REPRESENTATIONS AND WARRANTIES To induce. Lender to enter into this Agreement, make available the Secured Line and make Advances to Borrower from time to time as herein provided, Borrower represents and warrants as follows: 5.1
REPRESENTATIONS AND WARRANTIES To induce the Lenders to enter into this Agreement and to make the Extensions of Credit herein provided for, each of the Credit Parties hereby represents and warrants to the Administrative Agent and to each Lender that: Section 3.
REPRESENTATIONS AND WARRANTIES To induce the other parties hereto to enter into this Second Amendment, each Loan Party represents and warrants to each of the Consenting Lenders and the Administrative Agent that, as of the Second Amendment Effective Date: SECTION 3.1 The Borrower and each of its Restricted Subsidiaries (a) are each duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) have all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease their respective assets and carry on their respective business and (ii) execute, deliver and perform their respective obligations under this Second Amendment, and (c) are duly qualified and are licensed and, as applicable, in good standing under the Laws of each jurisdiction where their respective ownership, lease or operation of properties or the conduct of their respective business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; SECTION 3.2 The execution, delivery and performance by each Loan Party of this Second Amendment has been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries (other than, for the avoidance of doubt, payments in respect of the Amended Credit Agreement or any other Loan Document) or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; SECTION 3.3 No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Second Amendment, other than those that have already been obtained and are in full force and effect; SECTION 3.4 This Second Amendment has been duly executed and delivered by each...
REPRESENTATIONS AND WARRANTIES To induce the Lenders, the L/C Issuers and the Administrative Agent to enter into the Loan Documents, the Borrower (and, to the extent set forth in any other Loan Document, each other Loan Party) represents and warrants to each of them (a) on and as of the Closing Date, that the Acquisition Agreement Representations and the Specified Representations are true and correct and (b) on and as of each date after the Closing Date applicable pursuant to Section 3.2, to each of the following: Section 4.1
REPRESENTATIONS AND WARRANTIES To induce the Lenders to make any extension of credit hereunder on or after the Closing Date, the Borrower, with respect to itself and each of the Restricted Subsidiaries, represents and warrants (i) on the Closing Date solely to the extent set forth in Section 4.01(12) and (ii) on each date and to the extent otherwise required hereunder (and subject, for the avoidance of doubt, to Section 1.09), each of the following to each Agent and to each of the Lenders. SECTION 3.01.
REPRESENTATIONS AND WARRANTIES To induce the Lenders to enter into this Agreement and to make Loans herein provided for, the Credit Parties hereby represent and warrant to the Administrative Agent and to each Lender that, as of each of (i) the Initial Closing Date (after giving effect to the Kite Transactions), (ii) each other date such representations and warranties are required to be made in accordance with the terms of the Credit Documents, and (iii) solely in the case of the representations and warranties contained in the first and second sentences of Section 3.2, in Section 3.3, in Section 3.4, in Section 3.11, in the last sentence of Section 3.12 and in Section 3.21, the Effective Date:
REPRESENTATIONS AND WARRANTIES To induce the Lenders to enter into this Agreement and to make the Extensions of Credit herein provided for, the Credit Parties hereby represent and warrant to the Administrative Agent and to each Lender that: Financial Statements.Section 3.1 (i) The audited and unaudited financial statements delivered pursuant to Section 4.1(k)(i) and (ii):(a) were prepared in accordance with GAAP consistently applied throughout the period(A) covered thereby, except as otherwise expressly noted therein; fairly present, in all material respects, the financial condition of the Borrower and its(B) Restricted Subsidiaries as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and The pro forma financial statements delivered pursuant to Section 4.1(k)(iii).(b)
REPRESENTATIONS AND WARRANTIES To induce the Bank to enter into this Agreement, to grant the Revolving Commitments and to make Revolving Loans hereunder:
REPRESENTATIONS AND WARRANTIES To induce the Lenders and Administrative Agent to complete the Closing and make the Loanany Advance to Borrower, Borrower warrants and represents to the Lenders and Administrative Agent that: 5.1
REPRESENTATIONS AND WARRANTIES To induce. (a) the Incremental Term Facility Lenders to provide the Incremental Term Facility Loan Commitments and (b) the Administrative Agent to agree to this Agreement, the Credit Parties represent to each Incremental Term Facility Lender and the Administrative Agent that, as of the Effective Date and giving effect to all of the transactions occurring on the Effective Date: SECTION 4.1
