Borrower's Representation and Warranties. 6.1 The Borrower(s) hereby declare(s), represent(s) and warrant(s) that: (a) The Borrower( s ) is / are aware that FICCL has agreed to grant / granted the Loan on the basis of the loan application and on the faith of the representations made by the Borrower(s) and believing the same to be true and correct; (b) That the information given by the Borrower( s ) in his / her Application and any prior or subsequent information provided or explanation furnished to FICCL in connection with Loan are true, complete and accurate in all respect and that no fact or information necessary to be furnished by the Borrower(s) has / have been omitted to be stated in order to induce FICCL to provide the Loan; (c) That subsequent to the Application there has been no adverse material change in the financial condition of the Borrower(s) nor has any event which is or may be prejudicial to the interest of FICCL taken place which would affect the grant of the Loan as requested in the Application and/or adversely affect the ability of the Borrower(s) to perform all or any of its obligations under this Agreement; (d) That there are no mortgages, charges, lispendens or liens or other encumbrances or any right of way, light or other easements or right of support on the whole or any part of Property; (e) That no notice of acquisition or requisition has been issued against or published or received in respect of the Property and no adverse claim has been made against the Property or any part thereof nor is the Property reserved for any purpose; (f) That the Borrower( s ) is / are absolutely seized and possessed of and entitled to the Property and that the Borrower( s ) has / have a clear and marketable title to the Property and is capable of being mortgaged in favour of FICCL; (g) As of the date of this Agreement, there is no litigation, proceeding or dispute or action pending or threatened against the Borrower( s ), the adverse determination of which might substantially affect the Borrower(s)’ ability to repay the Loan or have a materially adverse effect on the financial condition of the Borrower(s); (h) That the Borrower( s ) is / are not aware of any documents, judgment or legal process or other charges or any latent or patent defect affecting the title of the Property or of any material defect in the Property or its title which has remained undisclosed and / or which may affect FICCL prejudicially and has / have made available to FICCL the title deeds in respect of the Property and shall furnish other documents as may be required by FICCL; (i) That the Borrower( s ) Property is / are not included in or affected by any of the schemes of Central/ State Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central/ State Government or of any corporation, Municipal Committee, Gram Panchyat etc.; (j) That no suit is pending in any court of law in respect of the Property nor has / have Borrower(s) been served with any notice for infringing the provisions of Municipal Act relating to local bodies or Gram Panchyat or local Authorities or with any process under any of these Acts; (k) The Borrower( s ) has / have obtained all permission, approvals consent or sanctions, if any required, of the government or any statutory body, financial institution, agency or authority for availing of the Loan and creating the security, and will at all times till the amounts due to FICCL are paid in full and the Loan is fully repaid, keep all such permissions, approvals, consents or sanctions valid and subsisting; (l) That no material change has taken place which would affect the construction of the Property; (m) The Agreement and the documents to be executed in pursuance hereof when executed and delivered, will constitute valid and binding obligations of the Borrower(s); (n) The Borrower( s ) has / have not taken any action nor have any steps been taken or legal proceeding been initiated or threatened against the Borrower( s ) for its administration, reorganization, insolvency, bankruptcy or for appointment of receiver, administrator or court officer of Borrower(s) or all or any of its assets or undertakings; (o) The execution and delivery of this Agreement and the performance of its obligations hereunder does not (i) contravene any applicable law, statute or regulation or any judgment or decree to which the Borrower(s) is/are subject, (ii) conflict or result in any breach of any of the terms of or constitute default of any covenant, conditions and stipulations under any existing agreement to which the Borrower(s) is/are a party or
Appears in 1 contract
Sources: Loan Agreement
Borrower's Representation and Warranties. 6.1 The Borrower(s) hereby declare(s), represent(s) and warrant(s) that:
(a) The Borrower( s Borrower(s) is / is/are aware that FICCL SMFG India Credit has agreed to grant / grant/granted the Loan on the basis of the loan application for purchase of the Equipments and on the faith of the representations made by the Borrower(s) and believing the same to be true and correct;
(b) That the information given by the Borrower( s ) in his / her Application and any prior or subsequent information provided or explanation furnished to FICCL in connection with Loan are true, complete and accurate in all respect correct and that no fact or information necessary to be furnished by the Borrower(s) has / have been omitted to be stated in order to induce FICCL SMFG India Credit to provide the Loan;
(cb) That subsequent to the Application there has been no adverse material change in the financial condition of the The Borrower(s) nor has any event which is or may be prejudicial to the interest of FICCL taken place which would affect the grant of the Loan as requested in the Application and/or adversely affect the ability of the Borrower(s) to perform all or any of its obligations under this Agreement;
(d) That there are no mortgages, charges, lispendens or liens or other encumbrances or any right of way, light or other easements or right of support on the whole or any part of Property;
(e) That no notice of acquisition or requisition has been issued against or published or received in respect of the Property and no adverse claim has been made against the Property or any part thereof nor is the Property reserved for any purpose;
(f) That the Borrower( s ) is / are absolutely seized and possessed of and entitled to the Property and that the Borrower( s ) has / have a clear and marketable title to the Property and is capable of being mortgaged in favour of FICCL;
(g) As of the date of this Agreement, there is no litigation, proceeding or dispute or action pending or threatened against the Borrower( s ), the adverse determination of which might substantially affect the Borrower(s)’ ability to repay the Loan or have a materially adverse effect on the financial condition of the Borrower(s);
(h) That the Borrower( s ) is / are not aware of any documents, judgment or legal process or other charges or any latent or patent defect affecting the title of the Property or of any material defect in the Property or its title which has remained undisclosed and / or which may affect FICCL prejudicially and has / have made available to FICCL the title deeds in respect of the Property and shall furnish other documents as may be required by FICCL;
(i) That the Borrower( s ) Property is / are not included in or affected by any of the schemes of Central/ State Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central/ State Government or of any corporation, Municipal Committee, Gram Panchyat etc.;
(j) That no suit is pending in any court of law in respect of the Property nor has / have Borrower(s) been served with any notice for infringing the provisions of Municipal Act relating to local bodies or Gram Panchyat or local Authorities or with any process under any of these Acts;
(k) The Borrower( s ) has / has/have obtained all permission, approvals consent or sanctions, if any required, of the government or any statutory body, financial institution, agency or authority for availing of the Loan and creating the security, and will at all times till the amounts due to FICCL SMFG India Credit are paid in full and the Loan is fully repaid, keep all such permissions, approvals, consents or sanctions valid and subsisting;
(lc) That no material change has taken place which would affect the construction The officer of the PropertyBorrower(s) executing this Agreement and the documents executed in the pursuance hereof, are duly and properly in office and fully authorized to execute the same;
(md) The Agreement and the documents to be executed in pursuance hereof when executed and delivered, will constitute valid and binding obligations of the Borrower(s);
(ne) The Borrower( s Borrower(s) has / has/have not taken any action nor have any steps been taken or legal proceeding been initiated or threatened against the Borrower( s Borrower(s) for its winding-up, dissolution, administration, reorganization, insolvency, bankruptcy or for appointment of receiver, administrator or court officer of Borrower(s▇▇▇▇▇▇▇▇(s) or all or any of its assets or undertakings;
(of) As of the date of this Agreement, there is no litigation, proceeding or dispute or action pending or threatened against the Borrower(s), the adverse determination of which might substantially affect the Borrower(s) ability to repay the Loan or have a materially adverse effect on the financial condition of the Borrower(s);
(g) The execution and delivery of this Agreement and the performance of its obligations hereunder does not (i) contravene any applicable law, statute or regulation or any judgment or decree to which the Borrower(s) is/are subject, (ii) conflict or result in any breach of any of the terms of or constitute default of any covenant, conditions and stipulations under any existing agreement to which the Borrower(s) is/are a party or (iii) conflict or contravene any provision of the memorandum and articles of association / partnership deed/trust deed/bye laws of the society or other constitutional documents of the Borrower(s);
(h) There has been no material adverse Effect on the financial condition of the Borrower(s), nor has any event which is or may be prejudicial to the interest of SMFG India Credit taken place since the date of the latest audited financials of the Borrower(s) which is likely to materially and/or adversely affect the ability of the Borrower(s) to perform all or any of its obligations under this Agreement;
(i) The audited annual accounts of the Borrower(s) has/have been prepared in accordance with generally accepted accounting principles consistently applied and give, in conjunction with the notes thereto, a true and fair view of the financial condition and position of the Borrower(s) during the financial year then ended;
(j) There are no mortgages, charges, or liens of whatsoever nature against any of the Borrower(s)’s assets or properties save and except those already expressly mentioned and disclosed by the Borrower(s) to SMFG India Credit in writing, including in any application for the Loan, prior to this Agreement;
(k) No facts, circumstances or events, materially detrimental to the borrowing, the ability of the Borrower(s) to meet its obligations hereunder and/or in respect of the Loan, and/or the financial condition of the Borrower(s), and/or the ability of SMFG India Credit to exercise its rights hereunder and/or to receive due repayment and payment of the amounts due by the Borrower(s) under the Loan, has occurred or, in the estimation of the Borrower(s), is likely to occur;
(l) The Borrower(s) will at all times comply with and abide by all applicable laws and regulations including but not limited to all labour welfare related and environment protection statutes and provisions;
(m) The fair value of the assets of the Borrower(s) exceeds its aggregate liabilities whether actual, contingent or collateral the Borrower(s) has the ability to meet all of its obligations as they mature and the Borrower(s) has sufficient capital to carry on its business.;
(n) The Borrower(s) further acknowledge(s) and confirms that the information provided to SMFG India Credit in connection with the Loan does not contain any untrue statement of a material fact, nor does it omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made;
(o) The Borrower(s) shall be exclusively responsible for getting the delivery of the Equipment from the manufacturer or the dealer. SMFG India Credit shall not be liable for any delay in delivery of the Equipment or any demurrage cost or the quality/condition/fitness of the Assets. The Borrower(s) absolve(s) SMFG India Credit from any liability in respect of the above and the Borrower(s) shall not withhold payment of stipulated Loan installments on the pretext that the Equipment has not been delivered;
(p) The Borrower(s) recognize(s) that any manufacturer / dealer in Equipment or other such person by or through whom this transaction may have been introduced, negotiated or conducted are not an agent of SMFG India Credit and that SMFG India Credit has no liability for any representations or statements not made directly by SMFG India Credit to the Borrower(s);
(q) The Borrower(s) represent(s) and warrant(s) that ▇▇▇▇▇▇▇▇(s) will not seek to claim or recover from SMFG India Credit on any grounds whatsoever and/or in any circumstances whatsoever, any punitive damages or compensation, direct, indirect or consequential, in connection with the Facilities or the transaction contemplated hereby or for any acts or actions whatsoever of SMFG India Credit hereunder and/or in respect of the Facilities, taken or omitted by SMFG India Credit in terms hereof and/or pursuant hereto and/or to protect any of its interests and rights as SMFG India Credit or a creditor;
6.2 The Borrower(s) hereby confirm(s) and certify(ies) and shall so confirm and certify in writing in such form and in such detail as required by SMFG India Credit at each new money borrowing and/ or at such other times as required by SMFG India Credit, that:
1) all of the representations, undertakings and warranties made by the Borrower(s) herein are true and valid as of such date; 2) that no Event of Default, as specified in Clause 8 hereunder, has occurred or, with the passage of time or the giving of notice is likely to occur; and 3) without prejudice to (1) above, specifically that no facts or circumstances or events, materially detrimental to the borrowing, the ability of the Borrower(s) to meet its obligations hereunder and/or in respect of the Loan, and/or the financial condition of the Borrower(s), and/or the ability of SMFG India Credit to exercise its rights hereunder and/or to receive due repayment and payment of the amounts due by the Borrower(s) under the Loan, has occurred or, in the estimation of the Borrower(s), is likely to occur.
6.3 The Borrower(s) undertake(s) to notify SMFG India Credit in writing promptly if it becomes aware of any circumstances arising after the date of this Agreement which would cause any of representation and warranties to become untrue inaccurate or misleading in any respect being material to the financial or trading position or prospects of the Borrower(s).
Appears in 1 contract
Sources: Loan Cum Hypothecation Agreement
Borrower's Representation and Warranties. 6.1 The Borrower(s) hereby declare(s), represent(s) and warrant(s) that:
(a) The Borrower( s Borrower(s) is / is/are aware that FICCL has agreed to grant / grant/granted the Loan on the basis of the loan application for purchase of the Equipments and on the faith of the representations made by the Borrower(s) and believing the same to be true and correct;
(b) That the information given by the Borrower( s ) in his / her Application and any prior or subsequent information provided or explanation furnished to FICCL in connection with Loan are true, complete and accurate in all respect correct and that no fact or information necessary to be furnished by the Borrower(s) has / have been omitted to be stated in order to induce FICCL to provide the Loan;
(cb) That subsequent to the Application there has been no adverse material change in the financial condition of the The Borrower(s) nor has any event which is or may be prejudicial to the interest of FICCL taken place which would affect the grant of the Loan as requested in the Application and/or adversely affect the ability of the Borrower(s) to perform all or any of its obligations under this Agreement;
(d) That there are no mortgages, charges, lispendens or liens or other encumbrances or any right of way, light or other easements or right of support on the whole or any part of Property;
(e) That no notice of acquisition or requisition has been issued against or published or received in respect of the Property and no adverse claim has been made against the Property or any part thereof nor is the Property reserved for any purpose;
(f) That the Borrower( s ) is / are absolutely seized and possessed of and entitled to the Property and that the Borrower( s ) has / have a clear and marketable title to the Property and is capable of being mortgaged in favour of FICCL;
(g) As of the date of this Agreement, there is no litigation, proceeding or dispute or action pending or threatened against the Borrower( s ), the adverse determination of which might substantially affect the Borrower(s)’ ability to repay the Loan or have a materially adverse effect on the financial condition of the Borrower(s);
(h) That the Borrower( s ) is / are not aware of any documents, judgment or legal process or other charges or any latent or patent defect affecting the title of the Property or of any material defect in the Property or its title which has remained undisclosed and / or which may affect FICCL prejudicially and has / have made available to FICCL the title deeds in respect of the Property and shall furnish other documents as may be required by FICCL;
(i) That the Borrower( s ) Property is / are not included in or affected by any of the schemes of Central/ State Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central/ State Government or of any corporation, Municipal Committee, Gram Panchyat etc.;
(j) That no suit is pending in any court of law in respect of the Property nor has / have Borrower(s) been served with any notice for infringing the provisions of Municipal Act relating to local bodies or Gram Panchyat or local Authorities or with any process under any of these Acts;
(k) The Borrower( s ) has / has/have obtained all permission, approvals consent or sanctions, if any required, of the government or any statutory body, financial institution, agency or authority for availing of the Loan and creating the security, and will at all times till the amounts due to FICCL are paid in full and the Loan is fully repaid, keep all such permissions, approvals, consents or sanctions valid and subsisting;
(lc) That no material change has taken place which would affect the construction The officer of the PropertyBorrower(s) executing this Agreement and the documents executed in the pursuance hereof, are duly and properly in office and fully authorized to execute the same;
(md) The Agreement and the documents to be executed in pursuance hereof when executed and delivered, will constitute valid and binding obligations of the Borrower(s);
(ne) The Borrower( s Borrower(s) has / has/have not taken any action nor have any steps been taken or legal proceeding been initiated or threatened against the Borrower( s Borrower(s) for its winding-up, dissolution, administration, reorganization, insolvency, bankruptcy or for appointment of receiver, administrator or court officer of Borrower(s) or all or any of its assets or undertakings;
(of) As of the date of this Agreement, there is no litigation, proceeding or dispute or action pending or threatened against the Borrower(s), the adverse determination of which might substantially affect the Borrower(s) ability to repay the Loan or have a materially adverse effect on the financial condition of the Borrower(s);
(g) The execution and delivery of this Agreement and the performance of its obligations hereunder does not (i) contravene any applicable law, statute or regulation or any judgment or decree to which the Borrower(s) is/are subject, (ii) conflict or result in any breach of any of the terms of or constitute default of any covenant, conditions and stipulations under any existing agreement to which the Borrower(s) is/are a party or (iii) conflict or contravene any provision of the memorandum and articles of association / partnership deed/trust deed/bye laws of the society or other constitutional documents of the Borrower(s);
(h) There has been no material adverse change in the financial condition of the Borrower(s), nor has any event which is or may be prejudicial to the interest of FICCL taken place since the date of the latest audited financials of the Borrower(s) which is likely to materially and/or adversely affect the ability of the Borrower(s) to perform all or any of its obligations under this Agreement;
(i) The audited annual accounts of the Borrower(s) has/have been prepared in accordance with generally accepted accounting principles consistently applied and give, in conjunction with the notes thereto, a true and fair view of the financial condition and position of the Borrower(s) during the financial year then ended;
(j) There are no mortgages, charges, or liens of whatsoever nature against any of the Borrower(s)’s assets or properties save and except those already expressly mentioned and disclosed by the Borrower(s) to FICCL in writing, including in any application for the Loan, prior to this Agreement;
(k) No facts, circumstances or events, materially detrimental to the borrowing, the ability of the Borrower(s) to meet its obligations hereunder and/or in respect of the Loan, and/or the financial condition of the Borrower(s), and/or the ability of FICCL to exercise its rights hereunder and/or to receive due repayment and payment of the amounts due by the Borrower(s) under the Loan , has occurred or, in the estimation of the Borrower(s), is likely to occur;
(l) The Borrower(s) will at all times comply with and abide by all applicable laws and regulations including but not limited to all labour welfare related and environment protection statutes and provisions;
(m) The fair value of the assets of the Borrower(s) exceeds its aggregate liabilities whether actual, contingent or collateral the Borrower(s) has the ability to meet all of its obligations as they mature and the Borrower(s) has sufficient capital to carry on its business.;
(n) The Borrower(s) further acknowledge(s) and confirms that the information provided to FICCL in connection with the Loan does not contain any untrue statement of a material fact, nor does it omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made;
(o) The Borrower(s) shall be exclusively responsible for getting the delivery of the Equipment from the manufacturer or the dealer. FICCL shall not be liable for any delay in delivery of the Equipment or any demurrage cost or the quality/condition/fitness of the Assets. The Borrower(s) absolve(s) FICCL from any liability in respect of the above and the Borrower(s) shall not withhold payment of stipulated Loan installments on the pretext that the Equipment has not been delivered;
(p) The Borrower(s) recognize(s) that any manufacturer / dealer in Equipment or other such person by or through whom this transaction may have been introduced, negotiated or conducted are not an agent of FICCL and that FICCL has no liability for any representations or statements not made directly by FICCL to the Borrower(s);
(q) The Borrower(s) represent(s) and warrant(s) that Borrower(s) will not seek to claim or recover from FICCL on any grounds whatsoever and/or in any circumstances whatsoever, any punitive damages or compensation, direct, indirect or consequential, in connection with the Facilities or the transaction contemplated hereby or for any acts or actions whatsoever of FICCL hereunder and/or in respect of the Facilities, taken or omitted by FICCL in terms hereof and/or pursuant hereto and/or to protect any of its interests and rights as FICCL or a creditor;
6.2 The Borrower(s) hereby confirm(s) and certify(ies) and shall so confirm and certify in writing in such form and in such detail as required by FICCL at each new money borrowing and/ or at such other times as required by FICCL, that: 1) all of the representations, undertakings and warranties made by the Borrower(s) herein are true and valid as of such date; 2) that no Event of Default, as specified in Clause 8 hereunder, has occurred or, with the passage of time or the giving of notice is likely to occur; and 3) without prejudice to (1) above, specifically that no facts or circumstances or events, materially detrimental to the borrowing, the ability of the Borrower(s) to meet its obligations hereunder and/or in respect of the Loan, and/or the financial condition of the Borrower(s), and/or the ability of FICCL to exercise its rights hereunder and/or to receive due repayment and payment of the amounts due by the Borrower(s) under the Loan, has occurred or, in the estimation of the Borrower(s), is likely to occur.
6.3 The Borrower(s) undertake(s) to notify FICCL in writing promptly if it becomes aware of any circumstances arising after the date of this Agreement which would cause any of representation and warranties to become untrue inaccurate or misleading in any respect being material to the financial or trading position or prospects of the Borrower(s).
Appears in 1 contract
Sources: Loan Cum Hypothecation Agreement
Borrower's Representation and Warranties. 6.1 The Borrower(s) To induce the Noteholder to enter into this Agreement, the Borrower hereby declare(s), represent(s) represents and warrant(s) warrants to the Noteholder that:
(a) The Borrower is validly existing under the laws of the state of its organization and has full power and authority to enter into this Agreement, to execute and deliver all documents and instruments required hereunder, and to incur and perform the obligations provided for herein and therein, and to perform and carry out the terms of the Loan Documents, all of which have been duly authorized by all necessary entity action of the Borrower( s , and no consent or approval of any third party (other than the Noteholder, whose consent and approval is given pursuant to the terms of this Agreement) is / are aware that FICCL required as a condition to the validity or enforceability hereof or thereof; except for the amendments set forth in Section 8 below, this Agreement has agreed to grant / granted not affected any obligations and liabilities of Borrower under the Loan on the basis of the loan application and on the faith of the representations made by the Borrower(s) and believing the same to be true and correctDocuments;
(b) That the information given by current financial position of Borrower has not materially. or adversely changed from that reflected in the Borrower( s ) in his / her Application and any prior or subsequent information financial statements most recently provided or explanation furnished to FICCL in connection with Loan are true, complete and accurate in all respect and that no fact or information necessary to be furnished by the Borrower(s) has / have been omitted to be stated in order to induce FICCL to provide the LoanNoteholder;
(c) That subsequent to the Application there has been no adverse material change in the financial condition of the Borrower(s) nor has any event which is or may be prejudicial to the interest of FICCL taken place which would affect the grant of the Loan as requested in the Application and/or adversely affect the ability of the Borrower(s) to perform all or any of its obligations under this Agreement[intentionally omitted];
(d) That there are no mortgages, charges, lispendens or liens or other encumbrances or any right of way, light or other easements or right of support on this Agreement has been duly executed and delivered by the whole or any part of PropertyBorrower;
(e) That no notice of acquisition or requisition has been issued against or published or received in respect this Agreement will constitute the valid and legally binding obligation of the Property and no adverse claim has been made Borrower, enforceable against the Property Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and equitable principles relating to or any part thereof nor is the Property reserved for any purposelimiting creditors’ rights generally;
(f) That the Borrower( s execution, delivery and performance by the Borrower of this Agreement will not violate (i) any provision of law or any order, rule or regulation of any court or governmental authority, or (ii) any instrument, contract, agreement, indenture, mortgage, deed of trust or other material document or obligation to which the Borrower is / are absolutely seized and possessed of and entitled to a party or by which the Property and that the Borrower( s ) has / have a clear and marketable title to the Property and is capable of being mortgaged in favour of FICCLbound;
(g) As of the date of this Agreement, there is no litigationaction, suit, proceeding or dispute investigation pending or, to Borrower’s knowledge, threatened that challenges the validity or action pending enforceability of this Agreement or threatened against the Borrower( s ), the adverse determination any of which might substantially affect the Borrower(s)’ ability to repay the Loan Documents, or have a materially adverse effect on the financial condition of the Borrower(s)any action required to be taken pursuant hereto or thereto;
(h) That no Default has occurred and is continuing under the Borrower( s ) is / are not aware of any documents, judgment or legal process or other charges or any latent or patent defect affecting Note and/or the title of the Property or of any material defect in the Property or its title which has remained undisclosed and / or which may affect FICCL prejudicially and has / have made available to FICCL the title deeds in respect of the Property and shall furnish other documents as may be required by FICCL;Loan · Documents; and
(i) That the Borrower( s ) Property Borrower further represents and warrants to Noteholder that Borrower is / are not included in or affected by any not, and none of the schemes of Central/ State Government principals, affiliates or, to Borrower’s knowledge, other persons holding direct or of the improvement trust indirect interests in Borrower are “Non-Qualified Persons” or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central/ State Government or of any corporation, Municipal Committee, Gram Panchyat etc“Embargoed Persons” as those terms are more particularly defined on Exhibit “B” attached hereto and made a part hereof.;
(j) That no suit is pending in any court of law in respect of the Property nor has / have Borrower(s) been served with any notice for infringing the provisions of Municipal Act relating to local bodies or Gram Panchyat or local Authorities or with any process under any of these Acts;
(k) The Borrower( s ) has / have obtained all permission, approvals consent or sanctions, if any required, of the government or any statutory body, financial institution, agency or authority for availing of the Loan and creating the security, and will at all times till the amounts due to FICCL are paid in full and the Loan is fully repaid, keep all such permissions, approvals, consents or sanctions valid and subsisting;
(l) That no material change has taken place which would affect the construction of the Property;
(m) The Agreement and the documents to be executed in pursuance hereof when executed and delivered, will constitute valid and binding obligations of the Borrower(s);
(n) The Borrower( s ) has / have not taken any action nor have any steps been taken or legal proceeding been initiated or threatened against the Borrower( s ) for its administration, reorganization, insolvency, bankruptcy or for appointment of receiver, administrator or court officer of Borrower(s) or all or any of its assets or undertakings;
(o) The execution and delivery of this Agreement and the performance of its obligations hereunder does not (i) contravene any applicable law, statute or regulation or any judgment or decree to which the Borrower(s) is/are subject, (ii) conflict or result in any breach of any of the terms of or constitute default of any covenant, conditions and stipulations under any existing agreement to which the Borrower(s) is/are a party or
Appears in 1 contract
Sources: Consent Agreement (Rexford Industrial Realty, Inc.)
Borrower's Representation and Warranties. 6.1 6.1. The Borrower(s) hereby declare(s), represent(s) and warrant(s) that:
(a) The Borrower( s Borrower(s) is / is/are aware that FICCL BPTS has agreed to grant / grant/granted the Loan on the basis of the loan application its proposal for Procurement, Operation and Management of Urban buses and on the faith of the representations made by the Borrower(s) and believing the same to be true and correct;
(b) That the information given by the Borrower( s ) in his / her Application and any prior or subsequent information provided or explanation furnished to FICCL in connection with Loan are true, complete and accurate in all respect correct and that no fact or information necessary to be furnished by the Borrower(s) has / have been omitted to be stated in order to induce FICCL BPTS to provide the Loan;
(cb) That subsequent to the Application there has been no adverse material change in the financial condition of the The Borrower(s) nor has any event which is or may be prejudicial to the interest of FICCL taken place which would affect the grant of the Loan as requested in the Application and/or adversely affect the ability of the Borrower(s) to perform all or any of its obligations under this Agreement;
(d) That there are no mortgages, charges, lispendens or liens or other encumbrances or any right of way, light or other easements or right of support on the whole or any part of Property;
(e) That no notice of acquisition or requisition has been issued against or published or received in respect of the Property and no adverse claim has been made against the Property or any part thereof nor is the Property reserved for any purpose;
(f) That the Borrower( s ) is / are absolutely seized and possessed of and entitled to the Property and that the Borrower( s ) has / have a clear and marketable title to the Property and is capable of being mortgaged in favour of FICCL;
(g) As of the date of this Agreement, there is no litigation, proceeding or dispute or action pending or threatened against the Borrower( s ), the adverse determination of which might substantially affect the Borrower(s)’ ability to repay the Loan or have a materially adverse effect on the financial condition of the Borrower(s);
(h) That the Borrower( s ) is / are not aware of any documents, judgment or legal process or other charges or any latent or patent defect affecting the title of the Property or of any material defect in the Property or its title which has remained undisclosed and / or which may affect FICCL prejudicially and has / have made available to FICCL the title deeds in respect of the Property and shall furnish other documents as may be required by FICCL;
(i) That the Borrower( s ) Property is / are not included in or affected by any of the schemes of Central/ State Government or of the improvement trust or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central/ State Government or of any corporation, Municipal Committee, Gram Panchyat etc.;
(j) That no suit is pending in any court of law in respect of the Property nor has / have Borrower(s) been served with any notice for infringing the provisions of Municipal Act relating to local bodies or Gram Panchyat or local Authorities or with any process under any of these Acts;
(k) The Borrower( s ) has / has/have obtained all permission, approvals consent or sanctions, if any required, of the government or any statutory body, financial institution, agency or authority for availing of the Loan and creating the security, and will at all times till the amounts due to FICCL BPTS are paid in full and the Loan is fully repaid, keep all such permissions, approvals, consents or sanctions valid and subsisting;
(lc) That no material change has taken place which would affect the construction The officer of the PropertyBorrower(s) executing this Agreement and the documents executed in the pursuance hereof, are duly and properly in office and fully authorized to execute the same;
(md) The Agreement and the documents to be executed in pursuance hereof when executed and delivered, will constitute valid and binding obligations of the Borrower(s);
(ne) The Borrower( s Borrower(s) has / has/have not taken any action nor have any steps been taken or legal proceeding been initiated or threatened against the Borrower( s Borrower(s) for its winding-up, dissolution, administration, reorganization, insolvency, bankruptcy or for appointment of receiver, administrator or court officer of Borrower(s) or all or any of its assets or undertakings;
(of) As of the date of this Agreement, there is no litigation, proceeding or dispute or action pending or threatened against the Borrower(s), the adverse determination of which might substantially affect the Borrower(s) ability to repay the Loan or have a materially adverse effect on the financial condition of the Borrower(s);
(g) The execution and delivery of this Agreement and the performance of its obligations hereunder does not (i) contravene any applicable law, statute or regulation or any judgment or decree to which the Borrower(s) is/are subject, (ii) conflict or result in any breach of any of the terms of or constitute default of any covenant, conditions and stipulations under any existing agreement to which the Borrower(s) is/are a party or (iii) conflict or contravene any provision of the memorandum and articles of association / partnership deed/trust deed/bye laws of the society or other constitutional documents of the Borrower(s);
(h) There has been no material adverse change in the financial condition of the Borrower(s), nor has any event which is or may be prejudicial to the interest of BPTS taken place since the date of the latest audited financials of the Borrower(s) which is likely to materially and/or adversely affect the ability of the Borrower(s) to perform all or any of its obligations under this Agreement;
(i) The audited annual accounts of the Borrower(s) has/have been prepared in accordance with generally accepted accounting principles consistently applied and give, in conjunction with the notes thereto, a true and fair view of the financial condition and position of the Borrower(s) during the financial year then ended;
(j) There are no mortgages, charges, or liens of whatsoever nature against any of the Borrower(s)’s assets or properties save and except those already expressly mentioned and disclosed by the Borrower(s) to BPTS in writing, including in any application for the Loan, prior to this Agreement;
(k) No facts, circumstances or events, materially detrimental to the borrowing, the ability of the Borrower(s) to meet its obligations hereunder and/or in respect of the Loan, and/or the financial condition of the Borrower(s), and/or the ability of BPTS to exercise its rights hereunder and/or to receive due repayment and payment of the amounts due by the Borrower(s) under the Loan , has occurred or, in the estimation of the Borrower(s), is likely to occur;
(l) The Borrower(s) will at all times comply with and abide by all applicable laws and regulations including but not limited to all labour welfare related and environment protection statutes and provisions;
(m) The fair value of the assets of the Borrower(s) exceeds its aggregate liabilities whether actual, contingent or collateral the Borrower(s) has the ability to meet all of its obligations as they mature and the Borrower(s) has sufficient capital to carry on its business.
(n) The Borrower(s) further acknowledge(s) and confirms that the information provided to BPTS in connection with the Loan does not contain any untrue statement of a material fact, nor does it omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were or are made;
(o) The Borrower(s) shall be exclusively responsible for getting the delivery of the Equipment from the manufacturer or the dealer. BPTS shall not be liable for any delay in delivery of the Equipment or any demurrage cost or the quality/condition/fitness of the Assets. The Borrower(s) absolve(s) BPTS from any liability in respect of the above and the Borrower(s) shall not withhold payment of stipulated Loan installments on the pretext that the Equipment has not been delivered;
(p) The Borrower(s) recognize(s) that any manufacturer / dealer in Equipment or other such person by or through whom this transaction may have been introduced, negotiated or conducted are not an agent of BPTS and that BPTS has no liability for any representations or statements not made directly by BPTS to the Borrower(s);
(q) The Borrower(s) represent(s) and warrant(s) that Borrower(s) will not seek to claim or recover from BPTS on any grounds whatsoever and/or in any circumstances whatsoever, any punitive damages or compensation, direct, indirect or consequential, in connection with the Facilities or the transaction contemplated hereby or for any acts or actions
(r) whatsoever of BPTS hereunder and/or in respect of the Facilities, taken or omitted by BPTS in terms hereof and/or pursuant hereto and/or to protect any of its interests and rights as BPTS or a creditor;
6.2. The Borrower(s) hereby confirm(s) and certify(ies) and shall so confirm and certify in writing in such form and in such detail as required by BPTS at each new money borrowing and/ or at such other times as required by BPTS, that: 1) all of the representations, undertakings and warranties made by the Borrower(s) herein are true and valid as of such date; 2) that no Event of Default, as specified in Clause 8 hereunder, has occurred or, with the passage of time or the giving of notice is likely to occur; and 3) without prejudice to (1) above, specifically that no facts or circumstances or events, materially detrimental to the borrowing, the ability of the Borrower(s) to meet its obligations hereunder and/or in respect of the Loan, and/or the financial condition of the Borrower(s), and/or the ability of BPTS to exercise its rights hereunder and/or to receive due repayment and payment of the amounts due by the Borrower(s) under the Loan, has occurred or, in the estimation of the Borrower(s), is likely to occur.
6.3. The Borrower(s) undertake(s) to notify BPTS in writing promptly if it becomes aware of any circumstances arising after the date of this Agreement which would cause any of representation and warranties to become untrue inaccurate or misleading in any respect being material to the financial or trading position or prospects of the Borrower(s).
Appears in 1 contract
Sources: Bus Operator Agreement
Borrower's Representation and Warranties. 6.1 The Borrower(s) To induce the Noteholder to enter into this Agreement, the Borrower hereby declare(s), represent(s) represents and warrant(s) warrants to the Noteholder that:
(a) The Borrower is validly existing under the laws of the state of its organization and has full power and authority to enter into this Agreement, to execute and deliver all documents and instruments required hereunder, and to incur and perform the obligations provided for herein and therein, and to perform and carry out the terms of the Loan Documents, all of which have been duly authorized by all necessary entity action of the Borrower( s , and no consent or approval of any third party (other than the Noteholder, whose consent and approval is given pursuant to the terms of this Agreement) is / are aware that FICCL required as a condition to the validity or enforceability hereof or thereof; except for the amendments set forth in Paragraph below, this Agreement has agreed to grant / granted not affected any obligations and liabilities of Borrower under the Loan on the basis of the loan application and on the faith of the representations made by the Borrower(s) and believing the same to be true and correctDocuments;
(b) That the information given by current financial position of Borrower has not materially and adversely changed from that reflected in the Borrower( s ) in his / her Application and any prior or subsequent information financial statements most recently provided or explanation furnished to FICCL in connection with Loan are true, complete and accurate in all respect and that no fact or information necessary to be furnished by the Borrower(s) has / have been omitted to be stated in order to induce FICCL to provide the LoanNoteholder;
(c) That subsequent to the Application there has been no adverse material change in the financial condition of the Borrower(s) nor has any event which is or may be prejudicial to the interest of FICCL taken place which would affect the grant of the Loan as requested in the Application and/or adversely affect the ability of the Borrower(s) to perform all or any of its obligations under this Agreement[intentionally omitted];
(d) That there are no mortgages, charges, lispendens or liens or other encumbrances or any right of way, light or other easements or right of support on this Agreement has been duly executed and delivered by the whole or any part of PropertyBorrower;
(e) That no notice of acquisition or requisition has been issued against or published or received in respect this Agreement will constitute the valid and legally binding obligation of the Property and no adverse claim has been made Borrower, enforceable against the Property Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and equitable principles relating to or any part thereof nor is the Property reserved for any purposelimiting creditors’ rights generally;
(f) That the Borrower( s execution, delivery and performance by the Borrower of this Agreement will not violate (i) any provision of law or any order, rule or regulation of any court or governmental authority, or (ii) any instrument, contract, agreement, indenture, mortgage, deed of trust or other material document or obligation to which the Borrower is / are absolutely seized and possessed of and entitled to a party or by which the Property and that the Borrower( s ) has / have a clear and marketable title to the Property and is capable of being mortgaged in favour of FICCLbound;
(g) As of the date of this Agreement, there is no litigationaction, suit, proceeding or dispute investigation pending or, to Borrower’s knowledge, threatened that challenges the validity or action pending enforceability of this Agreement or threatened against the Borrower( s ), the adverse determination any of which might substantially affect the Borrower(s)’ ability to repay the Loan Documents, or have a materially adverse effect on the financial condition of the Borrower(s)any action required to be taken pursuant hereto or thereto;
(h) That no Default has occurred and is continuing under the Borrower( s ) is / are not aware of any documents, judgment or legal process or other charges or any latent or patent defect affecting Note and/or the title of the Property or of any material defect in the Property or its title which has remained undisclosed and / or which may affect FICCL prejudicially and has / have made available to FICCL the title deeds in respect of the Property and shall furnish other documents as may be required by FICCL;Loan Documents; and
(i) That the Borrower( s ) Property Borrower further represents and warrants to Noteholder that Borrower is / are not included in or affected by any not, and none of the schemes of Central/ State Government principals, affiliates or, to Borrower’s knowledge, other persons holding direct or of the improvement trust indirect interests in Borrower are “Non-Qualified Persons” or any other public body or local authority or by any alignment, widening or construction of road under any scheme of the Central/ State Government or of any corporation, Municipal Committee, Gram Panchyat etc“Embargoed Persons” as those terms are more particularly defined on Exhibit “B” attached hereto and made a part hereof.;
(j) That no suit is pending in any court of law in respect of the Property nor has / have Borrower(s) been served with any notice for infringing the provisions of Municipal Act relating to local bodies or Gram Panchyat or local Authorities or with any process under any of these Acts;
(k) The Borrower( s ) has / have obtained all permission, approvals consent or sanctions, if any required, of the government or any statutory body, financial institution, agency or authority for availing of the Loan and creating the security, and will at all times till the amounts due to FICCL are paid in full and the Loan is fully repaid, keep all such permissions, approvals, consents or sanctions valid and subsisting;
(l) That no material change has taken place which would affect the construction of the Property;
(m) The Agreement and the documents to be executed in pursuance hereof when executed and delivered, will constitute valid and binding obligations of the Borrower(s);
(n) The Borrower( s ) has / have not taken any action nor have any steps been taken or legal proceeding been initiated or threatened against the Borrower( s ) for its administration, reorganization, insolvency, bankruptcy or for appointment of receiver, administrator or court officer of Borrower(s) or all or any of its assets or undertakings;
(o) The execution and delivery of this Agreement and the performance of its obligations hereunder does not (i) contravene any applicable law, statute or regulation or any judgment or decree to which the Borrower(s) is/are subject, (ii) conflict or result in any breach of any of the terms of or constitute default of any covenant, conditions and stipulations under any existing agreement to which the Borrower(s) is/are a party or
Appears in 1 contract
Sources: Consent Agreement (Rexford Industrial Realty, Inc.)