Representations and Warranties of Borrower and Guarantor Sample Clauses

Representations and Warranties of Borrower and Guarantor. Each of Borrower and Guarantor represents and warrants to Lender as follows:

Representations and Warranties of Borrower and Guarantor. Borrower and Guarantor hereby represent and warrant to Purchaser and Seller as follows: (a) The liens, pledges and security interests granted in the Assigned Loan Documents are valid and perfected security interests with the priority required by the Loan and Security Agreement-Note C. (b) Borrower and Guarantor have requested that Seller and Purchaser enter into the transactions contemplated by this Agreement, and Borrower and Guarantor anticipate to receive, directly or indirectly, material benefit from the execution of this Agreement and consummation of the transaction contemplated by this Agreement. (c) The Loan and Security Agreement-Note C is valid and enforceable by its terms. Seller has a valid, enforceable, attached and perfected first priority security interest against the Assigned Security Interest under the Loan and Security Agreement-Note C. Borrower and Guarantor are unaware of any liens or security interests filed, threatened, asserted or claimed by any party against the Assigned Security Interest except for the Loan and Security Agreement-Note C. Borrower and Guarantor are unaware of any threatened, asserted, claimed or filed judicial or non-judicial proceeding and in which title to the Assigned Security Interest is affected or in which the validity or enforceability of the Loan and Security Agreement-Note C is disputed. Borrower and Guarantor are unaware of any threatened or claimed lien or security interest against the Assigned Security Interest. Borrower and Guarantor are unaware of any party that has threatened, asserted or claimed ownership of or a writ of possession against the Assigned Security Interest. All personal property taxes with respect to the Assigned Security Interest have been paid and are current and no supplemental assessments have been received or are known to Borrower and Guarantor. (d) Term Note C is valid and enforceable in accordance with its terms. Borrower and Guarantor do not assert and have not asserted and are not aware of any claim of setoff, offset, reduction, or credit against the amount of Term Note C. The outstanding principal balance of Term Note C is $276,696.40 as of May 31, 2003. Interest is paid through May 31, 2003. Term Note C is currently in default and such default has not been cured by Borrower or Guarantor. Borrower and Guarantor are currently unable to cure the defaults under Term Note C and have requested that Seller enter into the transactions set forth in this Agreement in part in order to al...

Representations and Warranties of Borrower and Guarantor. In order to induce Bank to enter into this Modification, Borrowers and Guarantors hereby represent and warrant to Bank that: (a) The representations and warranties contained in the Loan Agreement are true and correct in all material respects at and as of the Effective Time; provided, however, those representations and warranties containing a reference to a particular date shall continue to be qualified by reference to such date; (b) The Borrowers and Guarantors are duly authorized to execute and deliver this Modification and are duly authorized to borrow and perform their obligations under the Loan Agreement and the other Loan Documents. The Borrowers and Guarantors have duly taken all corporate action necessary to authorize the execution and delivery of this Modification and to authorize the performance of the obligations of Borrowers and Guarantors hereunder; (c) The execution and delivery by the Borrowers and Guarantors of this Modification, the performance by the Borrowers and Guarantors of their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with, violate or constitute a breach or default under (i) any provision of applicable law applicable to it or any of its Subsidiaries, (ii) its organizational documents, (iii) any agreement or instrument to which it is a party or which is otherwise binding upon it, or (iv) any material judgment, license, order or permit applicable to or binding upon it; (d) Except for those which have been duly obtained, no consent, approval, exemption, authorization or other action by, notice to, or filing with any governmental authority or third party is required in connection with the execution and delivery by the Borrowers and Guarantors of this Modification or to consummate the transactions contemplated hereby; (e) When duly executed and delivered, this Modification will constitute the legal, valid and binding obligation of the Borrowers and Guarantors, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to enforcement of creditors’ rights; and (f) Other than as specified in this Modification, no Default or Event of Default exists under the Loan Agreement or any of the other Loan Documents.

Representations and Warranties of Borrower and Guarantor. To induce FINOVA to --------------------------------------------------------- execute and deliver this Agreement, each of Borrower and Guarantor represent and warrant that: (a) The execution, delivery and performance by Borrower and Guarantor, as the case may be, of this Agreement, and ▇▇▇ ▇▇▇uments and instruments delivered in connection herewith and therewith have been duly authorized; and (b) Neither the execution, delivery or performance of this Agreement or any of the documents or instruments delivered in connection herewith or therewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of Borrower's or Guarantor's corporate charter or bylaws or other governing documents, (ii) any law or regulation or any order or decree of any court or any governmental instrumentality or (iii) any indenture, mortgage, deed of trust, lease agreement or other instrument to which Borrower or Guarantor is a party or by which any of their property is bound.

Representations and Warranties of Borrower and Guarantor. The Borrower and each Guarantor represents and warrants that: 6.1.1 if it is a company, it is duly incorporated and existing under the laws of New Zealand; 6.1.2 it has the power and capacity to enter into, exercise its rights and perform and comply with its obligations under, the Relevant Documents; 6.1.3 everything required to be done (including the obtaining of any necessary consents and the passing of all necessary resolutions) to: (a) enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under, the Relevant Documents; (b) ensure that those obligations are legal, valid, binding and enforceable in accordance with their respective terms; and (c) make the Relevant Documents admissible in evidence in the courts of New Zealand, has been duly done or, on the Date of Advance, will have been duly done; 6.1.4 no Event of Default has occurred; 6.1.5 its entry into, exercise of its rights and performance of and compliance with its obligations under, the Relevant Documents do not and will not: (a) contravene any law to which it is subject; or (b) contravene any of the documents constituting it; or (c) exceed any limitation on, or constitute an abuse of, the powers of its directors or officers; or (d) contravene any agreement to which it or any of its subsidiaries is a party or which is binding on any of their assets; or (e) result in the creation of, or oblige it or any of its subsidiaries (absolutely or contingently) to create, or permit to exist, any security interest over or affecting their assets except as created or permitted by the Relevant Documents; 6.1.6 its obligations under the Relevant Documents are legal, valid, binding and enforceable in accordance with their respective terms; 6.1.7 it is not, nor, if it is a company, are any of its subsidiaries in default under: (a) any agreement relating to indebtedness; or (b) any guarantee; or (c) any other agreement, to an extent or in a manner which, has or could have a material adverse effect on the Borrower, Guarantor or any relevant subsidiary; 6.1.8 if it is a company, it, and each of its subsidiaries, satisfies the Solvency Test; 6.1.9 no litigation, arbitration or administrative proceeding is current or pending or, to its knowledge, threatened: (a) to restrain its entry into, or the exercise of its rights or the performance of or compliance with or enforcement of its obligations under, any Relevant Document; or (b) which has or could have a material adverse effe...

Representations and Warranties of Borrower and Guarantor. The Borrower and the Guarantor hereby represent and warrant as follows: 7.1. The Borrower and the Guarantor are duly incorporated and legally existing companies under the laws of the ROC with all lawful power and authority to own their assets and conduct their businesses. The Borrower is a public company listed on the Taiwan Stock Exchange (TWSE); the Guarantor is not a TWSE-listed company. 7.2. The Borrower and the Guarantor have obtained all necessary authorizations in accordance with all their internal procedures to effect the Loans set forth in this Agreement as for the Borrower and the joint guarantee for the Loans hereunder as for the Guarantor, and to execute, deliver and perform this Agreement and all other documents relevant to this Agreement. (a) The execution, delivery and performance by the Borrower and the Guarantor of this Agreement and all other relevant documents will not violate any law or regulation, their articles of incorporation, procedures for endorsement and guarantee or other internal rules and guidelines, nor have material adverse effect on the obligations of the Borrower and the Guarantor under any other contract, and will not result in any breach by the Borrower and the Guarantor under any other contract. (b) The Guarantor has completed all necessary procedures for providing guarantee for the Loans under this Agreement in accordance with applicable laws and regulations, its articles of incorporation and procedures for endorsement and guarantee, and is able to provide guarantee in the amount required under this Facility to the Borrower. 7.4. This Agreement and all other relevant documents each constitutes legal, valid and binding obligations of the Borrower and the Guarantor. (a) The Borrower and the Guarantor have obtained all necessary authorizations in accordance with all their internal procedures to effect the ASE-SPIL Joint Share Exchange in accordance with the Joint Share Exchange Agreement and relevant announcement made by the Guarantor. (b) The Borrower and the Guarantor have obtained all necessary approvals and permits (include, but not limited to merger approvals or evidence that such merger is not prohibited given by domestic and foreign competent authorities such as authorities of the ROC, the United States, Korea, German and mainland China) in accordance with applicable laws. Such approvals and permits are still in effect. Besides the approvals and permits that are already obtained, no other approvals or permits are r...

Representations and Warranties of Borrower and Guarantor. Each of Guarantor and Borrower hereby represents and warrants, as of the date of this Agreement, on each Borrowing Date, on each Remittance Date and on the first day of each Fixed Period, as follows: (a) Each Receivable (i) on which the Lenders have advanced funds hereunder or (ii) is included in the Borrowing Base, in each case, is an Eligible Receivable. (b) Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has the power and all licenses necessary to own its assets and to transact the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Pledged Receivables requires such qualification. The chief executive office of Borrower is located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Borrower’s records regarding the Pledged Receivables (other than those delivered to Custodian) are located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Guarantor is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the power and all licenses necessary to own its assets and to transact the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Pledged Receivables requires such qualification. The chief executive office of Guarantor is located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. (c) Borrower has the power, authority and legal right to make, deliver and perform this Agreement and each of the Transaction Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party, and to grant to Agent, for the benefit of Lenders, a first priority perfected security interest (subject only to Permitted Liens) in the Pledged Assets on the terms and conditions of this Agreement. This Agreement and each of the Transaction Documents to which Borrower is a party constitutes the legal, valid and binding obligation of Borrower, enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be lim...

Representations and Warranties of Borrower and Guarantor. For the purposes of this Article VI, the term FC Entity shall not mean or include any FC Diversified Subsidiary; provided that Borrower will provide notice to Bank of any event, occurrence, action, breach, or failure to act by any such FC Diversified Subsidiary (or any REO Affiliate of such entity) that would otherwise constitute a breach of this Article VI (assuming such FC Diversified Subsidiary (or REO Affiliate of such entity) was an FC Entity) and Bank may elect to require a Reserve with respect to any such event, occurrence or action by any such FC Diversified Subsidiary (or any REO Affiliate of such entity) if such event, occurrence, action, breach or failure to act would, in the opinion of Bank, adversely affect the Net Cash Flow from Pledged Equity Interests to be received from such FC Diversified Subsidiary.

Representations and Warranties of Borrower and Guarantor. In order to induce Lenders to enter into this Agreement and to make the Loans, Borrower and Guarantors hereby covenant, represent and warrant to Administrative Agent and each Lender (for which purpose, Borrower and Guarantors shall be charged with and deemed to have the knowledge of HRPT and the Advisor) that: