Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]] that # this Amendment is within its corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of the Borrower, # this Amendment has been duly executed and delivered by the Borrower, # each of this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation of the Borrower, enforceable 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, # as of the date hereof, no Default or Event of Default has occurred and is continuing and # the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects) on and as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.
Representations and Warranties. The BorrowerBorrowers hereby representsrepresent and warrantswarrant to the Administrative Agent and the [[Consenting Lenders:Organization]]Lenders that # the Borrowers have the legal power and authority to execute and deliver this Amendment; # the officers executing this Amendment is within its corporate powers and hashave been duly authorized to execute and deliver the same and bind the Borrowers with respect to the provisions hereof; # the execution and delivery hereof by all necessary corporate and, if required, stockholder actionthe Borrowers and the performance and observance by the Borrowers of the Borrower, # this Amendment has been duly executed and delivered byprovisions hereof do not conflict with, result in a breach in any of the Borrower, # eachprovisions of, constitute a default under, or result in the creation of this Amendment, anda Lien (other than Liens permitted under [Section 5.9] of the Credit Agreement as amended hereby, constitutesAgreement) upon any assets or property of any Credit Party under the provisions of, such Company’s Organizational Documents or any material agreement to which such Company is a legal, valid and binding obligation of the Borrower, enforceable 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,party; # as of the date hereof, no Default or Event of Default has occurredexists, nor will any occur immediately after the execution and is continuing anddelivery of this Amendment; # each of the representations and warranties set forth in Article III of the Credit Agreement andcontained in the other Loan Documents areis true and correct in all material respects (except(or, as to the extent any such representation or warranty is itself qualified byrepresentations and warranties which are subject to a materiality or reference to a Material Adverse Effect, in which case it isEffect qualifier, true and correct in all respects) on and as of the date hereof, with the same effecthereof as thoughif made on and as of the date hereof, except to the extent that any such representations and warrantiesrepresentation or warranty expressly relatestates that it relates to an earlier date, indate (in which case such representations and warranties wererepresentation or warranty is true and correct in all material respects (or, as to any representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, true and correct in all respects) as of such earlier date.date); and # this Amendment constitutes a valid and binding obligation of the Borrowers in every respect, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles (regardless of, whether enforcement is sought in equity or at law).
RepresentationsSECTION #Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]] that # the execution, delivery and performance of this Amendment is within its corporate powers and hasany and all other Loan Documents executed and/or delivered in connection herewith by the Borrower have been duly authorized by all necessary corporate and, if required, stockholderrequisite organizational action on the part of the Borrower, # this Amendment has been duly executedBorrower and delivered bywill not violate the Borrower, # each of this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligationorganizational or governing documents of the Borrower, enforceable in accordance with its terms, subjectBorrower; # before and after giving effect 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, # as of the date hereof, no Default or Event of Default has occurred and is continuing and #this Amendment, the representations and warranties set forthcontained in Article IIIVI of the Amended Credit Agreement and in the other Loan DocumentsDocuments, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (except to the extent any such representation or warranty is itself(or in all respects if qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects)materiality) on and as of the date hereof, with the same effect as though made on and as of the date hereof,Third Amendment Effective Date, except to the extent that such representations and warranties expressly relatespecifically refer to an earlier date, in which case such representations and warranties werethey are true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date.date, and for the purposes of this Amendment, the representations and warranties contained in subsections [(a) and (b) of Section 6.2] of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1 of the Amended Credit Agreement; # no Default or Event of Default under the Amended Credit Agreement has occurred and is continuing; # the Borrower is in compliance with all covenants and agreements contained in the Amended Credit Agreement and the other Loan Documents, as applicable, as amended hereby; and # the Borrower has not amended its organizational or governing documents since the date of execution of the Existing Credit Agreement other than as has been previously disclosed and delivered to the Administrative Agent.
