Representations and Warranties. Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of [[Organization B:Organization]] to [[Organization A:Organization]] in writing in connection with this Note or the Agreement, or as an inducement to [[Organization A:Organization]] to enter into this Note and the Agreement, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished;

Pledgor is a corporation: # duly formed, validly existing and in good standing under the laws of the State of New York; and # has the power and authority to own and use its assets and conduct its business and operations as now conducted, and as anticipated that its business and operations will hereafter be, conducted.

Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment and to amend the Existing Credit Agreement in the manner provided in this Amendment, the Borrower represents and warrants to the Administrative Agent and each Lender as follows:

Representations and Warranties. Each party herein represents and warrants to the other that it is aware of no other party having an interest in, nor has it assigned, hypothecated or otherwise transferred any interest in the claim or claims which are the subject of this Agreement, and, other than AST, each party hereby agrees to indemnify and hold harmless the other party from any liability, claims, demands, obligations, damages, costs, expenses and attorney’s fees as a result of anyone asserting such interest, assignment, hypothecation or transfer. Each signatory additionally warrants that she/he is authorized to enter into and execute this Agreement on behalf of the party whom she/he is signing. AST is not required to indemnify any party to this Agreement, and AST does not waive any contractual indemnity rights or obligations that may be owed to AST by other parties to this Agreement.

Representations and Warranties. The Borrower hereby represents and warrants to the Lender as follows:

REPRESENTATIONS AND WARRANTIES. [[Organization A:Organization]] represents and warrants:

The representations of the Company and the Shareholders as contained in Section 5 of this Agreement\ shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.

Representations and Warranties. All of the representations and warranties of the Seller Parties set forth in this Agreement and in any certificate delivered by the Sellers or the Company shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for # those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and # any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company or any Seller.

Representations and Warranties. Each representation and warranty set forth in Article VI of the Financing Agreement and each other Loan Document providing that such representations and warranties are made "as of the Effective Date" or like language is hereby amended to provide that such representations and warranties are true, correct and complete "as of the Amendment No. 5 Effective Date" except as set forth on the disclosure schedules to be delivered to the Agents on the Amendment No. 5 Effective Date in respect of schedules to the Financing Agreement and the Security Agreement, which disclosure schedules shall amend and restate the corresponding schedules to the Financing Agreement and the Security Agreement, in each case as in effect prior to the date hereof.

Representations and Warranties. Each Loan Party hereby represents and warrants to the Agents and the ​ as follows: