is in compliance with all of the terms and provisions set forth in the Securities Purchase Agreement and the other Subordinated Debt Documents; (c) after giving effect to this Amendment, no Default or Event of Default (as defined in the Notes) has occurred and is continuing; and (dc) the execution, delivery and performance by the Company Loan Parties of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized by all necessary action on the part of the CompanyLoan Parties (including any necessary shareholder consents or approvals), (ii) do not violate, conflict with or result in a default under and will not violate any applicable law or regulation or the organizational documents of the Company or any of its subsidiaries, (iii) will not violate conflict with or result in a default under any applicable law or regulation, any term or provision of the organizational documents of any Loan Party or any term or provision of any material indenture, agreement or other instrument binding on the Company any Loan Party or any of its assets, including without limitation, the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), and (iviii) do not require the consent of any consent, waiver or approval of or by any person (other than the Purchasers) Person which has not been obtained.

No Default; Representations and Warranties, etc. The Company hereby representsEach of the Borrowers represents and warrants to the Lenders and the Administrative Agent that, warrants and confirms that: after giving effect to this Amendment, as of the date hereof (a) the representations and warranties of the Company Credit Parties contained in Article 3 III of the Securities Purchase Credit Agreement are true and correct on and in all material respects as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date); (b) after giving effect to this Amendment, the Company is Borrowers are in compliance in all material respects with all of the terms and provisions set forth in the Securities Purchase Credit Agreement and the other Subordinated Debt DocumentsFinancing Documents to be observed or performed by them thereunder; (c) after giving effect to this Amendment, no Default or Event of Default (as defined in the Notes) has occurred and is continuing; and (d) the execution, delivery and performance by the Company Borrowers of this Amendment (i) have been duly authorized by all necessary corporate and, if required, shareholder action on the part of the CompanyBorrowers, (ii) will not violate any applicable law or regulation applicable to the Borrowers or the organizational documents of the Company or any of its subsidiariesBorrower, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding on the Company any Borrower or any of its assets, including without limitation, the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), assets and (iv) do not require any consent, waiver or approval of or by any person Person (other than the PurchasersAdministrative Agent and the Revolving Lenders) which has not been obtained.

No Default; Representations and Warranties, etc. The Company hereby represents, warrants warrants, confirms and confirms covenants that: (a) the representations and warranties of the Company Note Parties contained in Article 3 V of the Securities Purchase Note Agreement are true and correct on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case, such representations were true and correct as of such date); (b) after giving effect to this Amendment, the Company is in compliance with all of the terms and provisions set forth in the Securities Purchase Agreement and the other Subordinated Debt Documents; (c) after giving effect to this Amendment, no Default or Event of Default (as defined in the Notes) has occurred and is continuing; and (dc) the execution, delivery and performance by the Company of this Amendment and the consummation of the transactions contemplated hereby (i) have been duly authorized by all necessary action on the part of the Company, (ii) have not violated, conflicted with or resulted in a default under and will not violate or conflict with or result in a default under any applicable law or regulation regulation, any term or provision of the organizational documents of the Company or any term or provision of its subsidiaries, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding on the Company or any of its assets, including without limitation, the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), and (iviii) do not require any consent, waiver or approval of or by any person (other than the Purchasers) Person which has not been obtained.

No Default; Representations and Warranties, etc. The Company Credit Parties hereby representsrepresent, warrants warrant and confirms confirm that: (a) the representations and warranties of the Company Credit Parties contained in Article 3 Section 4 of the Securities Purchase Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date); (b) after giving effect to this Amendment, the Company is Credit Parties are in compliance with all of the terms and provisions set forth in the Securities Purchase Credit Agreement and the other Subordinated Debt Documentson their part to be observed or performed thereunder; (c) after giving effect to this Amendment, no Default or Event of Default (as defined in the Notes) has shall have occurred and is be continuing; and (d) the execution, delivery and performance by the Company Credit Parties of this Amendment (i) have been duly authorized by all necessary action on the part of the CompanyCredit Parties, (ii) have not and will not violate any applicable law or regulation or the organizational documents Organizational Documents of the Company or any of its subsidiariesCredit Party, (iii) have not and will not violate or conflict with, result in a breach of or constitute a default under any indentureContractual Obligation of any Credit Party except to the extent such conflict, agreement breach or other instrument binding on the Company or any of its assets, including without limitation, the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), default could not reasonably be expected to have a R&W Material Adverse Effect and (iv) do not require any consent, waiver or approval of or by any person Person (other than the PurchasersAdministrative Agent and the Banks) which has not been obtained.