Ratifications Representations and Warranties Clause Samples
The Ratifications, Representations and Warranties clause serves to confirm and affirm the truthfulness of certain statements and assurances made by the parties entering into an agreement. In practice, this clause requires each party to declare that specific facts are accurate and that they have the authority to enter into the contract, such as confirming ownership of assets or compliance with laws. Its core function is to allocate risk and establish a foundation of trust by ensuring that both parties are relying on accurate information, thereby reducing the likelihood of disputes arising from misrepresentations or undisclosed issues.
Ratifications Representations and Warranties. (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. Borrower and the Banks agree that the Credit Agreement, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its terms.
(b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were made on the even date herewith, and further represents and warrants (i) that there has occurred since the date of the last financial statements delivered to the Banks no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereof, and (iii) that the Borrower is fully authorized to enter into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.
Ratifications Representations and Warranties. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The representations and warranties contained herein and in all other Loan Documents, as amended hereby, shall be true and correct as of, and as if made on, the date hereof. Borrowers, Agent and Lenders agree that the Agreement as amended hereby shall continue to be legal, valid, binding and enforceable in accordance with its terms.
Ratifications Representations and Warranties. (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Loan Agreement are ratified and confirmed and shall continue in full force and effect. The Borrower and Agent agree that the Loan Agreement and the Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.
(b) In order to induce the Agent to enter into this Amendment, the Borrower represents and warrants to the Agent that:
(i) The representations and warranties contained in Section 11 of the Loan Agreement are true and correct in all material respects at and as of the time of the effectiveness hereof (except to the extent that such representations and warranties related solely to an earlier date and except to the extent that the facts upon which such representations are based have been changed by the transactions contemplated by this Amendment).
(ii) Each Restricted Person is duly authorized to execute and deliver each Loan Document to the extent a party thereto and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Loan Agreement as amended hereby. Each Restricted Person has duly taken all action necessary to authorize the execution and delivery of each Loan Document to which it is a party and to authorize the performance of the obligations of each Restricted Person thereunder.
Ratifications Representations and Warranties. (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Facility Agreements and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Facility Agreements are ratified and confirmed and shall continue in full force and effect. MMCF, MMI and the Bank agree that the Facility Agreements, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.
(b) To induce the Bank to enter into this Amendment, MMCF and MMI ratify and confirm each representation and warranty set forth in the Facility Agreements as if such representations and warranties were made on the even date herewith, and further represent and warrant (i) that there has not occurred since the date of the last financial statements delivered to the Bank any event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereof, and (iii) that MMCF and MMI are each fully authorized to enter into this Amendment.
Ratifications Representations and Warranties. (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. The Borrower, Agent and the Lenders agree that the Credit Agreement and the Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.
(b) To induce the Agent and the Lenders to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were made on the even date herewith, (except to the extent that such representations and warranties related solely to an earlier date and except to the extent that the facts upon which such representations are based have been changed by the transactions contemplated in the Credit Agreement) and further represents and warrants (i) that there has occurred since the date of the last financial statements delivered to the Agent and the Lenders no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Change, (ii) that no Event of Default (other than the Subject Defaults) exists on the date hereof, and (iii) that the Borrower is fully authorized to enter into this Amendment.
Ratifications Representations and Warranties. 5.1. The terms and provisions set forth in this Agreement shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this Agreement, the terms and provisions of the Loan Agreement and each of the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The Parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms.
5.2. The Borrower and the Borrower Affiliates hereby represent and warrant to the Lender as follows:
(a) the execution, delivery and performance of this Agreement and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite action on the part of the Borrower and the Borrower Affiliates and will not violate (i) the Regulations of the Borrower; or (ii) the articles of incorporation or bylaws of any of the Borrower Affiliates;
(b) the representations and warranties contained in this Agreement, the Loan Agreement and the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date;
(c) no Default or Event of Default under the Loan Agreement or the Loan Documents has occurred or is continuing;
(d) the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of the Borrower or either of the Borrower Affiliates, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, the Borrower or either of the Borrower Affiliates, or (iii) constitute a violation by the Borrower or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to the Borrower or the Borrower Affiliates;
(e) this Agreement was reviewed by the Borrower and the Borrower Affiliates, who acknowledge and agree that the Borrower and the Borrower Affiliates (i) understand fully the terms of this Agreement and the consequences of the issuance hereof, (ii) have been afforded an opportunity to have this Agreement reviewed by, and to discuss this Agreement with, such attorneys and other persons as the Borrower or the Borrower Affiliates may wish, and (iii) have entered into this Agreement of their own free will and accord and without threat or duress; and
(f) this Agreement and all informa...
Ratifications Representations and Warranties. Section Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement are ratified and confirmed and shall continue in full force and effect. Borrowers and Lender agree that the Agreement as amended hereby shall continue to be the legal, valid and binding obligation of such Persons enforceable against such Persons in accordance with its terms.
Ratifications Representations and Warranties. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The representations and warranties contained herein and in all other Loan Documents, as amended hereby, shall be true and correct in all material respects as of, and as if made on, the date hereof. The Borrower, the Banks and the Agents agree that the Credit Agreement as amended hereby shall continue to be legal, valid, binding and enforceable in accordance with its terms, except as the enforceability thereof may be affected by general principles of equity or creditors' rights.
Ratifications Representations and Warranties. 4.1. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Shareholder Agreement (including, without limitation, all representations, warranties and covenants contained therein) and all other agreements, instruments and documents related thereto, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Shareholder Agreement and all other agreements, instruments and documents related thereto are ratified and confirmed and shall continue in full force and effect. The Company and Purchaser agree that the Shareholder Agreement and all other agreements, instruments and documents related thereto, in each case as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.
4.2. The Company hereby represents and warrants to Purchaser that (a) the execution, delivery and performance of this Amendment and any and all other agreements executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of the Company and will not violate the Certificate of Incorporation or Bylaws of the Company; (b) the Company is in material compliance with all covenants and agreements contained in the Shareholder Agreement, as amended hereby, and all other agreements, instruments and documents related thereto; and (c) the Company has not amended its Certificate of Incorporation or its Bylaws since March 29, 1996, except for such amendments, if any, as have been delivered to Purchaser on the date hereof.
Ratifications Representations and Warranties. 5.1. The terms and provisions set forth in this Second Waiver Agreement shall supersede all inconsistent terms and provisions set forth in the Agreement and, except as expressly set forth in this Second Waiver Agreement, the terms and provisions of the Agreement are ratified and confirmed and shall continue in full force and effect. The parties hereto agree that the Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms.
5.2. Homeland and Parent hereby represent and warrant to Lenders and the Agent that (a) the execution, delivery and performance of this Second Waiver Agreement and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite corporate action on the part of Homeland and Parent and will not violate the Certificates of Incorporation or Bylaws of Homeland or Parent; (b) the representations and warranties contained in the Agreement are true and correct on and as of the date hereof as though made on and as of such date, except to the extent that breaches thereof are specifically waived by this Second Waiver Agreement; (c) no Default or Event of Default under the Agreement has occurred and is continuing, unless such Default or Event of Default has been specifically waived in writing by the Required Lenders; (d) Homeland and Parent are in full compliance with all covenants and agreements contained in the Agreement, other than those covenants and agreements expressly waived in this Second Waiver Agreement; (e) neither Homeland nor Parent has paid any CD&R Fee since November 30, 1995; (f) $5,000,000 of the Note Net Proceeds (as defined in the Indenture) from the AWG Sale were reinvested, or committed to be reinvested, in Capital Expenditures within 180 days of the closing date of the AWG Sale; and (g) Homeland s 1995 year-end results will not deviate substantially from the projections for such period presented to the Lenders at the time the First Waiver Agreement was requested pursuant to Homeland s letter to the Lenders dated December 28, 1995.