B▇▇▇▇▇▇▇’S REPRESENTATIONS AND WARRANTIES Clause Samples
B▇▇▇▇▇▇▇’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (v) the aggregate ownership percentage of the Signatories is greater than or equal to fifty percent (50%) of the Borrowers business; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations...
B▇▇▇▇▇▇▇’S REPRESENTATIONS AND WARRANTIES. 5.1 Borrower’s representations and warranties The Borrower represents and warrants to the Lender that on the date of this Agreement each of the statements provided for in this clause 5 is true, accurate and not misleading. All such representations and warranties shall be deemed to be repeated with reference to the facts and circumstances then subsisting on the date of this Agreement and on each next day until the Repayable Amount has been paid to the Lender in full.
B▇▇▇▇▇▇▇’S REPRESENTATIONS AND WARRANTIES. Borrower makes the following representations and warranties which shall be deemed to be continuing representations and warranties so long as any credit hereunder shall be available and until the Obligations have been repaid in full:
B▇▇▇▇▇▇▇’S REPRESENTATIONS AND WARRANTIES. As a material inducement to Administrative Agent and the Lenders to execute and deliver this Amendment, Borrower represents and warrants to Administrative Agent and the Lenders that, as of the First Amendment Execution Date:
(a) The execution, delivery, and performance by each of Borrower and each other Loan Party of this Amendment and compliance with the terms and provisions hereof and thereof have been duly authorized by all requisite action on the part of such Person and do not and will not (i) violate or conflict with, or result in a breach of, or require any consent under (A) the Constituent Documents of such Person, (B) any applicable Law, rule, or regulation or any order, writ, injunction, or decree of any Governmental Authority or arbitrator, or (C) any agreement or instrument to which such Person is a party or by which it or any of its Properties is bound or subject which could reasonably be expected to have a Material Adverse Effect, or (ii) constitute a default under any such agreement or instrument which could reasonably be expected to have a Material Adverse Effect, or result in the creation or imposition of any Lien upon any of the revenues or assets of such Person.
(b) This Amendment constitutes a legal, valid, and binding obligation of Borrower and each other Loan Party, enforceable against such Person in accordance with their respective terms, except as limited by Debtor Relief Laws and general principles of equity.
(c) No authorization, approval, or consent of, and no filing or registration with, any Governmental Authority or third party is or will be necessary for the execution, delivery, or performance by Borrower or any other Loan Party of this Amendment or the validity or enforceability hereof.
(d) All of the representations and warranties of Borrower and each other Loan Party contained in Article 5 of the Credit Agreement and in the other Loan Documents are (i) with respect to representations and warranties that contain a materiality qualification, true and correct on and as of the First Amendment Execution Date, and (ii) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on and as of the First Amendment Execution Date, in each case with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in whic...
B▇▇▇▇▇▇▇’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of B▇▇▇▇▇▇▇'s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys' fees) or other harm arising out of any violation thereof; (
B▇▇▇▇▇▇▇’S REPRESENTATIONS AND WARRANTIES. The Borrower hereby makes the following representations and warranties to the Lender, which shall continue during the term of this Agreement and any Revolving Loan hereunder.
(i) It has or will have at the time of transfer of any Collateral, have the legal and beneficial ownership and the right to transfer the Collateral to the Lender subject to the terms and conditions hereof.
(ii) It has delivered to the Lender a copy of the most recent audited financial statements and its consolidated subsidiaries, including a balance sheet as at the end of the period covered thereby, and each of said statements and the related notes thereto are complete and correct and fairly present in all material respects the consolidated financial condition and results of operations and its consolidated subsidiaries, all in conformity with generally accepted accounting principles consistently applied.
B▇▇▇▇▇▇▇’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender that: (a) Borrower is a limited partnership, organized and existing under the laws of the State of California, in good standing, and that Borrower has the full power and authority to make the agreements contained herein without the joinder or consent of any other party; (b) that the person or persons signing this Agreement and all other documents related hereto, on behalf of Borrower has full authority to bind Borrower; and (c) the execution, delivery, and performance of this Agreement and of the other documents related hereto will not contravene or constitute a default under any mortgage, deed of trust, loan agreement, indenture or other agreement to which Borrower is a party or by which Borrower or any of its property is bound. DOCPROPERTY "DocID" \* MERGEFORMAT DMFIRM #408860462 v6 10
B▇▇▇▇▇▇▇’S REPRESENTATIONS AND WARRANTIES. In order to induce the Lender to enter into this Agreement and make the Facility available to the Borrower, the Borrower makes the following representations and warranties to the Lender as at the date hereof:
B▇▇▇▇▇▇▇’S REPRESENTATIONS AND WARRANTIES. 4.1. The Borrower represents and warrants to the Lender that:
(a) it is a valid and subsisting corporation incorporated and in good standing under the laws of British Columbia;
(b) the entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to the Borrower, or of any agreement, written or oral, to which the Borrower may be a part or by which it is or may be bound;
(c) the Borrower has duly signed and delivered this Agreement and this Agreement constitutes a legal, valid, and binding agreement of the Borrower enforceable against the Borrower in accordance with its terms; and
(d) the Borrower has the necessary power, capacity, right and authority to enter into and deliver this Agreement and to perform its obligations hereunder.
4.2. All representations, warranties, covenants, and agreements made by the Borrower in this Agreement are deemed to have been relied on by the Lender despite any prior or subsequent investigation by the Lender and will survive the advance of the Loan and continue in full force and effect so long as any amount of the Loan remains outstanding and unpaid.
B▇▇▇▇▇▇▇’S REPRESENTATIONS AND WARRANTIES. The statements made in this section will continue and remain in effect until all of the Indebtedness is fully paid to Lender. Each Borrower represents and warrants to Lender the following: