The Manager. The Manager hereby represents and warrants, and the delivery by the Manager of each Confirmation shall constitute the further representation and warranty of the Manager, that: (a) The Manager is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware. (b) the Manager has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by it hereunder; (c) neither the execution and delivery by the Manager of this Agreement, nor the consummation of any of the Transactions herein contemplated, nor compliance with the terms and provisions hereof, will (i) materially contravene or conflict with the articles of incorporation or bylaws of the Manager, any requirement of law to which the Manager is subject, or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Manager is a party or by which the Manager may be bound, or to which the property of the Manager may be subject, except as would not reasonably be expected to result in a Material Adverse Effect, or (ii) result in the creation or imposition of any lien on the property of the Manager by any party other than EPK; (d) this Agreement is the legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (e) there is no material fact relevant to the transactions contemplated by this Agreement (and in the case of each Confirmation, there is no material fact relevant to the Transaction set forth in such Confirmation) known to the Manager that the Manager has not disclosed to EPK including pending or current offsets, charge backs or allowances of any kind by the Purchaser; (f) the Manager is not (and in the case of each Confirmation, to the knowledge of the Manager, neither the Purchaser nor the Vendor thereunder is) in default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which it is a party or by which any of its property is bound , except as would not reasonably be expected to result in a Material Adverse Effect; (g) there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or to the knowledge of the Manager threatened, against the Manager (and in the case of each Confirmation, to the knowledge of the Manager, there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or threatened, against the Purchaser or the Vendor thereunder) , except as would not reasonably be expected to result in a Material Adverse Effect; (h) all tax returns required to be filed by the Manager in any jurisdiction have been filed and all material taxes, assessments, fees and other governmental charges upon the Manager or upon any of its properties, income or franchises have been paid prior to the time that such taxes could give rise to a lien thereon, except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP; (i) neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, or the registration, recording or filing by the Manager or any other Person of any document with, or the taking of any other action in respect of, any Governmental Authority which has jurisdiction over the Manager (or, in the case of each Confirmation, the Purchaser or the Vendor thereunder) or any of its property, except for (a) the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof), (b) such as have been obtained or made and are in full force and effect and (c) those which if not made or obtained could not reasonably be expected to have a Material Adverse Effect; (j) the Manager has delivered to EPK a list of creditors of the Manager, and Income Statements and Balance Sheets for the periods ending June 30, 2011, June 30, 2012 and March 31, 2013; such lists, Income Statements and Balance Sheets are accurate in all material respects; (k) the Manager and the Guarantors, on a consolidated basis (and, in the case of each Confirmation, to the knowledge of the Manager, the Purchaser and the Vendor thereunder), are Solvent; (l) none of the Purchaser, the Vendor or the Credit Enhancer (other than the Guarantors) with respect to any Transaction is an Affiliate of the Manager; (m) all information furnished by the Manager in each Confirmation is true, correct, and complete in all material respects; and (n) the Manager has paid and will continue to pay and maintain in current standing all material taxes, insurances, licenses, etc. as Manager determines in its reasonable discretion required for conduct of its business or profession. (o) The Manager shall perform all actions for the benefit of EPK and authorized by EPK in a good workmanlike manner and as a reasonably prudent person engaged in a similar business would in similar circumstances. (p) The Manager shall not permit the change of control of the Manager. "Change of control" as used in the preceding sentence means (a) the acquisition of more than fifty percent (50%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert, or (b) the acquisition of more than ten percent (10%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert if at any time following such acquisition of ten percent (10%) or more of the Manager's outstanding voting stock and/or membership interests more than fifty percent (50%) of the persons serving on the board of directors of the Manager are persons proposed directly or indirectly by the persons or group of persons acting in concert who have acquired such the percent (10%) or more of the Manager's outstanding voting stock and/or membership interests. All representations and warranties by the Manager herein shall survive until all obligations of the Manager under this Agreement have been irrevocably paid in full, and any investigation at any time made by or on behalf of EPK shall not diminish the right of EPK to rely thereon.
Appears in 1 contract
The Manager. The Manager hereby represents and warrants, warrants to the Administrative Agent and each Lender Party as of the delivery by date of this Agreement and as of the Manager date of each Confirmation shall constitute the further representation and warranty of the Manager, Advance made hereunder that:
(a) The no Manager Termination Event has occurred and is continuing as a result of any representation and warranty made by it in any Related Document (other than a Related Document relating solely to a Series of Notes other than the Series 2022-1 Notes) to which it is a corporation duly organized party (including any representations and validly existing and in good standing under the laws of the State of Delaware.warranties made by it as Manager) being inaccurate;
(b) to the Manager has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by it hereunder;
(c) neither the execution and delivery by the Manager of this Agreement, nor the consummation of any of the Transactions herein contemplated, nor compliance with the terms and provisions hereof, will (i) materially contravene or conflict with the articles of incorporation or bylaws knowledge of the Manager, any requirement of law to which the Manager is subject, or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Manager is a party or by which the Manager may be bound, or to which the property operations of the Manager may be subjectMaster Issuer, except as would not reasonably be expected to result in a Material Adverse Effect, or (ii) result in the creation or imposition of any lien on the property of the Manager by any party other than EPK;
(d) this Agreement is the legal, valid and binding obligation of the Manager, enforceable against the Guarantors and their respective subsidiaries are and have been conducted at all times in the past five years in compliance with applicable financial record-keeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Master Issuer, the Guarantors or the Manager in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(e) there is no material fact relevant respect to the transactions contemplated by this Agreement (and in the case of each Confirmation, there is no material fact relevant to the Transaction set forth in such Confirmation) known to the Manager that the Manager Money Laundering Laws has not disclosed to EPK including pending or current offsets, charge backs or allowances of any kind by the Purchaser;
(f) the Manager is not (and in the case of each Confirmationbeen initiated or, to the knowledge of the Manager, is threatened or pending;
(c) neither the Purchaser Manager nor the Vendor thereunder is) in default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which it is a party or by which any of its property is bound , except as would not reasonably be expected to result in a Material Adverse Effect;
(g) there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or to the knowledge of the Manager threatened, against the Manager (and in the case of each Confirmationsubsidiaries nor, to the knowledge of the Manager, there are no material actionsany director, suits officer, manager, member, agent, employee or legal, equitable, arbitration or administrative proceedings pending, or threatened, against the Purchaser or the Vendor thereunder) , except as would not reasonably be expected to result in a Material Adverse Effect;
(h) all tax returns required to be filed by the Manager in any jurisdiction have been filed and all material taxes, assessments, fees and other governmental charges upon the Manager or upon any of its properties, income or franchises have been paid prior to the time that such taxes could give rise to a lien thereon, except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP;
(i) neither the execution and delivery of this Agreement nor the consummation affiliate of any of the transactions contemplated hereby requires the consent or approval ofMaster Issuer, the giving of notice to, or the registration, recording or filing by the Manager or any other Person of any document with, or the taking of any other action in respect of, any Governmental Authority which has jurisdiction over the Manager (or, in the case of each Confirmation, the Purchaser or the Vendor thereunder) Guarantors or any of their respective subsidiaries is currently subject to any sanctions; and the Manager will not directly or to its propertyknowledge indirectly use the proceeds of any Advance, except or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently the target of any sanctions; and
(ad) the perfection or maintenance none of the Liens created under the Security Documents (including the first priority nature thereof), (b) such as have been obtained or made and are in full force and effect and (c) those which if not made or obtained could not reasonably be expected to have a Material Adverse Effect;
(j) the Manager has delivered to EPK a list of creditors of the Manager, and Income Statements and Balance Sheets for the periods ending June 30, 2011, June 30, 2012 and March 31, 2013; such lists, Income Statements and Balance Sheets are accurate in all material respects;
(k) the Manager and the Guarantors, on a consolidated basis (and, in the case of each Confirmationor, to the knowledge of the Manager, the Purchaser and the Vendor thereunder)any affiliate, are Solvent;
(l) none of the Purchaserdirector, the Vendor officer, manager, member agent, employee or the Credit Enhancer (other than the Guarantors) with respect to any Transaction is an Affiliate person acting on behalf of the Manager;
, has: (mi) all information furnished by used any corporate or company funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic or “foreign official” (as defined in the Manager FCPA) or foreign government employee from corporate or company funds; (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the FCPA, the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or any other similar law or statute of any other jurisdiction in which it operates its business, including, in each Confirmation is truecase, correct, the rules and complete in all material respectsregulations thereunder; and
(n) the Manager has paid and will continue to pay and maintain in current standing all material taxes, insurances, licenses, etc. as Manager determines in its reasonable discretion required for conduct of its business or profession.
(o) The Manager shall perform all actions for the benefit of EPK and authorized by EPK in a good workmanlike manner and as a reasonably prudent person engaged in a similar business would in similar circumstances.
(p) The Manager shall not permit the change of control of the Manager. "Change of control" as used in the preceding sentence means (a) the acquisition of more than fifty percent (50%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert, or (biv) the acquisition of more than ten percent (10%) of the outstanding voting stock and/or membership interests of the Manager by otherwise made any person bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or group of persons acting in concert if at any time following such acquisition of ten percent (10%) or more of the Manager's outstanding voting stock and/or membership interests more than fifty percent (50%) of the persons serving on the board of directors of the Manager are persons proposed directly or indirectly by the persons or group of persons acting in concert who have acquired such the percent (10%) or more of the Manager's outstanding voting stock and/or membership interests. All representations and warranties by the Manager herein shall survive until all obligations of the Manager under this Agreement have been irrevocably paid in full, and any investigation at any time made by or on behalf of EPK shall not diminish the right of EPK to rely thereonother unlawful payment.
Appears in 1 contract
Sources: Note Purchase Agreement (European Wax Center, Inc.)
The Manager. The Manager hereby represents and warrants, warrants to the Administrative Agent and the delivery by the Manager of each Confirmation shall constitute the further representation and warranty Advance Funding Provider as of the Manager, date of this Agreement that:
(a) The no Manager Termination Event has occurred and is continuing as a result of any representation and warranty made by it in any Related Document (other than a Related Document relating solely to a Series of Notes other than the Series 2022-1 Notes) to which it is a corporation duly organized party (including any representations and validly existing and in good standing under the laws of the State of Delaware.warranties made by it as Manager) being inaccurate;
(b) to the Manager has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by it hereunder;
(c) neither the execution and delivery by the Manager of this Agreement, nor the consummation of any of the Transactions herein contemplated, nor compliance with the terms and provisions hereof, will (i) materially contravene or conflict with the articles of incorporation or bylaws knowledge of the Manager, any requirement of law to which the Manager is subject, or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Manager is a party or by which the Manager may be bound, or to which the property operations of the Manager may be subjectBorrower, except as would not reasonably be expected to result in a Material Adverse Effect, or (ii) result in the creation or imposition of any lien on the property of the Manager by any party other than EPK;
(d) this Agreement is the legal, valid and binding obligation of the Manager, enforceable against the Guarantors and their respective subsidiaries are and have been conducted at all times in the past five years in compliance with applicable financial record-keeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Borrower, the Guarantors or the Manager in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(e) there is no material fact relevant respect to the transactions contemplated by this Agreement (and in the case of each Confirmation, there is no material fact relevant to the Transaction set forth in such Confirmation) known to the Manager that the Manager Money Laundering Laws has not disclosed to EPK including pending or current offsets, charge backs or allowances of any kind by the Purchaser;
(f) the Manager is not (and in the case of each Confirmationbeen initiated or, to the knowledge of the Manager, is threatened or pending;
(c) neither the Purchaser Manager nor the Vendor thereunder is) in default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which it is a party or by which any of its property is bound , except as would not reasonably be expected to result in a Material Adverse Effect;
(g) there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or to the knowledge of the Manager threatened, against the Manager (and in the case of each Confirmationsubsidiaries nor, to the knowledge of the Manager, there are no material actionsany director, suits officer, manager, member, agent, employee or legal, equitable, arbitration or administrative proceedings pending, or threatened, against the Purchaser or the Vendor thereunder) , except as would not reasonably be expected to result in a Material Adverse Effect;
(h) all tax returns required to be filed by the Manager in any jurisdiction have been filed and all material taxes, assessments, fees and other governmental charges upon the Manager or upon any of its properties, income or franchises have been paid prior to the time that such taxes could give rise to a lien thereon, except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP;
(i) neither the execution and delivery of this Agreement nor the consummation affiliate of any of the transactions contemplated hereby requires the consent or approval ofBorrower, the giving of notice to, or the registration, recording or filing by the Manager or any other Person of any document with, or the taking of any other action in respect of, any Governmental Authority which has jurisdiction over the Manager (or, in the case of each Confirmation, the Purchaser or the Vendor thereunder) Guarantors or any of their respective subsidiaries is currently subject to any sanctions; and the Manager will not directly or to its propertyknowledge indirectly use the proceeds of any Advance, except or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently the target of any sanctions; and
(ad) the perfection or maintenance none of the Liens created under the Security Documents (including the first priority nature thereof), (b) such as have been obtained or made and are in full force and effect and (c) those which if not made or obtained could not reasonably be expected to have a Material Adverse Effect;
(j) the Manager has delivered to EPK a list of creditors of the Manager, and Income Statements and Balance Sheets for the periods ending June 30, 2011, June 30, 2012 and March 31, 2013; such lists, Income Statements and Balance Sheets are accurate in all material respects;
(k) the Manager and the Guarantors, on a consolidated basis (and, in the case of each Confirmationor, to the knowledge of the Manager, the Purchaser and the Vendor thereunder)any affiliate, are Solvent;
(l) none of the Purchaserdirector, the Vendor officer, manager, member agent, employee or the Credit Enhancer (other than the Guarantors) with respect to any Transaction is an Affiliate person acting on behalf of the Manager;
, has: (mi) all information furnished by used any corporate or company funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic or “foreign official” (as defined in the Manager FCPA) or foreign government employee from corporate or company funds; (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the FCPA, the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or any other similar law or statute of any other jurisdiction in which it operates its business, including, in each Confirmation is truecase, correct, the rules and complete in all material respectsregulations thereunder; and
(n) the Manager has paid and will continue to pay and maintain in current standing all material taxes, insurances, licenses, etc. as Manager determines in its reasonable discretion required for conduct of its business or profession.
(o) The Manager shall perform all actions for the benefit of EPK and authorized by EPK in a good workmanlike manner and as a reasonably prudent person engaged in a similar business would in similar circumstances.
(p) The Manager shall not permit the change of control of the Manager. "Change of control" as used in the preceding sentence means (a) the acquisition of more than fifty percent (50%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert, or (biv) the acquisition of more than ten percent (10%) of the outstanding voting stock and/or membership interests of the Manager by otherwise made any person bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or group of persons acting in concert if at any time following such acquisition of ten percent (10%) or more of the Manager's outstanding voting stock and/or membership interests more than fifty percent (50%) of the persons serving on the board of directors of the Manager are persons proposed directly or indirectly by the persons or group of persons acting in concert who have acquired such the percent (10%) or more of the Manager's outstanding voting stock and/or membership interests. All representations and warranties by the Manager herein shall survive until all obligations of the Manager under this Agreement have been irrevocably paid in full, and any investigation at any time made by or on behalf of EPK shall not diminish the right of EPK to rely thereonother unlawful payment.
Appears in 1 contract
Sources: Advance Funding Agreement (European Wax Center, Inc.)
The Manager. The Manager hereby represents and warrants, and the delivery by the Manager of each Confirmation shall constitute the further representation and warranty of the Manager, that:
(a) The Manager is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware.
(b) the Manager has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by it hereunder;
(c) neither the execution and delivery by the Manager of this Agreement, nor the consummation of any of the Transactions herein contemplated, nor compliance with the terms and provisions hereof, will (i) materially contravene or conflict with the articles of incorporation or bylaws of the Manager, any requirement of law to which the Manager is subject, or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Manager is a party or by which the Manager may be bound, or to which the property of the Manager may be subject, except as would not reasonably be expected to result in a Material Adverse Effect, or (ii) result in the creation or imposition of any lien on the property of the Manager by any party other than EPKManager;
(d) this Agreement is the legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(e) there is no material fact relevant to the transactions contemplated by this Agreement (and in the case of each Confirmation, there is no material fact relevant to the Transaction set forth in such Confirmation) known to the Manager that the Manager has not disclosed to EPK including pending or current offsets, charge backs or allowances of any kind by the PurchaserEPK;
(f) the Manager is not (and in the case of each Confirmation, to the knowledge of the ManagerManager after due inquiry, neither the Purchaser nor the Vendor thereunder is) in default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which it is a party or by which any of its property is bound , except as would not reasonably be expected to result in a Material Adverse Effectbound;
(g) there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or to the knowledge of the Manager threatened, against the Manager (and in the case of each Confirmation, to the knowledge of the ManagerManager after due inquiry, there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or threatened, against the Purchaser or the Vendor thereunder) , except as would not reasonably be expected to result in a Material Adverse Effect);
(h) all tax returns required to be filed by the Manager in any jurisdiction have been filed and all material taxes, assessments, fees and other governmental charges upon the Manager or upon any of its properties, income or franchises have been paid prior to the time that such taxes could give rise to a lien thereon, except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP;
(i) neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, or the registration, recording or filing by the Manager or any other Person of any document with, or the taking of any other action in respect of, any Governmental Authority which has jurisdiction over the Manager (or, in the case of each Confirmation, the Purchaser or the Vendor thereunder) or any of its property, except for (a) the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof), (b) such as have been obtained or made and are in full force and effect and (c) those which if not made or obtained could not reasonably be expected to have a Material Adverse Effect;
(j) the Manager has delivered to EPK a list of creditors of the Manager, and Income Statements and Balance Sheets for the periods ending June 30, 2011, June 30, 2012 and March 31, 2013; such lists, Income Statements and Balance Sheets are accurate in all material respects;
(k) the Manager and the Guarantors, on a consolidated basis (and, in the case of each Confirmation, to the knowledge of the Manager, the Purchaser and the Vendor thereunder), are Solvent;
(l) none of the Purchaser, the Vendor or the Credit Enhancer (other than the Guarantors) with respect to any Transaction is an Affiliate of the Manager;
(m) all information furnished by the Manager in each Confirmation is true, correct, and complete in all material respects; and
(n) the Manager has paid and will continue to pay and maintain in current standing all material taxes, insurances, licenses, etc. as Manager determines in its reasonable discretion required for conduct of its business or profession.
(o) The Manager shall perform all actions for the benefit of EPK and authorized by EPK in a good workmanlike manner and as a reasonably prudent person engaged in a similar business would in similar circumstances.
(p) The Manager shall not permit the change of control of the Manager. "Change of control" as used in the preceding sentence means (a) the acquisition of more than fifty percent (50%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert, or (b) the acquisition of more than ten percent (10%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert if at any time following such acquisition of ten percent (10%) or more of the Manager's outstanding voting stock and/or membership interests more than fifty percent (50%) of the persons serving on the board of directors of the Manager are persons proposed directly or indirectly by the persons or group of persons acting in concert who have acquired such the percent (10%) or more of the Manager's outstanding voting stock and/or membership interests. All representations and warranties by the Manager herein shall survive until all obligations of the Manager under this Agreement have been irrevocably paid in full, and any investigation at any time made by or on behalf of EPK shall not diminish the right of EPK to rely thereon.
Appears in 1 contract
The Manager. The Manager hereby represents and warrants, and the delivery by the Manager of each Confirmation shall constitute the further representation and warranty of the Manager, that:
(a) The If the Manager is adjusted bankrupt, enters into an assignment for the benefit of creditors, has a corporation duly organized and validly existing and receiver appointed to administer its interest in good standing under the laws Company, is the subject of a voluntary or involuntary petition for bankruptcy that is not dismissed or vacated within 90 days of filing, or applies to any court for protection from its creditors or has such interest seized by a judgement creditor, or if the Manager shall die, is adjudicated an incompetent, or becomes permanently disabled (the foregoing events are collectively referred to hereinafter as an “Event of Retirement”), said Manager shall immediately retire as a Manager of the State of DelawareCompany.
(b) If a Manager at any time withdraws or suffers an Event of Retirement and there is no remaining Manager, the Class B Members shall have the right, within 90 days thereafter, by the vote of such Members owning a majority of the Units, to appoint one or more new Managers as replacement Manager(s). In such event, the Members shall create for such replacement Manager(s) such interest in the Company Profits, Losses and Cash Flow, as the Class B Members may agree upon, from the interests of the Class B Members proportionately. Any dilution of the equity interests of the Class B Members that may be needed to create an equity interest for a new Manager has all requisite authority to enter into this Agreement and to perform all shall be made pro rata among the obligations required to be performed by it hereunder;collective interests of the Class B Members.
(c) neither In the execution and delivery event of the timely appointment of a replacement or additional Manager(s) pursuant to this Section, the relationship of the Members shall be governed by the Manager provisions of this Agreement, nor the consummation of any Company shall be continued, and the replacement or additional Manager(s) shall have (or if there shall be more than one Manager, share) all of the Transactions herein contemplatedmanagement rights, nor compliance with the terms duties, responsibilities, authority, and provisions hereof, will (i) materially contravene or conflict with the articles of incorporation or bylaws of the Manager, any requirement of law to which the Manager is subject, or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Manager is a party or by which the Manager may be bound, or to which the property of the Manager may be subject, except as would not reasonably be expected to result in a Material Adverse Effect, or (ii) result in the creation or imposition of any lien on the property of the Manager by any party other than EPK;
(d) this Agreement is the legal, valid and binding obligation of the Manager, enforceable against powers provided the Manager in accordance with its termsthis Agreement. In the event that the Class B Members fail to select a replacement or additional Manager(s), subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(e) there is no material fact relevant to the transactions contemplated by this Agreement (and in whichever the case of each Confirmationmay be, there is no material fact relevant to the Transaction set forth in such Confirmation) known to the Manager that the Manager has not disclosed to EPK including pending or current offsets, charge backs or allowances of any kind by the Purchaser;
(f) the Manager is not (and in the case of each Confirmation, to the knowledge within 90 days following retirement of the Manager, neither the Purchaser nor the Vendor thereunder is) in default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which it is a party or by which any of its property is bound , except as would not reasonably be expected to result in a Material Adverse Effect;
(g) there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or to the knowledge of the Manager threatened, against the Manager (and in the case of each Confirmation, to the knowledge of the Manager, there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or threatened, against the Purchaser or the Vendor thereunder) , except as would not reasonably be expected to result in a Material Adverse Effect;
(h) all tax returns required to be filed by the Manager in any jurisdiction have been filed and all material taxes, assessments, fees and other governmental charges upon the Manager or upon any of its properties, income or franchises have been paid prior to the time that such taxes could give rise to a lien thereon, except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP;
(i) neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, or the registration, recording or filing by the Manager or any other Person of any document with, or the taking of any other action in respect of, any Governmental Authority which has jurisdiction over the Manager (or, in the case of each Confirmation, the Purchaser or the Vendor thereunder) or any of its property, except for (a) the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof), (b) such as have been obtained or made and are in full force and effect and (c) those which if not made or obtained could not reasonably be expected to have a Material Adverse Effect;
(j) the Manager has delivered to EPK a list of creditors of the Manager, and Income Statements and Balance Sheets for the periods ending June 30, 2011, June 30, 2012 and March 31, 2013; such lists, Income Statements and Balance Sheets are accurate in all material respects;
(k) the Manager and the Guarantors, on a consolidated basis (and, in the case of each Confirmation, to the knowledge of the last remaining Manager, the Purchaser Company shall dissolve and the Vendor thereunder), are Solvent;
(l) none of the Purchaser, the Vendor or the Credit Enhancer (other than the Guarantors) with respect to any Transaction is an Affiliate of the Manager;
(m) all information furnished by the Manager in each Confirmation is true, correct, and complete in all material respects; and
(n) the Manager has paid and will continue to pay and maintain in current standing all material taxes, insurances, licenses, etc. as Manager determines in its reasonable discretion required for conduct of its business or professionterminate.
(o) The Manager shall perform all actions for the benefit of EPK and authorized by EPK in a good workmanlike manner and as a reasonably prudent person engaged in a similar business would in similar circumstances.
(p) The Manager shall not permit the change of control of the Manager. "Change of control" as used in the preceding sentence means (a) the acquisition of more than fifty percent (50%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert, or (b) the acquisition of more than ten percent (10%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert if at any time following such acquisition of ten percent (10%) or more of the Manager's outstanding voting stock and/or membership interests more than fifty percent (50%) of the persons serving on the board of directors of the Manager are persons proposed directly or indirectly by the persons or group of persons acting in concert who have acquired such the percent (10%) or more of the Manager's outstanding voting stock and/or membership interests. All representations and warranties by the Manager herein shall survive until all obligations of the Manager under this Agreement have been irrevocably paid in full, and any investigation at any time made by or on behalf of EPK shall not diminish the right of EPK to rely thereon.
Appears in 1 contract
The Manager. The Manager hereby represents and warrants, and the delivery by the Manager of each Confirmation shall constitute the further representation and warranty of the Manager, that:
(a) The Manager is a corporation duly organized and validly existing and in good standing under the laws of the State of DelawareCalifornia.
(b) the Manager has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by it hereunder;
(c) neither the execution and delivery by the Manager of this Agreement, nor the consummation of any of the Transactions herein contemplated, nor compliance with the terms and provisions hereof, will (i) materially contravene or conflict with the articles of incorporation or bylaws of the Manager, any requirement of law to which the Manager is subject, or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Manager is a party or by which the Manager may be bound, or to which the property of the Manager may be subject, except as would not reasonably be expected to result in a Material Adverse Effect, or (ii) result in the creation or imposition of any lien on the property of the Manager by any party other than EPK;
(d) this Agreement is the legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(e) there is no material fact relevant to the transactions contemplated by this Agreement (and in the case of each Confirmation, there is no material fact relevant to the Transaction set forth in such Confirmation) known to the Manager that the Manager has not disclosed to EPK including pending or current offsets, charge backs or allowances of any kind by the Purchaser;
(f) the Manager is not (and in the case of each Confirmation, to the knowledge of the ManagerManager after due inquiry, neither the Purchaser nor the Vendor thereunder is) in default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which it is a party or by which any of its property is bound , except as would not reasonably be expected to result in a Material Adverse Effectbound;
(g) there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or to the knowledge of the Manager threatened, against the Manager (and in the case of each Confirmation, to the knowledge of the ManagerManager after due inquiry, there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or threatened, against the Purchaser or the Vendor thereunder) , except as would not reasonably be expected to result in a Material Adverse Effect);
(h) all tax returns required to be filed by the Manager in any jurisdiction have been filed and all material taxes, assessments, fees and other governmental charges upon the Manager or upon any of its properties, income or franchises have been paid prior to the time that such taxes could give rise to a lien thereon, except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP;
(i) neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, or the registration, recording or filing by the Manager or any other Person of any document with, or the taking of any other action in respect of, any Governmental Authority which has jurisdiction over the Manager (or, in the case of each Confirmation, the Purchaser or the Vendor thereunder) or any of its property, except for (a) the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof), (b) such as have been obtained or made and are in full force and effect and (c) those which if not made or obtained could not reasonably be expected to have a Material Adverse Effect;
(j) the Manager has delivered to EPK a list of creditors of the Manager, and an Income Statements Statement and Balance Sheets Sheet for the periods period ending June 30December 31, 20112006, June 30December 31, 2012 2007 and March 31, 20132008; and Corporate Tax Returns for the period ending December 31, 2005 and December 31, 2006; such lists, Income Statements Statement and Balance Sheets tax returns are accurate in all material respects;
(k) the Manager and the Guarantors, on a consolidated basis (and, in the case of each Confirmation, to the best knowledge of the Manager, the Purchaser and the Vendor thereunder), are ) is Solvent;
(l) none of the Purchaser, the Vendor or the Credit Enhancer (other than the Guarantors) with respect to any Transaction is an Affiliate of the Manager;
(m) all information furnished by the Manager in each Confirmation is true, correct, and complete in all material respectscomplete; and
(n) the Manager has paid and will continue to pay and maintain in current standing all material taxes, insurances, licenses, etc. as Manager determines in its reasonable discretion required for conduct of its business or profession.
(o) The Manager shall perform all actions for the benefit of EPK and authorized by EPK in a good workmanlike manner and as a reasonably prudent person engaged in a similar business would in similar circumstances.
(p) The Manager shall not permit the change of control of the Manager. "Change of control" as used in the preceding sentence means (a) the acquisition of more than fifty percent (50%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert, or (b) the acquisition of more than ten percent (10%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert if at any time following such acquisition of ten percent (10%) or more of the Manager's outstanding voting stock and/or membership interests more than fifty percent (50%) of the persons serving on the board of directors of the Manager are persons proposed directly or indirectly by the persons or group of persons acting in concert who have acquired such the percent (10%) or more of the Manager's outstanding voting stock and/or membership interestswould. All representations and warranties by the Manager herein shall survive until all obligations of the Manager under this Agreement have been irrevocably paid in full, and any investigation at any time made by or on behalf of EPK shall not diminish the right of EPK to rely thereon.
Appears in 1 contract
The Manager. The Manager hereby represents and warrants, warrants to the Administrative Agent and each Lender Party as of the delivery by date of this Agreement and as of the Manager date of each Confirmation shall constitute the further representation and warranty of the ManagerAdvance made hereunder, that:
(a) The no Manager Termination Event has occurred and is continuing as a result of any representation and warranty made by it in any Transaction Document (other than a Transaction Document relating solely to a Series of Notes other than the Series 2019-3 Notes) to which it is a corporation duly organized party (including any representations and validly existing and in good standing under the laws of the State of Delaware.warranties made by it as Manager) being inaccurate;
(b) to the knowledge of the Manager, the operations of the Issuer, the Manager, the Guarantors and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Issuer, the Guarantors or the Manager with respect to the Money Laundering Laws has all requisite authority been initiated or, to enter into this Agreement and to perform all the obligations required to be performed by it hereunderknowledge of the Issuer, the Guarantors or the Manager, is threatened or pending;
(c) neither the execution and delivery by the Manager of this Agreement, nor the consummation of any of the Transactions herein contemplated, nor compliance with the terms and provisions hereof, will (i) materially contravene or conflict with the articles of incorporation or bylaws of the Manager, any requirement of law to which the Manager is subject, or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Manager is a party or by which the Manager may be bound, or to which the property of the Manager may be subject, except as would not reasonably be expected to result in a Material Adverse Effect, or (ii) result in the creation or imposition of any lien on the property of the Manager by any party other than EPK;
(d) this Agreement is the legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(e) there is no material fact relevant to the transactions contemplated by this Agreement (and in the case of each Confirmation, there is no material fact relevant to the Transaction set forth in such Confirmation) known to the Manager that the Manager has not disclosed to EPK including pending or current offsets, charge backs or allowances of any kind by the Purchaser;
(f) the Manager is not (and in the case of each Confirmationsubsidiaries nor, to the knowledge of the Manager, neither any director, officer, manager, member, agent, employee or affiliate of any of the Purchaser nor Issuer, the Vendor thereunder is) in default Manager or the Guarantors or any of their respective subsidiaries is currently subject to any U.S. sanctions administered by the OFAC; and the Manager will not directly or to its knowledge indirectly use the proceeds of any Borrowing under the Series 2019-3 Notes, or lend, contribute or otherwise make available such proceeds to any loan agreementsubsidiary, mortgage, security agreement joint venture partner or other material agreement person or obligation to which it is a party or entity, for the purpose of financing the activities of any person currently the target of any U.S. sanctions administered by which any of its property is bound , except as would not reasonably be expected to result in a Material Adverse Effect;OFAC; and
(gd) there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or to the knowledge none of the Manager threatened, against the Manager (and in the case of each Confirmationor, to the knowledge of the Manager, there are no material actionsany affiliate, suits director, officer, manager, member agent, employee or legal, equitable, arbitration or administrative proceedings pending, or threatened, against the Purchaser or the Vendor thereunder) , except as would not reasonably be expected to result in a Material Adverse Effect;
(h) all tax returns required to be filed by the Manager in any jurisdiction have been filed and all material taxes, assessments, fees and other governmental charges upon the Manager or upon any of its properties, income or franchises have been paid prior to the time that such taxes could give rise to a lien thereon, except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP;
(i) neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, or the registration, recording or filing by the Manager or any other Person of any document with, or the taking of any other action in respect of, any Governmental Authority which has jurisdiction over the Manager (or, in the case of each Confirmation, the Purchaser or the Vendor thereunder) or any of its property, except for (a) the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof), (b) such as have been obtained or made and are in full force and effect and (c) those which if not made or obtained could not reasonably be expected to have a Material Adverse Effect;
(j) the Manager has delivered to EPK a list of creditors person acting on behalf of the Manager, and Income Statements and Balance Sheets has: (i) used any corporate or company funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic or “foreign official” (as defined in the periods ending June 30FCPA) or foreign government employee from corporate or company funds; (iii) violated or is in violation of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the FCPA, 2011the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, June 30or any other similar law or statute of any other jurisdiction in which it operates its business, 2012 and March 31, 2013; such lists, Income Statements and Balance Sheets are accurate in all material respects;
(k) the Manager and the Guarantors, on a consolidated basis (andincluding, in the case of each Confirmation, to the knowledge of the Managercase, the Purchaser rules and the Vendor regulations thereunder), are Solvent;
(l) none of the Purchaser, the Vendor or the Credit Enhancer (other than the Guarantors) with respect to any Transaction is an Affiliate of the Manager;
(m) all information furnished by the Manager in each Confirmation is true, correct, and complete in all material respects; and
(n) the Manager has paid and will continue to pay and maintain in current standing all material taxes, insurances, licenses, etc. as Manager determines in its reasonable discretion required for conduct of its business or profession.
(o) The Manager shall perform all actions for the benefit of EPK and authorized by EPK in a good workmanlike manner and as a reasonably prudent person engaged in a similar business would in similar circumstances.
(p) The Manager shall not permit the change of control of the Manager. "Change of control" as used in the preceding sentence means (a) the acquisition of more than fifty percent (50%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert, or (biv) the acquisition of more than ten percent (10%) of the outstanding voting stock and/or membership interests of the Manager by otherwise made any person bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or group of persons acting in concert if at any time following such acquisition of ten percent (10%) or more of the Manager's outstanding voting stock and/or membership interests more than fifty percent (50%) of the persons serving on the board of directors of the Manager are persons proposed directly or indirectly by the persons or group of persons acting in concert who have acquired such the percent (10%) or more of the Manager's outstanding voting stock and/or membership interests. All representations and warranties by the Manager herein shall survive until all obligations of the Manager under this Agreement have been irrevocably paid in full, and any investigation at any time made by or on behalf of EPK shall not diminish the right of EPK to rely thereonother unlawful payment.
Appears in 1 contract
Sources: Class a 1 Note Purchase Agreement (Driven Brands Holdings Inc.)
The Manager. The Manager hereby represents and warrants, and the delivery by the Manager of each Confirmation shall constitute the further representation and warranty of the Manager, that:
(a) The If the Manager is adjudged bankrupt, enters into an assignment for the benefit of creditors, has a corporation duly organized and validly existing and receiver appointed to administer its interest in good standing under the laws Company, is the subject of a voluntary or involuntary petition for bankruptcy that is not dismissed or vacated within 90 days of filing, or applies to any court for protection from its creditors or has such interest seized by a judgment creditor, or if the Manager shall die, is adjudicated an incompetent, or becomes permanently disabled (the foregoing events are collectively referred to hereinafter as an “Event of Retirement”), said Manager shall immediately retire as a Manager of the State of DelawareCompany.
(b) If a Manager at any time withdraws or suffers an Event of Retirement and there is no remaining Manager, the Class B Members shall have the right, within 90 days thereafter, by the vote of such Members owning a majority of the Units, to appoint one or more new Managers as replacement Manager(s). In such event, the Members shall create for such replacement Manager(s) such interest in the Company Profits, Losses and Cash Flow, as the Class B Members may agree upon, from the interests of the Class B Members proportionately. Any dilution of the equity interests of the Class B Members that may be needed to create an equity interest for a new Manager has all requisite authority to enter into this Agreement and to perform all shall be made pro rata among the obligations required to be performed by it hereunder;collective interests of the Class B Members.
(c) neither In the execution and delivery event of the timely appointment of a replacement or additional Manager(s) pursuant to this Section, the relationship of the Members shall be governed by the Manager provisions of this Agreement, nor the consummation of any Company shall be continued, and the replacement or additional Manager(s) shall have (or if there shall be more than one Manager, share) all of the Transactions herein contemplatedmanagement rights, nor compliance with the terms duties, responsibilities, authority, and provisions hereof, will (i) materially contravene or conflict with the articles of incorporation or bylaws of the Manager, any requirement of law to which the Manager is subject, or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Manager is a party or by which the Manager may be bound, or to which the property of the Manager may be subject, except as would not reasonably be expected to result in a Material Adverse Effect, or (ii) result in the creation or imposition of any lien on the property of the Manager by any party other than EPK;
(d) this Agreement is the legal, valid and binding obligation of the Manager, enforceable against powers provided the Manager in accordance with its termsthis Agreement. In the event that the Class B Members fail to select a replacement or additional Manager(s), subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(e) there is no material fact relevant to the transactions contemplated by this Agreement (and in whichever the case of each Confirmationmay be, there is no material fact relevant to the Transaction set forth in such Confirmation) known to the Manager that the Manager has not disclosed to EPK including pending or current offsets, charge backs or allowances of any kind by the Purchaser;
(f) the Manager is not (and in the case of each Confirmation, to the knowledge within 90 days following retirement of the Manager, neither the Purchaser nor the Vendor thereunder is) in default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which it is a party or by which any of its property is bound , except as would not reasonably be expected to result in a Material Adverse Effect;
(g) there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or to the knowledge of the Manager threatened, against the Manager (and in the case of each Confirmation, to the knowledge of the Manager, there are no material actions, suits or legal, equitable, arbitration or administrative proceedings pending, or threatened, against the Purchaser or the Vendor thereunder) , except as would not reasonably be expected to result in a Material Adverse Effect;
(h) all tax returns required to be filed by the Manager in any jurisdiction have been filed and all material taxes, assessments, fees and other governmental charges upon the Manager or upon any of its properties, income or franchises have been paid prior to the time that such taxes could give rise to a lien thereon, except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP;
(i) neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, or the registration, recording or filing by the Manager or any other Person of any document with, or the taking of any other action in respect of, any Governmental Authority which has jurisdiction over the Manager (or, in the case of each Confirmation, the Purchaser or the Vendor thereunder) or any of its property, except for (a) the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof), (b) such as have been obtained or made and are in full force and effect and (c) those which if not made or obtained could not reasonably be expected to have a Material Adverse Effect;
(j) the Manager has delivered to EPK a list of creditors of the Manager, and Income Statements and Balance Sheets for the periods ending June 30, 2011, June 30, 2012 and March 31, 2013; such lists, Income Statements and Balance Sheets are accurate in all material respects;
(k) the Manager and the Guarantors, on a consolidated basis (and, in the case of each Confirmation, to the knowledge of the last remaining Manager, the Purchaser Company shall dissolve and the Vendor thereunder), are Solvent;
(l) none of the Purchaser, the Vendor or the Credit Enhancer (other than the Guarantors) with respect to any Transaction is an Affiliate of the Manager;
(m) all information furnished by the Manager in each Confirmation is true, correct, and complete in all material respects; and
(n) the Manager has paid and will continue to pay and maintain in current standing all material taxes, insurances, licenses, etc. as Manager determines in its reasonable discretion required for conduct of its business or professionterminate.
(o) The Manager shall perform all actions for the benefit of EPK and authorized by EPK in a good workmanlike manner and as a reasonably prudent person engaged in a similar business would in similar circumstances.
(p) The Manager shall not permit the change of control of the Manager. "Change of control" as used in the preceding sentence means (a) the acquisition of more than fifty percent (50%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert, or (b) the acquisition of more than ten percent (10%) of the outstanding voting stock and/or membership interests of the Manager by any person or group of persons acting in concert if at any time following such acquisition of ten percent (10%) or more of the Manager's outstanding voting stock and/or membership interests more than fifty percent (50%) of the persons serving on the board of directors of the Manager are persons proposed directly or indirectly by the persons or group of persons acting in concert who have acquired such the percent (10%) or more of the Manager's outstanding voting stock and/or membership interests. All representations and warranties by the Manager herein shall survive until all obligations of the Manager under this Agreement have been irrevocably paid in full, and any investigation at any time made by or on behalf of EPK shall not diminish the right of EPK to rely thereon.
Appears in 1 contract