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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 representationThe representations and warranty set forthwarranties contained in this Amendment and in [Article VI] of the Financing Agreement and in each other Loan Document providingshall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties are made "as of the Effective Date" or like language is hereby amendedshall be true and correct in all respects subject to provide that such representationsqualification) on and warranties are true, correct and complete "asas of the Amendment No. 5 Effective Date"Date as though made on and as of such date, except as set forth on the disclosure schedules to be delivered to the Agentsextent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to "materiality" or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on the Amendment No. 5 Effective Date in respectand as 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.such earlier date).

Representations and Warranties. Each representationWarranties; No Event of Default. The representations and warranty set forthwarranties herein, in [Article VI] of the Financing Agreement and in each other Loan Document providing that such representations and warranties are made "asDocument, certificate or other writing delivered by or on behalf of the Effective Date"Loan Parties to any Agent 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 schedulesany Lender pursuant 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 effector any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date hereof.as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects (except that materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date), and no Default or Event of Default has occurred and is continuing as of the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.

Representations and Warranties. EachWarranties; No Default. (i) All representations and warranties contained in the Financing Agreement, in [Section 4] hereof and in the other Loan Documents in effect on the Amendment Effective Date shall be true and correct in all material respects (except that any representation and warranty set forththat is qualified as to materiality or similar language shall be true and correct in [Article VI]all respects) with the same effect as though such representations and warranties had been made on and as of the Financing Agreement and each other Loan Document providingAmendment Effective Date, except to the extent that such representations and warranties are made "asexpressly relate to an earlier date and # no Default or Event of the Effective Date" or like language is hereby amended to provide that such representationsDefault shall have occurred 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 Agentscontinuing on the Amendment No. 5 Effective Date or would result from this Amendment or the other Loan Documents becoming effective 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.accordance with its or their respective terms.

Loan Document Representations and Warranties. Each representationBefore and warranty set forth in [Article VI]immediately after giving effect to this Amendment, the representations and warranties of the Financing AgreementBorrower and each other Loan Document providing that such representations and warranties are made "asParty contained in [Article 5] of the Effective Date"Credit Agreement or like languageany other Loan Document, are true and correct in all material respects (except that any representation and warranty that is hereby amendedqualified as to provide that such representations“materiality” or “Material Adverse Effect” shall be true and warranties are true, correct in all respects as so qualified) on and complete "asas 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. 58 Effective Date and except that the representations and warranties which by their terms are made as of an earlier date are true and correct in respectall material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) only as 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.such specified date.

Representations

Each of the representations and Warranties. Each representation and warrantywarranties set forth in [Article VI]the Loan Documents is true and correct in all material respects on and as of the Financing AgreementAmendment Effective Date with the same effect as though made on and each other Loan Document providing thatas of the Amendment Effective Date, except to the extent such representations and warranties are made "as of the Effective Date" or like language is hereby amendedexpressly relate to provide thatan earlier date (in which case such representations and warranties are true,were true and correct and complete "asin all material respects 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.such earlier date).

Representations

Each of the representations and Warranties. Each representation and warranty set forthwarranties made by the Loan Parties in or pursuant to [Article VI] of the FinancingCredit Agreement (except, in each case, to the extent applicable to an earlier date) are true and each other Loan Document providing that suchcorrect in all material respects (or true and correct in all respects in the case of representations and warranties are made "asqualified by materiality, Material Adverse Effect, or other similar language) on and as of the First Amendment Effective Date" or like language is hereby amended to provideDate as if made on and as of such date and except that suchfor purposes of this [clause (a)], the representations and warranties are true, correct and complete "ascontained in [Section 6.05(b)] of the Amendment No. 5 Effective Date" except as set forth on the disclosure schedulesCredit Agreement shall be deemed to be deliveredrefer to the Agents onmost recent statements furnished pursuant to [Section 7.01(b)] of the Amendment No. 5 Effective Date in respect of schedules to the Financing AgreementCredit 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

the representations and Warranties. Each representation and warranty set forthwarranties of the Borrowers contained in [Article VI]V] of the FinancingAmended Credit Agreement and the representations and warranties of each Loan Party contained in each other Loan Document providingshall be true and correct on and as of the First Amendment Effective Date, except to the extent that such representations and warranties are made "asspecifically refer to an earlier date, in which case they shall be true and correct as of the Effective Date" or like language is hereby amended to providesuch earlier date, and except that suchthe representations and warranties are true, correctcontained in subsections [[(a) and complete "as(b) of Section 5.05]5]] of the Amendment No. 5 Effective Date" except as set forth on the disclosure schedulesExisting Credit Agreement shall be deemed to be deliveredrefer to the Agents onmost recent statements furnished pursuant to [clauses (a) and (b)])], respectively, of [Section 6.01] of 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.Existing Credit Agreement;

Representations

Each of the representations and Warranties. Each representation and warrantywarranties set forth in [Article VI]the Loan Documents is true and correct in all material respects on and as of the Financing AgreementAmendment Effective Date with the same effect as though made on and each other Loan Document providing thatas of the Amendment Effective Date, except to the extent such representations and warranties are made "as of the Effective Date" or like language is hereby amendedexpressly relate to provide thatan earlier date (in which case such representations and warranties are true,were true and correct and complete "asin all material respects 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.such earlier date).

SECTION # Representations and Warranties. EachThe Borrower hereby represents and warrants that the representations and warranties contained in each of the Loan Documents (as amended or supplemented to date, including pursuant to this Amendment) are true and correct on and as of the First Amendment Effective Date (defined below), before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty set forththat, by its terms, refers to an earlier date, 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.of such earlier date).

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