Common use of Ratifications Representations and Warranties Clause in Contracts

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 information furnished to the Lender are made and furnished in good faith, for value and valuable consideration; and this Agreement has not been made or induced by any fraud, duress or undue influence exercised by the Lender, or any other person.

Ratifications Representations and Warranties. 5.1. 14.1 The terms and provisions set forth in this Agreement Amendment shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this AgreementAmendment, 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 parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. 5.2. The 14.2 Each party comprising Borrower, as set forth in the opening paragraph to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Affiliates Parties”) hereby represent represents and warrant warrants to the Lender as follows: (a) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Agreement Amendment and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite action corporate, limited liability company, or partnership action, as applicable, on the part of the such Borrower and the Borrower Affiliates Party, and will not violate (i) the Regulations By-Laws, Limited Partnership Agreement, or Operating Agreement of the Borrower; such Borrower Party, or (ii) the articles of incorporation By-Laws or bylaws of any Operating Agreement of the general partner of such Borrower Affiliates;Party, as and if applicable. (b) Each Borrower Party hereby represents and warrants that the representations and warranties contained in this AgreementAmendment, the Loan Agreement Agreement, and the Loan Documents are true and correct in all material respects on and as of the date hereof Effective Date as though made on and as of such date; (c) Each Borrower Party hereby represents and warrants that no Potential Default or Event of Default under the Loan Agreement or the Loan Documents (as herein amended) has occurred or and is continuing, unless such Potential Default or Event of Default has been specifically waived in writing by Lender; (d) Each Borrower Party hereby represents and warrants that the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of the such Borrower or either of the Borrower AffiliatesParty, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, the such Borrower or either of the Borrower AffiliatesParty, or (iii) constitute a violation by the such Borrower or the Borrower Affiliates Party of any law or regulation of any jurisdiction applicable to the such Borrower or the Borrower Affiliates;Party; and (e) Each Borrower Party hereby represents and warrants that this Agreement Amendment was reviewed by the such Borrower Party, and the acknowledges and agrees that such Borrower Affiliates, who acknowledge and agree that the Borrower and the Borrower Affiliates Party (i) understand understands fully the terms of this Agreement Amendment and the consequences of the issuance hereof, (ii) have has been afforded an opportunity to have this Agreement Amendment reviewed by, and to discuss this Agreement Amendment with, such attorneys and other persons as the such Borrower or the Borrower Affiliates Party may wish, and (iii) have has entered into this Agreement Amendment of their its own free will and accord and without threat or duress; and (f) and such Borrower Party hereby represents and warrants that this Agreement Amendment and all information furnished to the Lender are made and furnished in good faith, for value and valuable consideration; and this Agreement Amendment has not been made or induced by any fraud, duress or undue influence exercised by the Lender, Lender or any other person.

Ratifications Representations and Warranties. 5.1. 13.1 The terms and provisions set forth in this Agreement Amendment shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this AgreementAmendment, 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 parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. 5.2. The 13.2 Each party comprising Borrower, as set forth in the opening paragraph to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Affiliates Parties”) hereby represent represents and warrant warrants to the Lender as follows: (a) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Agreement Amendment and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite action corporate, limited liability company, or partnership action, as applicable, on the part of the such Borrower and the Borrower Affiliates Party, and will not violate (i) the Regulations By-Laws, Limited Partnership Agreement, or Operating Agreement of the Borrower; such Borrower Party, or (ii) the articles of incorporation By-Laws or bylaws of any Operating Agreement of the general partner of such Borrower Affiliates;Party, as and if applicable. (b) Each Borrower Party hereby represents and warrants that the representations and warranties contained in this AgreementAmendment, the Loan Agreement Agreement, and the Loan Documents are true and correct in all material respects on and as of the date hereof Effective Date as though made on and as of such date; (c) Each Borrower Party hereby represents and warrants that no Potential Default or Event of Default under the Loan Agreement or the Loan Documents (as herein amended) has occurred or and is continuing, unless such Potential Default or Event of Default has been specifically waived in writing by Lender; (d) Each Borrower Party hereby represents and warrants that the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of the such Borrower or either of the Borrower AffiliatesParty, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, the such Borrower or either of the Borrower AffiliatesParty, or (iii) constitute a violation by the such Borrower or the Borrower Affiliates Party of any law or regulation of any jurisdiction applicable to the such Borrower or the Borrower Affiliates;Party; and (e) Each Borrower Party hereby represents and warrants that this Agreement Amendment was reviewed by the such Borrower Party, and the acknowledges and agrees that such Borrower Affiliates, who acknowledge and agree that the Borrower and the Borrower Affiliates Party (i) understand understands fully the terms of this Agreement Amendment and the consequences of the issuance hereof, (ii) have has been afforded an opportunity to have this Agreement Amendment reviewed by, and to discuss this Agreement Amendment with, such attorneys and other persons as the such Borrower or the Borrower Affiliates Party may wish, and (iii) have has entered into this Agreement Amendment of their its own free will and accord and without threat or duress; and (f) and such Borrower Party hereby represents and warrants that this Agreement Amendment and all information furnished to the Lender are made and furnished in good faith, for value and valuable consideration; and this Agreement Amendment has not been made or induced by any fraud, duress or undue influence exercised by the Lender, Lender or any other person.

