Representations and Warranties by the Borrowers Clause Samples

Representations and Warranties by the Borrowers. Each of the Borrowers represents and warrants as follows:
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Representations and Warranties by the Borrowers. The Borrowers represent and warrant to the Lenders (and acknowledge that the Lenders are relying thereon without independent inquiry in entering into this Agreement and providing Accommodations from time to time) as follows:
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Representations and Warranties by the Borrowers. To induce the Lender to enter into this Amendment and Waiver, the Borrowers hereby represent and warrant to the Lender that:
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Representations and Warranties by the Borrowers. 3.1 The Borrowers represent and warrant to the Lenders that: (1) They have the legal qualifications and requisite authorities to execute this Agreement, exercise their rights and perform their duties under this Agreement; (2) None of their execution and performance of this Agreement is in violation of or conflict with any other agreements to which the Borrowers are a party, or any laws and regulations to which the Borrowers are subject; (3) All approvals, permits, consents, registrations or any other procedures necessary for the Borrowers to enter into this Agreement have been duly obtained or completed by the Borrowers and are sufficiently legal and valid, except those which are unobtainable due to current laws, regulations or reasons of competent government agency; (4) The Borrowers are the sole legal holders of the Transferred Shares and have not created security of any kind or nature upon the Transferred Shares. The ownership of the Transferred Shares is free from any dispute and may be legally transferred as the subject of share transfer. (5) Neither the Borrowers nor the Transferred Shares is involved in any pending or, according to the knowledge of the Borrowers, potential arbitrations, litigations or administrative proceedings which may have material adverse effect upon the financial condition of Netqin, the value of the Transferred Shares, or the Borrowers’ ability to perform their obligations under this Agreement. The Transferred Shares are free from any attachment or seizure arising from any assets security procedures; (6) The Borrowers own ninety-five percent (95%) shares of Netqin; (7) This Agreement, once executed, constitutes binding obligations on them; and (8) None of the Borrowers has committed or is involved in any criminal activity. 3.2 The Borrowers further represent, warrant and covenant to the Lenders that the representations and warranties under Section 3.1 will always be true and accurate during the term of this Agreement, subject to the facts, circumstances and laws then existing and applicable.
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Representations and Warranties by the Borrowers. BHSF represents and warrants that it has been designated as the agent of each of the other Borrowers [pursuant to their respective articles of incorporation and bylaws] for the purposes of incurring indebtedness on behalf of each such Borrower and making all necessary representations and warranties on behalf of each such Borrower in connection with such incurrence. BHSF makes the following additional representations and warranties on behalf of itself and of each of the other Borrowers as the basis for the covenants herein: (a) It is a not for profit corporation duly incorporated under the laws of the State, is in good standing and duly authorized to conduct its business in the State, is duly authorized and has full power under the laws of the State and all other applicable provisions of law and its articles of incorporation and bylaws to create, issue, enter into, execute and deliver this Loan Agreement, the Master Indenture, the Purchase Contract, the Escrow Agreement and the Tax Exemption Agreement and to approve (execute in the case of BHSF) the Series 2017 Obligation, and all action on its part necessary for the valid execution and delivery of this Loan Agreement, the Master Indenture, the Purchase Contract, the Escrow Agreement, the Tax Exemption Agreement and, in the case of BHSF, the Series 2017 Obligation have been duly and effectively taken; and the Series 2017 Obligation in the hands of the holder thereof will be the legal and valid obligation of BHSF and each other Member of the Obligated Group. (b) The execution and delivery of this Loan Agreement, the Master Indenture, the Purchase Contract, the Escrow Agreement, the Tax Exemption Agreement and the Series 2017 Obligation, and the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms and conditions hereof and thereof do not and will not conflict with or result in a breach of any of the terms or conditions of any corporate restriction or of any agreement or instrument to which such Borrower is now a party, and do not and will not constitute a default under any of the foregoing, or result in the creation or imposition of any Lien of any nature upon any of the Property of such Borrower, including Property which such Borrower subsequently acquires, except for Permitted Encumbrances; it has good and marketable fee simple title to its existing Property which constitutes real property and good and marketable title to its other Property, and covenants that it...
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Representations and Warranties by the Borrowers. Each Borrower represents and warrants to the Lenders as set forth in this Article 7, and acknowledges that the Lenders are relying thereon without independent inquiry in entering into this Agreement and providing Accommodations from time to time; provided that each of WFUS and Norbord shall so represent and warrant only as to matters pertaining to itself and its respective Subsidiaries.
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Representations and Warranties by the Borrowers. Each of the Borrowers represents and warrants to each Finance Party as follows: 18.
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Representations and Warranties by the Borrowers. Each Borrower represents and warrants to each Lender and the Agent that each of the following matters is true and correct as of the execution date of this Agreement and at each Drawdown Date of each Individual Loan. If any representation or statement made or deemed to be made by the Borrower in this section is or proves to have been incorrect, the Borrower shall promptly make a notice in writing to all the Lenders and the Facility Agent and shall indemnify the Lenders and the Agent from any Damages, etc. incurred by the Lenders and the Agent in relation to the fact that such representation or statements is incorrect. (i) The Parent Borrower is a kabushiki kaisha (limited company) duly incorporated and currently validly existing under the laws of Japan and the Subsidiary Borrower is a corporation duly incorporated and currently validly existing under the laws of Delaware. (ii) Neither of the Borrowers is: (a) an organized crime group (which shall hereafter mean any group the member (including the member of a group constituting such crime group) of which is possible to encourage collective or regular illegal act with forces and arms); (b) a member of an organized crime group; (c) a sub-member of an organized crime group (which shall mean a person related to but not a member of an organized crime group and who is possible to engage in illegal act with forces and arms with the backing of the organized crime group’s forces, or to cooperate or engage in maintenance or operation of the organized crime group by way of providing funds and weapon etc. to the organized crime group or its members); (d) a related or associated company of an organized crime group (which shall hereafter mean an enterprise in relation to which a member of an organized crime group is substantially participating in its management, or which a sub-member of an organized crime group or a former member of an organized crime group manages, and which actively cooperates or participates in maintenance or operation of an organized crime group by way of providing funds to organized crime groups, or which cooperates in maintenance or operation of an organized crime group by actively utilizing the organized crime group in operation etc. of its business); (e) a corporate racketeer etc. (which shall hereafter mean a corporate racketeer or corporate blackmailer etc. who is possible to engage in illegal act with forces and arms in order to demand illegal profits from corporations etc. and thus threaten th...
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Representations and Warranties by the Borrowers. Except as set forth by the Borrowers in a written Disclosure Schedule provided by the Borrowers to the Majority Noteholders dated the date hereof (the “Disclosure Schedule”), each of the Borrowers represents and warrants to each Noteholder that the statements contained in this Section 5 are complete and accurate as of the date of this Agreement and as of the Closing Date. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 5, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 5 to the extent it is readily apparent from a reasonable reading of the disclosure that such disclosure is applicable to such other sections and subsections.
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Related to Representations and Warranties by the Borrowers

  • Representations and Warranties of the Borrowers Each Borrower represents and warrants as follows: (a) Such Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized, and each Significant Subsidiary of such Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized. (b) The execution, delivery and performance by such Borrower of this Agreement, and the consummation of the transactions contemplated hereby, are within such Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties. (c) This Agreement has been duly executed and delivered by such Borrower. This Agreement is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing. (d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by such Borrower of this Agreement, except for such Governmental Approvals that may be required to be obtained by such Borrower in connection with any Extension of Credit to or for the account of such Borrower, each of which Governmental Approvals will have been obtained and will be in full force and effect on or prior to the date of any Extension of Credit to or for the account of such Borrower. (e) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting such Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that is reasonably likely to have a Material Adverse Effect, except as disclosed in the Disclosure Documents. (f) The consolidated balance sheet of each Borrower and its Consolidated Subsidiaries as at December 31, 2007, and the related consolidated statements of income and cash flows of such Borrower and its Consolidated Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, an independent registered public accounting firm, copies of each of which have been furnished to each Lender, fairly present the consolidated financial condition of such Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of such Borrower and its Consolidated Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2007, there has been no Material Adverse Change with respect to such Borrower. (g) No written statement, information, report, financial statement, exhibit or schedule furnished by or on behalf of such Borrower to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or will contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading. (h) Except as disclosed in the Disclosure Documents, such Borrower and each Significant Subsidiary of such Borrower is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of any governmental authority applicable to it. (i) No accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect, whether or not waived, exists with respect to any Plan. Such Borrower has not incurred, and does not presently expect to incur, any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect. Such Borrower and each of its ERISA Affiliates have complied in all material respects with ERISA and the Internal Revenue Code. Such Borrower and each of its Subsidiaries have complied in all material respects with foreign law applicable to its Foreign Plans, if any. As used herein, the term “Plan” shall mean an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the plan by any Borrower or any of its ERISA Affiliates. The term “Multiemployer Plan” shall mean any Plan which is a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA). The term “Foreign Plan” shall mean any pension, profit-sharing, deferred compensation, or other employee benefit plan, program or arrangement maintained by any entity subsidiary which, under applicable local foreign law, is required to be funded through a trust or other funding vehicle.

  • Representations and Warranties of the Borrower The Borrower represents and warrants to the Lender that: (a) it has been duly incorporated, validly exists and is in good standing under the jurisdiction of its incorporation and each jurisdiction where it carries on business and has been duly licensed to carry on business in all jurisdictions where it is carrying on business; (b) it has the power and authority to enter into, execute and deliver and to keep, observe and perform all of the covenants, agreements and other obligations made by or imposed on it under this Agreement and the Promissory Note (collectively, the “Loan Documents”); (c) the Loan Documents and all other instruments and agreements delivered by the borrower to the Lender pursuant to this Agreement have been or will be validly executed by it or on its behalf and, when delivered to the Lender, will be legal, valid and binding obligations of it, enforceable in accordance with their respective terms, except as enforcement may be limited by; (i) applicable bankruptcy, insolvency, moratorium, reorganization and similar laws at the time in effect affecting the rights of creditors generally; and (ii) equitable principles which may limit the availability of certain remedies, including the remedy of specific performance; (d) the execution, delivery and performance by it of the Loan Documents does not contravene any material provision of any regulation, order or permit applicable to it, or cause a breach of or constitute a default under or require any consent under any agreement or instrument to which it is a party or by which it is bound except such as have been obtained; (e) there are no suits or judicial proceedings or proceedings before any governmental commission, board or other agency, actual, pending or to its knowledge threatened against it which involves a significant risk of a judgment or liability which, if satisfied, would have an adverse effect upon its financial position or the ability to meet its obligations under this Agreement or to grant the Loan Documents; (f) it is not in default under any guarantee, note or other instrument evidencing any indebtedness, other than as disclosed in writing to the Lender by the Borrower, and to its knowledge there exists no state of facts which, after notice or lapse of time or both or otherwise, would constitute such a default; and (g) no event is outstanding which constitutes, or with notice or lapse of time or both would constitute, an Event of Default (as defined below).

  • Representations and Warranties of Borrowers Each Borrower hereby: (a) reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

  • Representations and Warranties of Borrower Borrower represents and warrants that:

  • Representations and Warranties of the Loan Parties Each Loan Party represents and warrants as follows: (a) The execution, delivery and performance by such Loan Party of its obligations in connection with this Amendment are within its corporate (or other organizational) powers, have been duly authorized by all necessary corporate (or other organizational) action and do not and will not (i) violate any provision of its articles or certificate of incorporation or bylaws or similar organizing or governing documents of such Loan Party, (ii) contravene any applicable Law which is applicable to such Loan Party or (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material indenture or instrument or other material agreement to which such Loan Party is a party, by which it or any of its properties is bound or to which it is subject, except, in the case of clauses (ii) and (iii) above, to the extent such contraventions, conflicts, breaches or defaults could not reasonably be expected to have a Material Adverse Effect. (b) Such Loan Party has taken all necessary corporate (or other organizational) action to execute, deliver and perform this Amendment and has validly executed and delivered this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (c) No material consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by such Loan Party of this Amendment, except such as have been obtained or made and are in full force and effect. (d) After giving effect to this Amendment, the representations and warranties contained in each of 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 (other than any such representations or warranties that, by their terms, refer to a specific date, in which case as of such specific date). (e) No Default or Event of Default shall exist after giving effect to this Amendment.