Representation and Warranty Clause Example with 5 Variations from Business Contracts

This page contains Representation and Warranty clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Representation and Warranty. To induce the Administrative Agents and the Lenders to enter into this First Amendment, each Loan Party represents and warrants to the Administrative Agents and the Lenders on and as of the First Amendment Effective Date (as defined below) that: (a) The execution, delivery and performance by the Borrower and each Guarantor of this First Amendment and the performance of the Amended Credit Agreement, and the acknowledgment of this First Amendment by the other Loan Parties signatory hereto: (i) are... within each such Loan Party's corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action, (ii) do not (A) contravene such Loan Party's Constituent Documents, (B) violate any Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, any material Contractual Obligation of any Loan Party or any of their respective Subsidiaries, other than those which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of their respective Subsidiaries and (iii) do not require any Loan Party to obtain any Permit from, or make any filing with, any Governmental Authority or obtain any consent from, or notice to, any Person, other than (A) as has been obtained and made on or prior to the First Amendment Effective Date and which remains in full force and effect on the First Amendment Effective Date and (B) filings of (or relating to) the Loan Documents with the SEC pursuant to the Borrower's public disclosure obligations under applicable United States federal securities laws and/or the rules of any securities exchange on which the Borrower's securities are listed, except where the failure to obtain any such Permit, make any such filing or obtain any such consent could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) This First Amendment has been duly executed and delivered by or on behalf of the Borrower and acknowledged by each other Loan Party. (c) Each of this First Amendment and the Amended Credit Agreement is the legal, valid and binding obligation of the Borrower and is enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors' rights generally or by general equitable principles relating to enforceability. (d) No Default (other than the Specified Defaults) or Event of Default has occurred and is continuing on the First Amendment Effective Date or would occur after giving effect to this First Amendment. Without limiting the generality of the foregoing, the Borrower is in compliance with Section 5.1 of the Credit Agreement in respect of its Fiscal Quarter ended December 31, 2015. 6 (e) No action, claim or proceeding is now pending or, to the knowledge of any Loan Party, threatened against such Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any foreign, federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party's right or power to enter into or perform any of its obligations under this First Amendment, the Amended Credit Agreement or any other Loan Document to which it is or will be, a party, or the validity or enforceability of this First Amendment, the Amended Credit Agreement or any other Loan Document or any action taken thereunder, or (ii) has a reasonable risk of being determined adversely to such Loan Party and that, if so determined, could reasonably be expected to have a Material Adverse Effect. (f) The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the case may be) as of such specified date). View More
Found in ALERE INC. contract

Variations of a "Representation and Warranty" Clause from Business Contracts

Representation and Warranty. To induce the Administrative Agents and the Lenders party hereto to enter into agree to this First Amendment, the Borrower and each Loan Party of the Station Parties represents and warrants to the Administrative Agents Lenders and the Lenders on Administrative Agent that as of the date hereof and as of the First Amendment Effective Date (as defined below) that: Date: (a) The execution, delivery and performance by the Borrower and each Guarantor of the Station Parties has all requisite power and ...authority to enter into, execute and deliver this First Amendment and to carry out the transactions contemplated by, and to perform its obligations under or in respect of, this First Amendment; (b) the execution and delivery of this First Amendment and the performance of the Amended Credit Agreement, obligations of the Borrower and each of the acknowledgment Station Parties under or in respect of this First Amendment by the other Loan Parties signatory hereto: (i) are within each such Loan Party's corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate or other organizational action on the part of the Borrower and similar action, (ii) each of the Station Parties; (c) the execution and delivery of this First Amendment and the performance of the obligations of such Loan Party under or in respect of this First Amendment do not and will not (i) contravene the terms of such Person's Organizational Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than Permitted Liens), or require any payment to be made under (A) contravene such Loan Party's Constituent Documents, (B) violate any Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of any Loan Party such Person or any of their respective Subsidiaries, other than those which could not reasonably be expected to have, either individually its Subsidiaries or in the aggregate, a Material Adverse Effect, (B) any material order, injunction, writ or (D) result in the imposition decree of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of their respective Subsidiaries and (iii) do not require any Loan Party to obtain any Permit from, or make any filing with, any Governmental Authority or obtain any consent from, arbitral award to which such Person or notice to, its property is subject, or (iii) violate any Person, other than (A) as has been obtained and made on or prior to the First Amendment Effective Date and which remains in full force and effect on the First Amendment Effective Date and (B) filings of (or relating to) the Loan Documents with the SEC pursuant to the Borrower's public disclosure obligations under applicable United States federal securities laws and/or the rules of any securities exchange on which the Borrower's securities are listed, except where the failure to obtain any such Permit, make any such filing or obtain any such consent could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) This material Laws; (d) this First Amendment has been duly executed and delivered by or on behalf of the Borrower and acknowledged by each other Loan Party. (c) Each of this First Amendment the Station Parties and the Amended Credit Agreement is the constitutes a legal, valid and binding obligation of the Borrower and is each of the Station Parties, enforceable against the Borrower and each of the Station Parties in accordance with its terms, except as enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer conveyance, reorganization or other similar laws relating to or affecting the 2 enforcement of creditors' rights generally or by generally, (b) general equitable principles relating to enforceability. (d) No Default (other than the Specified Defaults) (whether considered in a proceeding in equity or Event at law), and (c) requirements of Default has occurred reasonableness, good faith and is continuing on the First Amendment Effective Date or would occur fair dealing; (e) after giving effect to this First Amendment. Without limiting Amendment, no event has occurred and is continuing or will result from the generality execution and delivery of this First Amendment or the performance by the Borrower and the Station Parties of their obligations hereunder that would constitute a Default or an Event of Default; and (f) each of the foregoing, the Borrower is representations and warranties made by such Loan Party in compliance with Section 5.1 of the Credit Agreement in respect of its Fiscal Quarter ended December 31, 2015. 6 (e) No action, claim or proceeding is now pending or, pursuant to the knowledge of any Loan Party, threatened against such Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any foreign, federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party's right or power to enter into or perform any of its obligations under this First Amendment, the Amended Credit Agreement or any other Loan Document Documents to which it is or will be, a party, or the validity or enforceability of this First Amendment, the Amended Credit Agreement or any other Loan Document or any action taken thereunder, or (ii) has a reasonable risk of being determined adversely to such Loan Party and that, if so determined, could reasonably be expected to have a Material Adverse Effect. (f) The representations and warranties contained in the Credit Agreement and the other Loan Documents are as amended hereby, is true and correct in all material respects on and as of the First Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true as if made on and correct in all respects and (y) any representation or warranty which by its terms is made as of a specified date such date; provided, that, to the extent that such representations or warranties specifically refer to an earlier date, they shall be required to be true and correct in all material respects (or all respects, as the case may be) as of such specified date). earlier date; provided, further, that, any representation or warranty that is qualified as to "materiality", "Material Adverse Effect" or similar language shall be true and correct in all respects on such respective dates. View More
Found in Station Casinos LLC contract
Representation and Warranty. To induce the Administrative Agents and the Lenders to enter into this First Amendment, each Loan Party The Borrower hereby represents and warrants to the Administrative Agents Agent and the Lenders on and as of the First Amendment Effective Date (as defined below) that: as follows: (a) Authorization; Enforceability. The execution, delivery and performance by the Borrower and each Guarantor such Loan Party of this First Amendment Amendment, and the performance consummation of the Amended Credit ...Agreement, and transactions contemplated hereby taking place on or about the acknowledgment of this First Amendment by the other Loan Parties signatory hereto: (i) Effective Date, are within each such the Borrower's and Subsidiary Loan Party's corporate or similar powers and, at the time of execution thereof, and have been duly authorized by all necessary corporate and corporate, limited liability company or similar action, (ii) do not (A) contravene such Loan Party's Constituent Documents, (B) violate any Requirement of Law, (C) conflict with, contravene, constitute a default action and, if required, stockholder, member or breach under, any material Contractual Obligation of any Loan Party or any of their respective Subsidiaries, other than those which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of their respective Subsidiaries and (iii) do not require any Loan Party to obtain any Permit from, or make any filing with, any Governmental Authority or obtain any consent from, or notice to, any Person, other than (A) as has been obtained and made on or prior to the First Amendment Effective Date and which remains in full force and effect on the First Amendment Effective Date and (B) filings of (or relating to) the Loan Documents with the SEC pursuant to the Borrower's public disclosure obligations under applicable United States federal