CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER Clause Samples

CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER. As an inducement to Lender to enter into this Agreement and to make the Loan, Borrower hereby represents and warrants as follows, which representations and warranties shall be true and correct as of the date hereof and which shall survive the Closing Date hereunder and shall remain true and correct until all of the Obligations are repaid in full:

CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER. As an inducement to Lender to enter into this Agreement and to make the Loan, Borrower hereby represents and warrants as follows, which representations and warranties shall be true and correct on and as of the Effective Date, shall survive the Effective Date and shall be deemed restated during the Term and, as restated, shall remain true and correct in all material respects until payment in full and/or performance, as applicable, of the Obligations, except to the extent there exist any changes in facts or circumstances which, pursuant to the terms of this Agreement or the other Loan Documents, are permitted to have occurred:

CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce the Bank to enter into this Agreement and to make the Loan, the Borrower represents and warrants to the Bank as follows:

CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER. As an inducement to Lender to enter into this Agreement and to make the Loans, Borrower hereby represents and warrants as follows, which representations and warranties shall be true and correct as of the date hereof and as of each Closing Date hereunder (except as otherwise provided in Section 5.35 hereof), which shall survive any closing hereunder, and which (except as otherwise provided in Section 5.35 hereof) shall remain true and correct until all of the Loan Obligations are repaid in full: 30 38 5.1 BORROWER ORGANIZATION, ENFORCEABILITY, ETC.

CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce the Lenders, the Agent and the Letter of Credit Issuers to enter into this Agreement and to make each Extension of Credit, the Borrower represents and warrants as follows:

CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER. 20 3.1 Borrower Organization, Enforceability, Etc................20 3.2

CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce the Agent and the Banks to enter into this Agreement and to make Loans, the Borrower represents and warrants to the Agent and the Banks as follows:

CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER. 3.1 Borrower represents and warrants that: (a) Borrower is a corporation that is duly organized in the State of Tennessee and possesses all necessary and lawful authority and power to carry on its business and to comply with the terms, covenants and conditions of this Agreement, any and all documents, instruments and agreements evidencing, securing or pertaining to all or any part of the Loan, including, without limitation, the Note and the Security Instruments, and any extensions, renewals or modifications thereof (this Agreement and all such documents, instruments and agreements, including, without limitation, all those instruments described in Sections 1.1 and 1.2 hereof (other than the Guaranty), being sometimes herein and in any of such other documents and instruments collectively called the "Loan Documents"); (b) Borrower is duly authorized to execute and deliver the Loan Documents, and is and will continue to be duly authorized to perform all obligations of Borrower under the Loan Documents; (c) Neither the execution and delivery of the Loan Documents nor any Guaranty, nor consummation of any of the transactions herein or therein contemplated, nor compliance with the terms and provisions thereof, will contravene any provision of law, statute, rule or regulation to which Borrower or any Guarantor is subject or any judgment, decree, license, order or permit applicable to Borrower or any Guarantor, or will conflict or will be inconsistent with, or will result in any breach of any of the terms of the covenants, conditions or provisions of, or constitute a delay under, or result in the creation or imposition of a lien (except liens in favor of Lender) upon any of the Equipment or assets of Borrower or any Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument to which Borrower or any Guarantor are parties or by which Borrower or any Guarantor may be bound, or to which Borrower or any Guarantor may be subject, or violate any provision of the organizational documents forming or creating Borrower or any Guarantor; (d) No consent, approval, authorization or order of any court or governmental authority or third party (other than those which have been obtained prior to the date hereof and of which Borrower has notified Lender in writing on the date hereof) is required in connection with the execution and delivery by Borrower of the Loan Documents or the Guarantors of any Guaranty; (e) The Loan Documents and Gua...

CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER. 30 Section 3.1 Borrower Organization, Enforceability, Etc 30 3.1.1 Borrower Status 30 3.1.2 General Partner 30 3.1.3 Limited Partners in Borrower 31 Section 3.2 Borrower Address 32 Section 3.3 Borrower's Organizational Documents 32 Section 3.4 General Partner's Organizational Documents 32 Section 3.5 Title 32 Section 3.6 Valid Liens 32 Section 3.7 Uses 32 Section 3.8 No Structural Defects 33 Section 3.9 Compliance with Zoning, Etc 33 Section 3.10 No Condemnation 33 Section 3.11 No Casualty 34 Section 3.12 Purchase Options 34 Section 3.13 No Encroachments 34 Section 3.14 Litigation 34 Section 3.15 No Conflict with Law or Agreements 34 Section 3.16 Personal Property 34 Section 3.17 Easements; Access; Utilities 35 Section 3.18 No Flood Hazard, Etc 35 Section 3.19 Premises Taxed as a Separate Tax Lot 35 Section 3.20 Leases 35 Section 3.21 Environmental 36 Section 3.22 Americans with Disabilities Act 38 Section 3.23 No Default 38 Section 3.24 No Offsets 38 Section 3.25 Financial Statements 38 Section 3.26 No Insolvency 38 Section 3.27 Fraudulent Conveyance 38 Section 3.28 Broker 39 Section 3.29 Fiscal Year 39 Section 3.30 No Other Financing 39 Section 3.31 ERISA 39 Section 3.32 FIRPTA 39 Section 3.33 PUHCA 39 Section 3.34 Insurance 39 Section 3.35 No Margin Stock 40 Section 3.36 Investment Company Act 40 Section 3.37 Taxes 40 Section 3.38 Full and Accurate Disclosure 40 Section 3.39 Contracts 40 Section 3.40 Other Obligations and Liabilities 41 Section 3.41 Documents 41 ARTICLE IV CERTAIN COVENANTS OF BORROWER 41 Section 4.1 Payment and Performance of Obligations 41 Section 4.2 Transfers 41 Section 4.3 Liens 42 Section 4.4 Indebtedness 42 Section 4.5 Compliance with Restrictive Covenants, Etc 43 Section 4.6 Leases 44 Section 4.7 Delivery of Notices 47 Section 4.8 ERISA 48 Section 4.9 Agreements with Affiliates 48 Section 4.10 After Acquired Property 49 Section 4.11 Books and Records 49 Section 4.12 Delivery of Estoppel Certificates 49 Section 4.13 Management, Etc 50 4.13.1 Management 50 4.13.2 Management Termination 50 Section 4.14 Financial Statements; Audit Rights 50 4.14.1 Statements to be Delivered 50 4.14.2 Time for Delivery 52 4.14.3 Officer's Certificate 52 Section 4.15 Maintenance of Non-Taxable Status 52 Section 4.16 Lender's Attorneys' Fees and Expenses 52 Section 4.17 Environmental 53 Section 4.18 Report Updates 55 Section 4.19 Lender Access to Premises 56 Section 4.20 Lease Termination Payments 56 Section 4.21 Delivery of Documents Regarding Ownersh...