Common use of Borrower’s Warranties and Representations Clause in Contracts

Borrower’s Warranties and Representations. To induce the Department to enter into this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower hereby warrants and represents that: a) The Borrower is duly organized, validly existing, and authorized to engage in business in the State of Wisconsin. b) The Borrower is qualified to engage in business in every jurisdiction where the nature of its business makes such qualification necessary; c) The Borrower is in compliance with all laws, regulations, ordinances and orders of public authorities applicable to it, the violation of which would have a material and adverse effect on the Borrower’s financial ability to comply with this Agreement; d) The Borrower is unaware of any conditions which could subject it to any damages, penalties or clean-up costs under any federal or state environmental laws which would have a material and adverse effect on the Borrower’s financial ability to comply with this Agreement; e) This Agreement is valid and enforceable in accordance with its terms against the Borrower, subject only to applicable bankruptcy, insolvency, reorganization or other similar laws affecting generally the enforceability of the rights of creditors; f) The Borrower is financially solvent and able to comply with all of the terms and conditions set forth in the Agreement and is not in default under the terms and conditions of any loan agreements, leases, or financing arrangements with the Borrower’s other creditors; g) The financial statements and other information provided by the Borrower to the Department are complete and accurate in accordance with Generally Accepted Accounting Principles, and may be relied upon by the Department in deciding whether to enter into this Agreement with the Borrower; h) The Borrower has private Project funds as identified in Exhibit A to fund all other costs relating to the Project; i) In making these warranties and representations, the Borrower has not relied upon any information furnished by the Department. j) The Borrower’s warranties and representations herein are true and accurate as of the date of this Agreement, and shall survive the execution thereof;

Borrower’s Warranties and Representations. To induce the Department to enter into this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower hereby warrants and represents that: a) The Borrower is duly organized, validly existing, and authorized to engage in business in the State of Wisconsin. b) The Borrower is qualified to engage in business in every jurisdiction where the nature of its business makes such qualification necessary; c) The Borrower is in compliance with all laws, regulations, ordinances and orders of public authorities applicable to it, the violation of which would have a material and adverse effect on the Borrower’s 's financial ability to comply with this Agreement; d) The Borrower is unaware of any conditions which could subject it to any damages, penalties or clean-up costs under any federal or state environmental laws which would have a material and adverse effect on the Borrower’s 's financial ability to comply with this Agreement; e) This Agreement is valid and enforceable in accordance with its terms against the Borrower, subject only to applicable bankruptcy, insolvency, reorganization or other similar laws affecting generally the enforceability of the rights of creditors; f) The Borrower is financially solvent and able to comply with all of the terms and conditions set forth in the Agreement and is not in default under the terms and conditions of any loan agreements, leases, or financing arrangements with the Borrower’s other creditors; g) The financial statements and other information provided by the Borrower to the Department are complete and accurate in accordance with Generally Accepted Accounting Principles, and may be relied upon by the Department in deciding whether to enter into this Agreement with the Borrower; h) The Borrower has private secured Project funds as identified in Exhibit A to fund all other costs relating to the Project; i) In making these warranties and representations, the Borrower has not relied upon any information furnished by the Department. j) The Borrower’s 's warranties and representations herein are true and accurate as of the date of this Agreement, and shall survive the execution thereof;

Borrower’s Warranties and Representations. To induce the Department to enter into this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower hereby warrants and represents that: a) The Borrower is duly organized, validly existing, and authorized to engage in business in the State of Wisconsin. b) The To its knowledge, the Borrower is qualified to engage in business in every jurisdiction where the nature of its business makes such qualification necessary; c) The Borrower is in compliance with all laws, regulations, ordinances and orders of public authorities applicable to it, the violation of which would have a material and adverse effect on the Borrower’s 's financial ability to comply with this Agreement; d) The Borrower is unaware of any conditions which could subject it to any damages, penalties or clean-up costs under any federal or state environmental laws which would have a material and adverse effect on the Borrower’s 's financial ability to comply with this Agreement; e) This Agreement is valid and enforceable in accordance with its terms against the Borrower, subject only to applicable bankruptcy, insolvency, reorganization or other similar laws affecting generally the enforceability of the rights of creditors; f) The Except as set forth in Section 8(f) hereto, the Borrower is financially solvent and able to comply with all of the terms and conditions set forth in the Agreement and is not in default under the terms and conditions of any loan agreements, leases, or financing arrangements with the Borrower’s other creditors;. With respect to that certain Commercial Business Loan Agreement for Telkonet, Inc. Line of Credit September 9, 2008 by and between Thermo Credit, LLC and the Borrower, the Borrower is not in satisfaction of clauses D(10) (A) and (B) requiring that: (i) Borrower’s minimum cash flow to debt service ratio not be less than 1 to 1 as of the end of each fiscal quarter and that (ii) Borrower maintain a tangible net worth of not less than $14,400,000.00 as of the last day of each fiscal quarter. Thermo Credit, LLC has waived the foregoing requirements as of the quarter ended June 30, 2009 for a period of ninety (90) days thereafter. g) The financial statements and other information provided by the Borrower to the Department are complete and accurate in accordance with Generally Accepted Accounting Principles, and may be relied upon by the Department in deciding whether to enter into this Agreement with the Borrower; h) The Borrower has private Project funds as identified in Exhibit A to fund all other costs relating to the Project; i) In making these warranties and representations, the Borrower has not relied upon any information furnished by the Department. j) The Borrower’s 's warranties and representations herein are true and accurate as of the date of this Agreement, and shall survive the execution thereof;