Common use of Representations and Warranties; Performance of Agreements Clause in Contracts

Representations and Warranties; Performance of Agreements. Borrower shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent.

Representations and Warranties; Performance of Agreements. Borrower shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Officer’s Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Effective Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it them on or before the Closing Effective Date except as otherwise disclosed to and agreed to in writing by Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower Company shall have delivered to Syndication Agent and Administrative Agent (for delivery to Lenders) an Officers' Certificate, in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower Holdings and Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it them on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Syndication Agent, Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower Company shall have delivered to Arranger and Administrative Agent (for delivery to Lenders) an Officers' Certificate, in form and substance satisfactory to Arranger and Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Arranger, Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Each Borrower shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that such Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Each Borrower shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Effective Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that such Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Effective Date except as otherwise disclosed to and agreed to in writing by Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Officer's Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent.

Representations and Warranties; Performance of Agreements. Borrower Borrowers shall have delivered to Arranger and Administrative Agent (for delivery to Lenders) an Officers' Certificateofficer's certificate of Borrowers, in form and substance satisfactory to Arranger and Administrative Agent, to the effect that the representations and warranties in Section 5 4 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower Borrowers shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Arranger, Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower Company shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Officer's Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the 88 Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Holdings and each Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative Agent.

Representations and Warranties; Performance of Agreements. Each Borrower shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that such Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower Company shall have delivered to Administrative Agent (for delivery to Lenders) Agents an Officers' Certificate, in form and substance reasonably satisfactory to Administrative AgentAgents, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower Holdings and Company shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it them on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative AgentAgents and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower The Borrowers shall have delivered to the Administrative Agent (for delivery to Lenders) an Officers' Officer's Certificate, in form and substance satisfactory to the Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower the Borrowers shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by the Administrative AgentAgent and the Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower Holdings and Company shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' CertificateAgents Officer's Certificates, in form and substance satisfactory to Administrative AgentAgents, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower Holdings and Company, as the case may be, shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative AgentAgents and Lenders.

Representations and Warranties; Performance of Agreements. Borrower Company shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Officer's Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof and in the other Loan Documents are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower shall Company and the other Loan Parties have performed in all material respects all agreements and satisfied all conditions which this Agreement provides and the other Loan Documents provide shall be performed or satisfied by it them on or before the Closing Date except as otherwise disclosed to Lenders and agreed to in writing by Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower Borrowers shall have delivered to Arranger and Administrative Agent (for delivery to Lenders) an Officers' CertificateCertificate of Borrowers, in form and substance satisfactory to Arranger and Administrative Agent, to the effect that that, after giving effect to this Agreement, the representations and warranties in Section 5 4 hereof are true, correct and complete in all material respects on and as of the Closing Restatement Effective Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower Borrowers shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Restatement Effective Date except as otherwise disclosed to and agreed to in writing by Arranger, Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Certificate’ Certificate from each General Partner and Executive Committee Signatories, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (ordate, except to the extent such representations and warranties specifically relate to an earlier date, that in which case such representations and warranties were shall have been true, correct and complete in all material respects on and as of such earlier date) , and that Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative AgentAgent and Lenders.

Representations and Warranties; Performance of Agreements. Holdings and Borrower shall have delivered to Syndication Agent and Administrative Agent (for delivery to Lenders) an Officers' Certificate, in form and substance satisfactory to Syndication Agent and Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, true and correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, true and correct and complete in all material respects on and as of such earlier date) and that Borrower each Loan Party shall have performed in all material respects all agreements and satisfied in all material respects all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Syndication Agent, Administrative AgentAgent and Requisite Lenders.

Representations and Warranties; Performance of Agreements. Borrower shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Officer's Certificate, in form and substance satisfactory to Administrative Agent, to the effect that (i) the representations and warranties contained in Section 5 hereof of the Credit Agreement, are and will be true, correct and complete in all material respects on and as of the Closing Forebearance Effective Date to the same extent as though made on and as of that date (ordate, except to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties in which case they were true, correct and complete in all material respects on and as of such earlier date, except to the extent that any representations and warranties are untrue, incorrect or incomplete as a result of the implementation of Staff Accounting Bulletin 101, and (ii) and that Borrower shall have performed in all material respects all agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it Borrower on or before the Closing Date Forebearance Effective Date, except as otherwise disclosed to and agreed to in writing by Administrative Agent.

Representations and Warranties; Performance of Agreements. Borrower Borrowers shall have delivered to Administrative Agent (for delivery to Lenders) an Officers' Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the representations and warranties in Section 5 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that Borrower Borrowers shall have performed in all material respects all 71 CREDIT AGREEMENT agreements and satisfied all conditions which this Agreement provides shall be performed or satisfied by it on or before the Closing Date except as otherwise disclosed to and agreed to in writing by Administrative AgentAgent and Requisite Lenders.