Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of the Executive Units hereunder, Executive represents and warrants to the Company that:
Representations and Warranties; Acknowledgments. (a) In connection with the execution of this Agreement by Executive, Executive represents and warrants to the Company that:
Representations and Warranties; Acknowledgments. Each of the parties represents and warrants to the others that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite action on its part; and (ii) it is in compliance with the terms and agreement contained in the Agreement applicable to it.
Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of Executive Stock, each Executive represents and warrants as follows:
Representations and Warranties; Acknowledgments. 3.1 In order to induce Agent and Lender to grant the waivers provided for in Article 1 and make the amendments provided for in Article 2, the Company hereby represents and warrants to Agent and the Lender as of the Effective Date that:
Representations and Warranties; Acknowledgments. In order to induce the Agent and the Lenders to enter into this Waiver and Amendment, each Loan Party hereby (a) represents and warrants to the Agent and the Lenders that (i) it has duly authorized, executed and delivered this Waiver and Amendment, (ii) no consent, approval, exemption, order or authorization of, or a registration or filing with, any Governmental Authority, regulatory body or any other third party is required for the due execution, delivery and performance of this Waiver and Amendment by such Loan Party, other than such consents, approvals, exemptions, orders or authorizations that have already been obtained, (iii) the representations and warranties of such Loan Party set forth in the Credit Agreement and the other Financing Documents are true and correct in all material respects (unless stated to relate solely to an earlier date, in which case the representations and warranties are true and correct as of such earlier date) and (iv) no Default or Matured Default (other than the Subject Default) has occurred and is continuing or exists, (b) acknowledges and agrees that, except as expressly provided herein, the Credit Agreement and each of the other Financing Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect; (c) ratifies and reaffirms its obligations under, and acknowledges, renews and extends its continued liability under, the Credit Agreement and each other Financing Document to which it is a party; and (d) ratifies and reaffirms all of the Liens securing the payment and performance of the Secured Liabilities (as defined in the Security Agreement);
Representations and Warranties; Acknowledgments. 4.1 In order to induce Agent and Lender to grant the deferrals provided for in Article 2 and make the amendments provided for in Article 3, the Company hereby represents and warrants to Agent and the Lending Parties as of the Effective Date that:
Representations and Warranties; Acknowledgments. The parties hereto represent and warrant to each other party that each has taken all corporate actions necessary to consummate this Agreement and that when executed this Agreement including the issuance of the Common Stock of the Company, will be a valid and binding obligation of the parties hereto.
Representations and Warranties; Acknowledgments. (a) In order to induce the Administrative Agent, L/C Issuer and the Lenders party hereto to enter into this Amendment, each of the Borrower and the Parent Guarantor hereby makes the following representations and warranties to the Administrative Agent, the L/C Issuer and the Lenders party hereto:
Representations and Warranties; Acknowledgments. Each Management ----------------------------------------------- Stockholder severally and not jointly represents and warrants to the Corporation and the Purchasers that (i) such Management Stockholder is the record owner of the number of Management Stockholder Shares set forth opposite his name on the Management Stockholders Schedule, and (ii) this Agreement has been duly -------------------------------- authorized, executed and delivered by such Management Stockholder and constitutes the valid and binding obligation of such Management Stockholder, enforceable in accordance with its terms. Each Management Stockholder acknowledges and agrees that such Management Stockholder has not granted and is not a party to any proxy, voting trust or other agreement or understanding (whether written or oral, or firm or contingent) which is inconsistent with, conflicts with or violates any provision of this Agreement (except for the Series C Stockholders Agreement, the true and correct text of which is attached hereto as Exhibit A) or which is the subject matter of this Agreement. No --------- holder of Management Stockholder Shares shall grant any proxy or become party to any voting trust, voting agreement or other agreement or understanding with respect to the voting or transferability, or purchase or redemption of any shares of the Corporation's capital stock or which is inconsistent with, conflicts with or violates any provision of this Agreement.