RepresentationsSECTION #Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]] that # the execution, delivery and performance of this Amendment is within its corporate powers and hasany and all other Loan Documents executed and/or delivered in connection herewith by the Borrower have been duly authorized by all necessary corporate and, if required, stockholderrequisite organizational action on the part of the Borrower, # this Amendment has been duly executedBorrower and delivered bywill not violate the Borrower, # each of this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligationorganizational or governing documents of the Borrower, enforceable in accordance with its terms, subjectBorrower; # before and after giving effect 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, # as of the date hereof, no Default or Event of Default has occurred and is continuing and #this Amendment, the representations and warranties set forthcontained in Article IIIVI of the Amended Credit Agreement and in the other Loan DocumentsDocuments, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (except to the extent any such representation or warranty is itself(or in all respects if qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects)materiality) on and as of the date hereof, with the same effect as though made on and as of the date hereof,First Amendment Effective Date, except to the extent that such representations and warranties expressly relatespecifically refer to an earlier date, in which case such representations and warranties werethey are true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date.date, and for the purposes of this Amendment, the representations and warranties contained in subsections [(a) and (b) of Section 6.2] of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1 of the Amended Credit Agreement; # no Default or Event of Default under the Amended Credit Agreement has occurred and is continuing; # the Borrower is in compliance with all covenants and agreements contained in the Amended Credit Agreement and the other Loan Documents, as applicable, as amended hereby; and # the Borrower has not amended its organizational or governing documents since the date of execution of the Existing Credit Agreement other than as has been previously disclosed and delivered to the Administrative Agent.
Representations and Warranties. TheEach Borrower herebyand each Guarantor represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]] that # it has the corporate or other equivalent power and authority to make, deliver and perform this Amendment is within its corporate powers andAmendment, # it has been duly authorized bytaken all necessary corporate and, if required, stockholderor other equivalent action to authorize the execution, delivery and performance of the Borrower,this Amendment, # this Amendment has been duly executed and delivered by the Borrower,on behalf of such Person, # each of this Amendment, and the Credit Agreement as amended hereby,Amendment constitutes a legal, valid and binding obligation of the Borrower,such Person, enforceable against it in accordance with its terms, subject toexcept as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or othersimilar laws affecting the enforcement of creditors’ rights generally and subject toby general equitable principles of equity, regardless of whether considered in a proceeding(whether enforcement is sought by proceedings in equity or at law,law), # aseach of the date hereof, no Default or Event of Default has occurred and is continuing and # the representations and warranties set forthmade by such Credit Party in Article III ofor pursuant to the Credit Agreement and in the other Loan Documents areis true and correct in all material respects (except to the extent anythat such representation orand warranty is itself qualified bysubject to a materiality or reference to a Material Adverse Effect,Effect qualifier, in which case it isshall be true and correct in all respects), in each case on and as of the date hereof, with the same effecthereof as thoughif made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties wereare true and correct in all material respects as of such earlier date.date and # no Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving effect to this Amendment and the transactions contemplated hereby.
RepresentationsSECTION #Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]] that # the execution, delivery and performance of this Amendment is within its corporate powers and hasany and all other Loan Documents executed and/or delivered in connection herewith by the Borrower have been duly authorized by all necessary corporate and, if required, stockholderrequisite organizational action on the part of the Borrower, # this Amendment has been duly executedBorrower and delivered bywill not violate the Borrower, # each of this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligationorganizational or governing documents of the Borrower, enforceable in accordance with its terms, subjectBorrower; # before and after giving effect 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, # as of the date hereof, no Default or Event of Default has occurred and is continuing and #this Amendment, the representations and warranties set forthcontained in Article IIIVI of the Amended Credit Agreement and in the other Loan DocumentsDocuments, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (except to the extent any such representation or warranty is itself(or in all respects if qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects)materiality) on and as of the date hereof, with the same effect as though made on and as of the date hereof,Fourth Amendment Effective Date, except to the extent that such representations and warranties expressly relatespecifically refer to an earlier date, in which case such representations and warranties werethey are true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date.date, and for the purposes of this Amendment, the representations and warranties contained in subsections [(a) and (b) of Section 6.2] of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1 of the Amended Credit Agreement; # no Default or Event of Default under the Amended Credit Agreement has occurred and is continuing; # the Borrower is in compliance with all covenants and agreements contained in the Amended Credit Agreement and the other Loan Documents, as applicable, as amended hereby; and # the Borrower has not amended its organizational or governing documents since the date of execution of the Existing Credit Agreement other than as has been previously disclosed and delivered to the Administrative Agent.
