Representations and Warranties of Lender Sample Clauses
The "Representations and Warranties of Lender" clause sets out the specific statements and assurances that the lender makes to the borrower regarding its authority, capacity, and legal standing to enter into the agreement. Typically, this clause confirms that the lender is duly organized, has the power to execute the agreement, and that doing so does not violate any laws or other agreements. By including these representations and warranties, the clause provides the borrower with confidence that the lender is legally able to fulfill its obligations, thereby reducing the risk of future disputes or invalidity of the agreement.
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Representations and Warranties of Lender. As of the date hereof and as of each Settlement Date, Lender hereby represents and warrants to, and agrees with, Servicer that:
Representations and Warranties of Lender. Lender makes the following representations and warranties to the Borrower, each of which shall be true and correct in all material respects as of the date of the execution and delivery of this Agreement and as of the date of each Loan made hereunder, except to the extent such representation expressly relates to an earlier date, and which shall survive the execution and delivery of this Agreement:
Representations and Warranties of Lender. Lender makes the following representations and warranties to the Credit Parties, each of which shall be true and correct in all material respects as of the date of the execution and delivery of this Agreement and as of the date of each Loan made hereunder except to the extent such representation expressly relates to an earlier date, and which shall survive the execution and delivery of this Agreement:
Representations and Warranties of Lender. The Lender represents and warrants that:
Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower as follows:
Representations and Warranties of Lender. Lender hereby represents and warrants to Borrower as follows as of the date hereof:
Representations and Warranties of Lender. The Lender represents and warrants to Borrower as follows:
Representations and Warranties of Lender. (a) The Lender has adequate means of providing for its current financial needs and possible contingencies, and has no present need, and anticipates no need in the foreseeable future, to sell the Note or any of the warrants issued or to be issued pursuant to this Agreement. The Lender is able to bear the economic risk of this investment and, consequently, the Lender is able to hold any of the securities it may acquire for an indefinite period of time, and has a sufficient net worth to sustain a loss of its entire investment in such securities.
(b) The Lender is an "accredited investor" within the meaning of Regulation D of the Securities Act and is acquiring the securities for its own account, for investment purposes only, and not with a view to the distribution of all or any part thereof. The Lender will not distribute or transfer any of the securities in the United States except in compliance with all applicable federal securities laws.
(c) The Lender acknowledges that it has been advised that the securities issued pursuant to warrants granted or to be granted under this Agreement (a) will not be registered under the Securities Act or any state securities or blue sky laws (the "Blue Sky Laws"), (b) will be "restricted securities" as defined in paragraph (a) (3) of Rule 144 under the Securities Act ("Rule 144"), (c) have been issued in reliance on the statutory exemptions contained in the Securities Act, (d) have been issued in reliance on the statutory exemptions contemplated in the Blue Sky Laws and that the Borrower relied on the representations of the Lender set forth herein in granting certain warrants to the Lender, (e) will not be transferable without registration under the Securities Act and applicable Blue Sky Laws, unless an exemption from the registration requirement thereof is available and an opinion of counsel to that effect satisfactory to the Borrower is delivered to the Borrower, and (f) will bear the following form of restrictive legend evidencing such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THE SAME ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE BORROWER RECEIVES AN OPINION FROM COUNSEL TO THE HOLDER THAT AN EXEMPTION FROM THE ACT IS AVAILABLE. Moreover, the Lender has been advised that Rule 144 may not be available for resales nor may all of the registration rights contained in any warrant issued or to b...
Representations and Warranties of Lender. Lender hereby represents and warrants to the Company as follows:
Representations and Warranties of Lender. Lender hereby represents and warrants to the Company as of the date of this Agreement and as of the Draw Date (if any) as follows:
a. Lender is acquiring the New Note and any shares of the Company’s common stock issuable pursuant to the New Note, including but not limited to any shares received pursuant to Section 1.b. of this Agreement, and will acquire the Supplemental Note, the Supplemental Warrant, and any shares of common stock issuable pursuant to the Supplemental Warrant (collectively, the “Securities”), for Lender’s own account (and not for the account of others) for investment and not with a view to the distribution or resale thereof.
b. Lender has had an opportunity to ask questions of, and receive answers from, the Company concerning the business, management and financial affairs of the Company and the terms and conditions of the Exchange. Lender has had an opportunity to obtain any information requested by Lender regarding the Company, including information regarding the current financial condition of the Company, as well as any information requested to verify this information, to the extent reasonably available.
c. Lender has been advised to seek financial, legal and tax counsel concerning the transactions contemplated by this Agreement.
d. Lender is a sophisticated investor and an “accredited investor”, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
e. Lender recognizes that (i) there are, or will be when issued, substantial restrictions on the transfer of the Securities; (ii) there is not currently a public market for the Securities; and (iii) accordingly, for the above and other reasons, Lender may not be able to liquidate an investment in the Securities for an indefinite period. Lender realizes that the Securities have not been, and may not be, registered for sale under the Securities Act or applicable state securities laws, and, therefore, may be sold only pursuant to registration under the Securities Act and state laws, or an opinion of counsel acceptable to the Company that such registration is not required.
f. Lender understands that the certificates representing the Securities (if any) shall contain a legend to the effect of (e) above.
g. Lender is the sole record and beneficial owner of the Old Notes, free and clear of any and all liens or restrictions on transfer.
h. There are no legal proceedings pending or, to Lender’s knowledge, threatened in wr...