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 As a material inducement to H4BG to purchase the Loan Agreement andfrom RFC and to enter into this Amendment as Lender, except each Borrower Party hereby represents and warrants to H4BG, individually and as expressly set forth the Lender (with the knowledge and intent that H4BG is relying upon the same (i) in this Agreement, the terms and provisions of purchasing RFC’s rights under 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 pursuant to the Lender Purchase and Sale Agreement of even date herewith between RFC, as follows:Seller, and H4BG, as Purchaser (the “Purchase Agreement”) and (ii) in entering into this Amendment): (a) the 6.1 The execution, delivery and performance of this Agreement Amendment and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite action corporate, limited liability company, or partnership action, as applicable, on the part of the such Borrower and the Borrower Affiliates Party, and will not violate (i) the Regulations Articles or Certificate of the Borrower; Incorporation, By-Laws, Limited Partnership Agreement, or Operating Agreement of such Borrower Party, or (ii) the articles Articles or Certificate of incorporation Incorporation, By-Laws, or bylaws of any Operating Agreement of the general partner of such Borrower Affiliates;Party, as and if applicable. (b) the 6.2 The representations and warranties contained in this AgreementAmendment, the Loan Agreement Agreement, and the Loan Documents are true and correct in all material respects on and as of the date hereof Effective Date as though made on and as of such date;, excluding matters of litigation noted on Schedule 3. (c) 6.3 The maturity of the Notes has not been accelerated, and no breach, no Potential Default or Event of Default under the Loan Agreement (as herein amended), or the failure of performance under any Loan Documents Document has occurred or and is continuing;. (d) the consummation 6.4 The execution, delivery, and performance 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, (iia) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, the such Borrower or either of the Borrower AffiliatesParty, or (iiib) constitute a violation by the such Borrower or the Borrower Affiliates Party of any law or regulation of any jurisdiction applicable to the such Borrower Party, (c) require any governmental approvals, (d) conflict with, result in a breach of, or the constitute a default under any indenture, agreement, or other instrument to which such Borrower Affiliates; Party is a party or by which it or any of its respective properties may be bound; or (e) this Agreement result in or require the creation or imposition of any Lien upon or with respect to any property encumbered by any of the Collateral Documents or any property now owned or hereafter acquired by such Borrower Party (other than Liens created by the Collateral Documents). 6.5 None of the liens or security interests created by the Loan Documents secures any debt, other than the Loan evidenced by the Notes; none of Lender, RFC, Original Lender, or any predecessor or successor in interest to RFC or Original Lender has made any agreement to extend any further credit to be secured by the Deeds of Trust, by liens upon the property described in each such Deed of Trust, or by liens or security interests granted by the other Loan Documents. 6.6 This Amendment was reviewed by the such Borrower Party, and the such Borrower Affiliates, who acknowledge Party acknowledges and agree agrees that the such Borrower and the Borrower Affiliates Party (i) understand understands fully the terms of this Agreement Amendment and the consequences of the issuance hereof, (ii) have has been afforded an opportunity to have this Agreement Amendment reviewed by, and to discuss this Agreement Amendment with, such attorneys and other persons as the such Borrower or the Borrower Affiliates Party may wish, and (iii) have has entered into this Agreement Amendment of their its own free will and accord and without threat or duress; and (f) and such Borrower Party hereby represents and warrants that this Agreement Amendment and all information furnished to the Lender are made and furnished in good faith, for value and valuable consideration; and this Agreement Amendment has not been made or induced by any fraud, duress or undue influence exercised by the Lender, Lender or any other person.

Ratifications Representations and Warranties. 5.1. (a) 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 Transaction Agreements, as modified by this Agreement and each (whether effective upon execution of this Agreement or upon the other Loan Documents Merger Closing), are ratified and confirmed and shall continue in full force and effect. The Parties hereto agree Company acknowledges and agrees that each of the Loan Transaction Agreements, as previously amended and as amended hereby (whether effective upon execution of this Agreement or upon the Merger Closing), is and shall remain in full force and effect and is and shall continue to be the legal, validvalid and binding obligation of the Company, binding and enforceable against it in accordance with its their respective terms. 5.2. (b) The Borrower Company hereby represents and the Borrower Affiliates hereby represent and warrant warrants to the Lender as follows: ▇▇▇▇ that (ai) the execution, delivery and performance of this Agreement and any and all other agreements documents executed and/or delivered in connection herewith or therewith and all transactions and documents contemplated hereby and thereby have been authorized by all requisite corporate action on the part of the Borrower and the Borrower Affiliates and will not violate (i) the Regulations of the BorrowerCompany; or (ii) this Agreement and all other documents executed and/or delivered in connection herewith constitute legal, valid and binding obligations of the articles Company, enforceable against the Company in accordance with its terms; (iii) there is no provision of incorporation law, in the charter or bylaws of the Company, and no provision of any existing mortgage, contract, lease, indenture or agreement binding on the Company, which would be contravened by the making or delivery of this Agreement or any other document executed and/or delivered in connection herewith, or by the performance or observance of any of the Borrower Affiliates; terms hereof or thereof; and (biv) the representations execution, delivery 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 performance of this Agreement and the consequences transactions contemplated hereby and thereby do not require any approval or consent of, or filing or registration with, any governmental or any other agency or authority, of stockholders, or of any other party or, if such approval or consent is required, the same has been obtained; provided, ▇▇▇▇ acknowledges that the Company may elect to include within the Shareholder Ballot approval of the issuance hereof, of the New Warrants (iiand the New Warrant Shares issuable upon the exercise thereof) have been afforded an opportunity and the representation set forth in this Section 9(b) with respect to have this Agreement reviewed by, and that particular item is subject 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 information furnished to the Lender are made and furnished in good faith, for value and valuable consideration; and this Agreement has not been made or induced by any fraud, duress or undue influence exercised by the Lender, or any other personcondition.