BORROWER'S REPRESENTATION Clause Samples

BORROWER'S REPRESENTATION. Borrower hereby represents and warrants that:
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BORROWER'S REPRESENTATION. (1) If the Borrower attaches export L/C or export collection files to apply for loan, it shall entrust the Bank to handle export negotiation or export collection formalities of abovementioned L/C, and agree that the money obtained therefrom or from other exports will be used to repay the principal and interest of the loan first. (2) If the Borrower attaches the foreign order or export contract to apply for loan, it shall agree, upon receipt of the order and letter of credit under the contract or preparing export collection files, to submit the files immediately to the Bank, and handle the ▇▇▇▇ purchased or export collection or other settlement procedures to the Bank in the loan term. The export payment will be used to repay the principal and interest of the loan first. (3) If the Borrower attaches the order or contract of the domestic traders purchasing export products or documents for export cooperation or contract of accepting the processing and export to apply for allocation of loan, the Bank shall require the Borrower to sign the letter of commitment with the domestic payer of above files paying the payables directly to the Bank. The Borrower shall also agree to use the payment to liquidate the principal and interest of the loan first. (4) If the Borrower does not attach export L/C, export collection files, orders, contracts and agreements to apply for allocation of loan, it shall agree to use the payment from export negotiation, export collection or other exports handled in the Bank during loan term to repay the principal and interest of the loan first.
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BORROWER'S REPRESENTATION. Each time the Borrowers direct the Offshore Account Holder or the Onshore Account Holder to make a transfer or withdrawal from an Account, they shall be deemed to represent and warrant for the benefit of the Lender that such transfer or withdrawal is being made in an amount, and shall be applied solely for the purposes, permitted by this Agreement. The Offshore Account Holder and the Onshore Account Holder may conclusively rely on, and shall incur no liability in so relying on, any such direction.
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BORROWER'S REPRESENTATION. Borrower hereby represents and warrants that it has the requisite power and authority to acknowledge this Agreement, and its acknowledgment does not and will not conflict with or result in a breach of any term or condition of the Loan Agreement.
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BORROWER'S REPRESENTATION. In the case where the Borrower accepts a Commitment from an EJV Party, Mezzanine Lender, Preferred Equity Source, and/or any other Lending Source, then Borrower shall indemnify, defend and hold ▇▇▇▇▇▇▇ and its shareholders, directors, officers, contractors and employees harmless from and against any liability, cost, claim, damage or expense resulting from incorrect or incomplete information supplied by Borrower, and the provisions of this sentence shall survive the termination or expiration of this Agreement. The undersigned signatories represent and warrant that they are duly authorized to execute this Agreement on behalf of the undersigned Borrower.
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BORROWER'S REPRESENTATION. Borrowers hereby make the following repre▇▇▇▇▇▇▇▇ns and warranties to the Lender and acknowledge that Lender is relying on such representations in making the loan: (a) Borrowers shall have good and marketable title to the Property free and clear of any security interests, liens or encumbrances other than (i) the deed of trust in favor of Bank of America Mortgage Company, as beneficiary, securing the Bank of America Note, and (ii) the deed of trust in favor of Lender, securing this Note; (b) The consent of no other per▇▇▇ ▇▇ entity is required to grant to Lender the security interest in the Property evidenced by the Second Deed of Trust. (c) There are no actions, proceedings, claims or disputes pending or, to the Borrowers' knowledge, threatened against or affecting the Borrowers or the Property. (d) Borrowers have delivered to Lender true, correct and complete copies of all First Loan Documents.
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BORROWER'S REPRESENTATION. Each of the Borrowers hereby represents and warrants that, other than as described in this Omnibus Agreement, no Default or Event of Default has occurred and is continuing.
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BORROWER'S REPRESENTATION. Each of the Borrowers hereby represents and warrants that the copies of Governmental Approvals previously provided to the Administrative Agent and the copies of Governmental Approvals provided to the Administrative Agent concurrently with the Second Request Letter constitute all of the Governmental Approvals required to be delivered in connection with all previous Borrowings under the Credit Agreement.
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BORROWER'S REPRESENTATION 
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Related to BORROWER'S REPRESENTATION

  • Borrower’s Representations Borrower hereby represents and warrants that, after giving effect to this Amendment Agreement and the transactions contemplated hereby, no Potential Default or Event of Default has occurred and is continuing under the Credit Agreement or other Loan Documents.

  • BORROWER'S REPRESENTATIONS AND WARRANTIES Borrower represents and warrants that: (a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing; (b) Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; (c) the certificate of incorporation and by-laws of Borrower (collectively, “Organizational Documents”) delivered to Bank on or prior to the date hereof are true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect as of the date hereof, and Borrower shall promptly deliver to Bank any amendments, supplements, restatements or other modifications to such Organizational Documents; (d) the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of Borrower; (e) this Amendment has been duly executed and delivered by the Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and (f) as of the date hereof, Borrower has no defenses against the obligations to pay any amounts under the Obligations. Borrower acknowledges that Bank has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents. Borrower understands and acknowledges that Bank is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Lender Representations Each Lender represents and warrants, as of the date it became a Lender party hereto, and covenants, from the date it became a Lender party hereto to the date it ceases being a Lender party hereto, for the benefit of, Agent and not, for the avoidance of doubt, to or for the benefit of Obligors, that at least one of the following is and will be true: (a) Lender is not using “plan assets” (within the meaning of ERISA Section 3(42) or otherwise) of one or more Benefit Plans with respect to Lender’s entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments or Loan Documents; (b) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to Lender’s entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Loan Documents; (c) (i) Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (ii) such Qualified Professional Asset Manager made the investment decision on behalf of Lender to enter into, participate in, administer and perform the Loans, Letters of Credit, Commitments and Loan Documents, (iii) the entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Loan Documents satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and (iv) to the best knowledge of Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to Lender’s entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Loan Documents; or (d) such other representation, warranty and covenant as may be agreed in writing between Agent, in its discretion, and ▇▇▇▇▇▇.