Representations and Warranties by the Borrower Clause Samples
The "Representations and Warranties by the Borrower" clause requires the borrower to formally declare certain facts and assurances about their legal status, financial condition, and authority to enter into the agreement. Typically, this includes confirming that the borrower is duly organized, has the power to execute the contract, and that all information provided is accurate and complete. This clause serves to protect the lender by ensuring that key information relied upon in making the loan is truthful and reliable, thereby allocating risk and providing grounds for recourse if any statements prove false.
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Representations and Warranties by the Borrower. To induce the Bank to enter into this agreement, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is true and correct and shall remain so until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full:
(a) its name as it appears in this agreement is its exact name as it appears in its most recently filed public organic record and other Organizational Documents,
(b) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person,
(c) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid, enforceable and binding agreements, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity,
(d) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, which financial condition has not changed materially and adversely since those dates,
(e) no litigation, claim, investigation, administrative proceeding or similar action is pending or threatened against it, and no other event has occurred which may materially affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing,
(f) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided,
(g) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended,
(h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or o...
Representations and Warranties by the Borrower. The ---------------------------------------------- Borrower represents and warrants that:
(a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation.
(b) The Borrower has the power and authority and has been duly authorized to enter into the Bond Documents to which the Borrower is a party, and perform all of the Borrower's obligations thereunder, and no approval or other action by any governmental authority or agency or other person is required in connection therewith except such as have been obtained as of the date of execution and delivery hereof.
(c) The willingness of the Issuer to issue the Series 1999 Bonds for purposes of financing costs of acquiring, constructing, renovating, equipping and installing the Project has induced the Borrower to locate the Project within the boundaries of the Issuer.
(d) The Project will create or preserve jobs and employment opportunities within the boundaries of the State and the Issuer, thereby improving the economic prosperity and general welfare of the State and the Issuer.
(e) The Borrower is not subject to any contractual or other limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Borrower from entering into the Bond Documents to which the Borrower is a party, or performing any of the Borrower's obligations thereunder; and the execution and delivery of the Bond Documents to which the Borrower is a party, the consummation of the transactions contemplated thereby, and the fulfillment of or compliance with the terms and conditions thereof will not conflict with or result in a breach of the terms, conditions or provisions of the Borrower's Articles of Incorporation, Bylaws or other organizational document, resolutions or actions of its shareholders or Board of Directors, or any committee thereof, nor of any restriction, agreement or instrument to which the Borrower is a party or by which the Borrower is bound, or of any law or regulation, or of any writ, order or decree of any court or governmental agency, or constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of the Borrower pursuant to the terms of any of the foregoing, except as contemplated by the terms of the Bond Documents.
Representations and Warranties by the Borrower. The Borrower makes the following representations and warranties as the basis for its covenants herein:
(a) The Borrower is a corporation duly incorporated under the laws of the State of Illinois, is in good standing and duly authorized to conduct its business in the State of Illinois, is duly authorized and has full power under all applicable laws and its restated articles of incorporation and by-laws to create, issue, enter into, execute and deliver, as the case may be, this Agreement, the Tax Certificate and Agreement, the Purchase Contract, the Initial Reimbursement Agreement, the Remarketing Agreement, the Supplemental Borrower Indenture and the Borrower Bonds (collectively, the “Borrower Agreements”).
(b) The execution and delivery of the Borrower Agreements on the Borrower’s part have been duly authorized by all necessary corporate action, and neither the Borrower’s execution and delivery of the Borrower Agreements, the Borrower’s consummation of the transactions contemplated on its part thereby, nor the Borrower’s fulfillment of or compliance with the terms and conditions thereof, violates the restated articles of incorporation or by-laws of the Borrower or conflicts with or results in a material breach of any material agreement or instrument to which the Borrower is now a party or by which it is bound (except for any such breaches for which the Borrower has obtained a waiver or a required consent), or constitutes a material default (or would constitute a material default with due notice or the passage of time or both) under any such material agreement or instrument.
(c) The Project (i) is comprised of certain pollution control facilities or solid waste control facilities at the electric generating plants listed in Exhibit A hereto, and (ii) the pollution control facilities constitute “environmental facilities” as defined in the Environmental Act. No portion of the Project includes any property used or to be used for sectarian instruction or study or as a place for devotional activities or religious worship or any property which is used or to be used primarily in connection with any part of the program of a school or department of divinity for any religious denomination.
(d) No litigation, proceedings or investigations are pending or, to the knowledge of the Borrower, threatened in writing against the Borrower seeking to restrain, enjoin or in any way limit the approval or execution and delivery of the Borrower Agreements or which would in any manne...
Representations and Warranties by the Borrower. Effective as of the Lending Facility Closing Date and each Exchange Note Issuance Date, subject to the related Exchange Note Supplement, the Borrower makes the following representations and warranties:
(a) The Borrower has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and pledge the Collateral.
(b) The Borrower has the power and authority to execute and deliver this Agreement and the Basic Documents to which it is a party and to carry out its terms and their terms, respectively; the Borrower has full power and authority to pledge the Collateral to the Collateral Agent hereunder.
(c) This Agreement and the Basic Documents to which the Borrower is a party, when duly executed and delivered, shall constitute legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(d) The consummation of the transactions contemplated by this Agreement and the Basic Documents to which the Borrower is a party and the fulfillment of the terms of this Agreement and such other Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the Certificate of Trust or the Titling Trust Agreement, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Borrower is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Borrower of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Borrower or any of its properties.
(e) T...
Representations and Warranties by the Borrower. The Borrower represents and warrants to the Lenders that:
Representations and Warranties by the Borrower. The Borrower makes to FFB each of the representations and warranties made by the Borrower to RUS in paragraphs (a), (b), (c), (d), (e), (f), (g), and (j) of section 8.2 of the Bond Guarantee Agreement, and each of those representations and warranties of the Borrower are incorporated herein by reference as if set out in full herein.
Representations and Warranties by the Borrower. The Borrower makes the representations and warranties provided in this article 8 to FFB.
Representations and Warranties by the Borrower. The Borrower represents and warrants to the Lender that:
Representations and Warranties by the Borrower. The Borrower represents and warrants to each Finance Party as follows:
Representations and Warranties by the Borrower. To induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:
(a) The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within its corporate authority, (ii) have been duly authorized by all necessary corporate action, (iii) do not conflict with or result in any material breach or contravention of any provision of law, statute, rule or regulation to which the Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower, and (iv) do not conflict with any provision of its articles of incorporation, bylaws or other organizational document or any agreement or other instrument binding upon it.
(b) This Amendment constitutes the valid and legally binding obligations of the Borrower, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally.
(c) Each of the representations and warranties contained in the Credit Agreement is true and correct in all material respects on and as of the date hereof, except those representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct on and as of such earlier date.
(d) Before and after giving effect to this Amendment, no Default has occurred and is continuing.