Representations and Warranties; No Event of Default. The representations and warranties herein, in Section 9 of the Credit Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of the Loan Parties to the Agent or any Lender pursuant to the Credit Agreement or any other Loan Document on or immediately prior to the Amendment Effective Date are true and correct in all material respects (unless any such representation or warranty is by its terms qualified by concepts of materiality, in which case that representation or warranty is true and correct in all respects after giving effect to any such materiality qualifier) with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case that representation or warranty is true and correct in all material respects or in all respects, as applicable, as of that 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.

No Representations or Warranties Regarding Tax Effect. Notwithstanding any provision of the Plan to the contrary or any action taken by the Company, Subsidiaries, or the Board with respect to any income tax, social insurance, payroll tax, or other tax, the acceptance of an Award under the Plan represents the Participant’s acknowledgement that the ultimate liability for any such tax owed by the Participant is and remains the Participant’s responsibility, and that the Company makes no representations or warranties about the tax treatment of any Award, and does not commit to structure any aspect of the Award to reduce or eliminate a Participant’s tax liability, including without limitation, under Code Sections 409A and 457A.

No Representation or Warranties Regarding Tax Effect. Notwithstanding any provision of the Plan to the contrary, the Company, Subsidiaries, Affiliates, the Board and the Committee neither represent nor warrant the tax treatment under any federal, state, local or foreign laws and regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any Option granted or any Shares issued to any Participant under the Plan including, but not limited to, when and to what extent such Options or Shares may be subject to tax, penalties and interest under the Tax Laws.

Reassertion of Representations and Warranties, No Default. The Seller hereby represents and warrants that on and as of the date hereof and after giving effect to this Amendment # all of the representations and warranties in the Repurchase Agreement are true, correct, and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Repurchase Agreement, and # there will exist no Default or Event of Default under the Repurchase Agreement, as amended by this Amendment, on such date that the Buyers have not waived.

Section # No Other Representations or Warranties. Except for the representations and warranties contained in this Article V and any certificate or other instrument delivered pursuant hereto, neither ​ nor any other Person makes any other representations or warranties, whether express or implied, on behalf of ​.

No Representations or Warranties. The Subscriber hereby represents that, except as expressly

No Knowledge of Farmor’s Breach. Farmee has no knowledge of any undisclosed breach of Farmor’s representations and warranties hereunder.

Section # No Other Representations or Warranties. ​ and Seller covenant and agree that:

at the time of and immediately after giving effect to any such proposed increase, no Default or Event of Default shall exist, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and, since ​, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;

Obligation to Update Schedules. Immediately prior to the Closing, each Party shall promptly disclose to the others any information contained in the representations and warranties or Schedules which at any time is materially incomplete or is no longer materially correct or any material adverse development affecting the results of either [[Organization A:Organization]] or WESTERN respective operations; provided, however, that no disclosure pursuant to this Agreement shall be deemed to modify, amend or supplement the representations and warranties of a Party or the Schedules attached unless the Party to whom the representations and warranties are made has consented in writing.