securities laws and/or the rules of any securities exchange on which the Borrower's securities are listed, except where the failure to obtain any such Permit, make any such filing or obtain any such consent could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) similar action. This First Amendment has been duly executed and delivered by or on behalf of the Borrower each Loan Party and acknowledged by each other Loan Party. (c) Each of this First Amendment and the Amended Credit Agreement is the constitutes a legal, valid and binding obligation of the Borrower and is or such Subsidiary Loan Party (as the case may be), enforceable against the Borrower it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws affecting creditors' rights generally or by and subject to general equitable principles relating to enforceability. (d) No Default (other than the Specified Defaults) or Event of Default has occurred and is continuing on the First Amendment Effective Date or would occur after giving effect to this First Amendment. Without limiting the generality equity, regardless of the foregoing, the Borrower is whether considered in compliance with Section 5.1 of the Credit Agreement in respect of its Fiscal Quarter ended December 31, 2015. 6 (e) No action, claim or a proceeding is now pending or, to the knowledge of any Loan Party, threatened against such Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any foreign, federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party's right or power to enter into or perform any of its obligations under at law. (b) Governmental Approvals; No Conflicts. The transactions contemplated by this First Amendment, the Amended Credit Agreement Amendment (a) do not require any consent or approval of, registration or filing with, or any other Loan Document to which it is action by, any Governmental Authority, (b) will not violate any applicable law or will be, a party, or the validity or enforceability of this First Amendment, the Amended Credit Agreement regulation or any other Loan Document order of any Governmental Authority, except for such violations that, individually or any action taken thereunder, or (ii) has a reasonable risk of being determined adversely to such Loan Party and that, if so determined, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (f) Effect, (c) will not violate the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries, (d) will not violate or result in a default under any indenture, agreement or other instrument evidencing or governing Indebtedness or any other material agreement binding upon the Borrower or any Subsidiary or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Subsidiary. (c) Representations and Warranties. The representations and warranties of the Loan Parties contained in the Credit Agreement and the other each Senior Loan Documents Document are true and correct in all material respects on and as of the First Amendment Effective Date (it being understood Date, after giving effect to the First Amendment and the consummation of the transactions contemplated by the First Amendment taking place on or about the First Amendment Effective Date, as though made on and as of such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date); provided that (x) any representation or warranty that is qualified by materiality as to "materiality", "Material Adverse Effect" or Material Adverse Effect similar language shall be required to be true and correct in all respects on such respective dates. 4 (d) No Default. No Default or Event of Default exists or has occurred and (y) any representation or warranty which by its terms is made continuing on and as of a specified date shall be required the First Amendment Effective Date or, after giving effect to be true the First Amendment, would result from the First Amendment and correct in all material respects (or all respects, as the case may be) as of such specified date). transactions contemplated hereby. View More
Found in RITE AID CORP contract
Representation and Warranty. To induce the Administrative Agents Agent and the Lenders to enter into this First Fifth Amendment, each Loan Party represents and warrants to the Administrative Agents Agent and the Lenders on and as of the First Fifth Amendment Effective Date (as defined below) that: (a) The execution, delivery and performance by the Borrower and each Guarantor of this First Fifth Amendment and the performance of the Amended Credit Agreement, as amended by this Fifth Amendment (the "Amended Credit Agreement"),... and the acknowledgment of this First Fifth Amendment by the other Loan Parties signatory hereto: (i) are within each such Loan Party's corporate or similar powers and, at the time of execution thereof, have been duly 9 authorized by all necessary corporate and similar action, (ii) do not (A) contravene such Loan Party's Constituent Documents, (B) violate any Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, any material Contractual Obligation of any Loan Party or any of their respective Subsidiaries, other than those which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of their respective Subsidiaries and (iii) do not require any Loan Party or any of their respective Subsidiaries to obtain any Permit from, or make any filing with, any Governmental Authority or obtain any consent from, or notice to, any Person, other than (A) as has been obtained and made on or prior to the First Fifth Amendment Effective Date and which remains in full force and effect on the First Fifth Amendment Effective Date and (B) filings of (or relating to) the Loan Documents with the SEC pursuant to the Borrower's public disclosure obligations under applicable United States federal securities laws and/or the rules of any securities exchange on which the Borrower's securities are listed, except where the failure to obtain any such Permit, make any such filing or obtain any such consent could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) This First Fifth Amendment has been duly executed and delivered by or on behalf of the Borrower and acknowledged by each other Loan Party. (c) Each of this First Fifth Amendment and the Amended Credit Agreement is the legal, valid and binding obligation of the Borrower and is enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors' rights generally or by general equitable principles relating to enforceability. (d) No Default (other than the Specified Defaults) or Event of Default has occurred and is continuing on the First Fifth Amendment Effective Date or would occur after giving effect to this First Fifth Amendment. Without limiting the generality of the foregoing, the Borrower is in compliance with Section 5.1 of the Credit Agreement in respect of its Fiscal Quarter ended December 31, 2015. 6 (e) No action, claim or proceeding is now pending or, to the knowledge of any Loan Party, threatened against such Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any foreign, federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party's right or power to enter into or perform any of its obligations under this First Fifth Amendment, the Amended Credit Agreement or any other Loan Document to which it is or will be, a party, or the validity or enforceability of this First Fifth Amendment, the Amended Credit Agreement or any other Loan Document or any action taken thereunder, or (ii) has a reasonable risk of being determined adversely to such Loan Party and that, if so determined, could reasonably be expected to have a Material Adverse Effect. (f) The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the case may be) as of such specified date). View More
Found in ALERE INC. contract
Representation and Warranty. To induce the Administrative Agents and the Lenders to enter into this First Amendment, each Loan Party The Borrower hereby represents and warrants to the Administrative Agents Agent, each Lender and the Lenders on and Issuing Bank as of the First Amendment Effective Date (as defined below) that: as follows: (a) Authorization; Enforceability. The Borrower and each other Loan Party has the power and authority, and the legal right, to make, deliver and perform this First Amendment and, in the case... of the Borrower, to obtain extensions of credit under the Amended Credit Agreement. The Borrower and each other Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance by the Borrower and each Guarantor of this First Amendment and, in the case of the Borrower, to authorize the extensions of credit on the terms and the performance conditions of the Amended Credit Agreement, and Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the acknowledgment extensions of credit under the Amended Credit Agreement or with the execution, delivery, performance, validity or enforceability of this First Amendment by or the other Loan Parties signatory hereto: Amended Credit Agreement except (i) are within each such Loan Party's corporate or similar powers and, at the time of execution thereof, consents, authorizations, filings and notices have been duly authorized by all necessary corporate obtained or made and similar action, (ii) do not (A) contravene such Loan Party's Constituent Documents, (B) violate any Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, any material Contractual Obligation of any Loan Party or any of their respective Subsidiaries, other than those which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of their respective Subsidiaries and (iii) do not require any Loan Party to obtain any Permit from, or make any filing with, any Governmental Authority or obtain any consent from, or notice to, any Person, other than (A) as has been obtained and made on or prior to the First Amendment Effective Date and which remains are in full force and effect on effect, and (ii) filings required under the Exchange Act in respect of the transactions contemplated by this First Amendment Effective Date and (B) filings of (or relating to) the Loan Documents with the SEC pursuant to the Borrower's public disclosure obligations under applicable United States federal securities laws and/or the rules of any securities exchange on which the Borrower's securities are listed, except where the failure to obtain any such Permit, make any such filing or obtain any such consent could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) Amendment. This First Amendment has been duly executed and delivered by or on behalf of the Borrower and acknowledged by each other Loan Party. (c) Party party hereto. Each of this First Amendment and the Amended 5 Credit Agreement is the constitutes a legal, valid and binding obligation of the Borrower and is each other Loan Party party hereto, enforceable against the Borrower each such other Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws affecting the enforcement of creditors' rights generally or and by general equitable principles relating to enforceability. (d) (whether enforcement is sought by proceedings in equity or at law). (b) No Default (other than the Specified Defaults) or Event Legal Bar. The execution, delivery and performance of Default has occurred and is continuing on the First Amendment Effective Date or would occur after giving effect to this First Amendment. Without limiting Agreement and the generality of the foregoing, the Borrower is in compliance with Section 5.1 of the Amended Credit Agreement in respect will not violate any Requirement of its Fiscal Quarter ended December 31, 2015. 6 (e) No action, claim Law, any Loan Party's organizational documents, or proceeding is now pending or, to the knowledge any material Contractual Obligation of any Loan Party, threatened against such Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any foreign, federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party's right or power to enter into or perform any of its obligations under this First Amendment, the Amended Credit Agreement or any other Loan Document to which it is or will be, a party, or the validity or enforceability of this First Amendment, the Amended Credit Agreement or any other Loan Document or any action taken thereunder, or (ii) has a reasonable risk of being determined adversely to such Loan Party and that, if so determined, could except for violations that would not reasonably be expected to have a Material Adverse Effect. (f) Effect, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Loan Documents). (c) Representations and Warranties. The representations and warranties of the Loan Parties contained in the Credit Agreement and the other each Loan Documents Document are true and correct in all material respects on and as of the First Amendment Effective Date (it being understood Date, after giving effect to the First Amendment and the consummation of the transactions contemplated by the First Amendment taking place on or about the First Amendment Effective Date, as though made on and as of such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date); provided that (x) any representation or warranty that is qualified by materiality as to "materiality", "Material Adverse Effect" or Material Adverse Effect similar language shall be required to be true and correct in all respects on such respective dates. (d) No Default. No Default or Event of Default exists on and (y) any representation or warranty which by its terms is made as of a specified date shall be required the First Amendment Effective Date or, after giving effect to be true the First Amendment, would result from this First Amendment and correct in all material respects (or all respects, as the case may be) as of such specified date). transactions contemplated hereby. View More
Found in Teradyne contract
Representation and Warranty. To induce the Administrative Agents and the Lenders to enter into this First Second Amendment, each Loan Party represents and warrants to the Administrative Agents and the Lenders on and as of the First Second Amendment Effective Date (as defined below) that: (a) The execution, delivery and performance by the Borrower and each Guarantor of this First Second Amendment and the performance of the Amended Credit Agreement, and the acknowledgment of this First Second Amendment by the other Loan Parti...es signatory hereto: (i) are within each such Loan Party's corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action, (ii) do not (A) contravene such Loan Party's Constituent Documents, (B) violate any Requirement of Law, (C) conflict with, contravene, constitute a default or breach under, any material Contractual Obligation of any Loan Party or any of their respective Subsidiaries, other than those which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or (D) result in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or any of their respective Subsidiaries and (iii) do not require any Loan Party to obtain any Permit from, or make any filing with, any Governmental Authority or obtain any consent from, or notice to, any Person, other than (A) as has been obtained and made on or prior to the First Second Amendment Effective Date and which remains in full force and effect on the First Second Amendment Effective Date and (B) filings of (or relating to) the Loan Documents with the SEC pursuant to the Borrower's public disclosure obligations under applicable United States federal securities laws and/or the rules of any securities exchange on which the Borrower's securities are listed, except where the failure to obtain any such Permit, make any such filing or obtain any such consent could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) This First Second Amendment has been duly executed and delivered by or on behalf of the Borrower and acknowledged by each other Loan Party. (c) Each of this First Second Amendment and the Amended Credit Agreement is the legal, valid and binding obligation of the Borrower and is enforceable against the Borrower in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors' rights generally or by general equitable principles relating to enforceability. (d) No Default (other than the Specified Defaults) or Event of Default has occurred and is continuing on the First Second Amendment Effective Date or would occur after giving effect to this First Second Amendment. Without limiting the generality of the foregoing, the Borrower is in compliance with Section 5.1 of the Credit Agreement in respect of its Fiscal Quarter ended December 31, 2015. 6 June 30, 2016. 3 (e) No action, claim or proceeding is now pending or, to the knowledge of any Loan Party, threatened against such Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any foreign, federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party's right or power to enter into or perform any of its obligations under this First Second Amendment, the Amended Credit Agreement or any other Loan Document to which it is or will be, a party, or the validity or enforceability of this First Second Amendment, the Amended Credit Agreement or any other Loan Document or any action taken thereunder, or (ii) has a reasonable risk of being determined adversely to such Loan Party and that, if so determined, could reasonably be expected to have a Material Adverse Effect. (f) The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the First Second Amendment Effective Date (it being understood that (x) any representation or warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the case may be) as of such specified date). View More
Found in ALERE INC. contract