SECTION # Representations and Warranties. TheIn order to induce the Agent to enter into this Agreement, each of the Borrower herebyand the other Loan Parties represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]] that # this Amendment is within its corporate powers andAgreement has been duly authorized by all necessary corporate and, if required, stockholder action of the Borrower, # this Amendment has been dulyauthorized, executed and delivered by the Borrower, # each of this Amendment,the Borrower and the Creditother Loan Parties, and this Agreement as amended hereby, constitutes a legal, valid and binding obligation of the Borrower,each such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization, moratoriumfraudulent conveyance or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardlessequity (regardless of whether considered in a proceedingenforcement is sought in equity or at law,law), # after giving effect to this Agreement, the representations and warranties of the Borrower and each other Loan Party set forth in Article III of the Amended Credit Agreement and in each other Loan Document are true and correct # in the case of representations and warranties qualified as to materiality or Material Adverse Effect, in all respects and # otherwise, in all material respects, in each case on and as of the Effective Date (as defined below), except to the extent that such representations and warranties relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date and # as of the date hereof,Effective Date, after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing and # the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects) on and as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.continuing.
RepresentationsSECTION #Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]] that # this Amendment is within its corporate powers and Waiver has been duly authorized by all necessary corporate and, if required, stockholder action of the Borrower, # this Amendment has been dulyauthorized, executed and delivered by the Borrower, # each ofit and this Amendment,Amendment and Waiver and the Credit Agreement as amended hereby, constitutes aconstitute its legal, valid and binding obligation of the Borrower,obligations, enforceable in accordance with itstheir terms, subject# after giving effect to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generallythis Amendment and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, # as of the date hereof,Waiver, no Default or Event of Default has occurred and is continuingwill exist; and # the representations and warranties set forthcontained in Article III of the Credit Agreementthis Amendment and Waiver and in the Loan Documents, other Loan Documentsthan those expressly made as of a specific date, are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects)as if made on and as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.hereof.
SECTION # Representations and Warranties. The Borrower herebyCompany represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]]Lenders that # this Amendment is within its corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of the Borrower, # this Amendment has been duly executed and delivered by the Borrower, # each of this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation of the Borrower, enforceable 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, # as of the date hereof, no Default or Event of Default has occurred and is continuing andeffectiveness of this Amendment (and after giving effect to such effectiveness): # the representations and warranties of the Company set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or referencestated to a Material Adverse Effect, in which case it is true and correct in all respects) on and as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.date); and # no Default or Event of Default exists.
1.2Ratification and Affirmation; Representations and Warranties. The Borrower and each Guarantor hereby # acknowledges and agrees to the terms of this Agreement and the Credit Agreement, # represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization C:Organization]] that #that, after giving effect to this Amendment is within its corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of the Borrower, # this Amendment has been duly executed and delivered by the Borrower, # each of this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation of the Borrower, enforceable 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, # as of the date hereof, no Default or Event of Default has occurred and is continuing andAgreement, # the representations and warranties of the Borrower and the [[Organization B:Organization]] set forth in Article III of the Credit Agreement, this Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects) on and as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent any such representations and warranties # are expressly relatelimited to an earlier date, in which casecase, on and as of the date hereof, such representations and warranties werecontinue to be true and correct in all material respects as of such specified earlier date.date or # are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties are true and correct in all respects and # no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing as of the date hereof and # ratifies and affirms the covenants, guarantees, pledges, grants of Liens and agreements or other commitments applicable to such Loan Party contained in each Loan Document to which it is a party. The amendment of the Credit Agreement pursuant to this Agreement and all other Loan Documents amended and/or executed and delivered in connection herewith is not intended to, and shall not, constitute a novation of the Credit Agreement or any of the other Loan Documents as in effect immediately prior to the Amendment No. 3 Effective Date.
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