Representations and Warranties of the Borrower and Guarantor Sample Clauses

The 'Representations and Warranties of the Borrower and Guarantor' clause sets out specific statements and assurances made by both the borrower and the guarantor regarding their legal status, authority, financial condition, and other relevant facts at the time the agreement is executed. Typically, this clause requires the borrower and guarantor to confirm that all information provided is accurate, that they have the power to enter into the agreement, and that no undisclosed liabilities or legal issues exist. Its core function is to provide the lender with confidence in the reliability and integrity of the parties involved, thereby reducing the risk of undisclosed problems that could affect the enforceability or value of the agreement.
Representations and Warranties of the Borrower and Guarantor. Each of Borrower and Guarantor hereby represents and warrants to the Agent and the Lenders, which representations and warranties shall survive the execution and delivery hereof, that on and as of the date hereof and after giving effect to this Amendment: (a) It has the requisite power and authority to execute, deliver and perform its obligations under this Amendment. This Amendment has been duly authorized by all necessary action of it. This Amendment constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally and general principles of equity; (b) The representations set forth in the Loan Agreement and in the Loan Documents are true, correct and complete on and as of the date hereof; and (c) No Event of Default has occurred and is continuing. (d) The issuance of the Default Warrants in accordance with this Amendment upon an Event of Default, and the issuance and delivery of the shares of Common Stock issuable upon exercise of the Default Warrants have been duly authorized by all necessary corporate action on the part of the Guarantor. The shares of Common Stock issuable upon exercise of the Default Warrants have been reserved for issuance by all necessary corporate action on the part of the Guarantor. The Default Warrants, when so issued in accordance with the provisions of this Amendment upon an Event of Default, will represent a binding obligation of the Guarantor enforceable against it in accordance with its terms, and the Common Stock, when issued upon exercise of the Default Warrants upon receipt by the Guarantor of the exercise price, will be duly authorized, validly issued, fully paid and nonassessable.
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Representations and Warranties of the Borrower and Guarantor. Each of the Borrower and Guarantor represents and warrants as follows:
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Representations and Warranties of the Borrower and Guarantor. 9 5.1 CORPORATE AUTHORITY OF THE BORROWER AND GUARANTOR, ETC. 9 5.2 FINANCIAL STATEMENTS 10 5.3 LITIGATION 11 5.4 USE OF PROCEEDS 11
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Representations and Warranties of the Borrower and Guarantor. The representations and warranties of the Borrower made, in each case, in this Agreement and in any Loan Agreement (2013) NYDOCS01/1266448.20 other Operative Agreements to which it is a party and the representations and warranties of the Guarantor made in the Guaranty, shall be true and accurate in all material respects (unless such representation and warranty shall have been qualified by materiality, in which case such representation and warranty shall be true and accurate in all respects) as of such Relevant Borrowing Date (unless such representation and warranty shall have been made with reference to a specified date, in which case such representation and warranty shall be true and accurate as of such specified date) and each of the Borrower and the Guarantor shall have performed and observed, in all material respects, all of its covenants, obligations and agreements in this Agreement and in any other Operative Agreements to which it is a party to be observed or performed by it as of such Relevant Borrowing Date.
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Representations and Warranties of the Borrower and Guarantor. 11.1 The Borrower and the Guarantor jointly and severally warrant and represent to the Lender, with the intent that the Lender will rely thereon in entering into this Agreement and in advancing the Loan contemplated herein, that: (a) each of the Borrower and Guarantor has the power and capacity and good and sufficient right and authority to enter into this Agreement and those Security Documents to which it is a party on the terms and conditions herein set forth and has the power, authority and capacity to conduct the business as now conducted by it; (b) each of the Borrower, Guarantor and the Material Subsidiaries is duly incorporated, validly existing and in good standing under the laws of its incorporating jurisdiction; (c) Schedule "I" hereto lists each of the Borrower's and Guarantor's authorized and issued share capital, their directors and officers, and their ownership of shares in any other corporation (including, without limitation, the Material Subsidiaries) or their interest in any other entity; (d) each of the Material Subsidiaries is, directly or indirectly a wholly-owned subsidiary of the Guarantor; (e) each of the Borrower, Guarantor and the Material Subsidiaries holds all licences and permits required for the conduct in the ordinary course of its business and for the uses to which its assets have been or may be put and all such licences and permits are in good standing in all material respects and the conduct and uses of the same by it is in compliance in all material respects with all laws, zoning and other bylaws, building and other restrictions, rules, regulations and ordinances applicable to it, its business or its assets; (f) in respect of each of the Borrower and Guarantor, the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof, does not and will not: (i) conflict with or result in a breach of or violate any of the terms, conditions, or provisions of its constating documents; (ii) conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree. regulation or ruling of any court , domestic or foreign, or Governmental Authority which it is subject or constitute or result in a default under any agreement, contract or commitment to which it is a party; (iii) give to any person any remedy, cause of action, right of termination, cancellation or acceleration in or with respec...
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Representations and Warranties of the Borrower and Guarantor. Each of Borrower and Guarantor hereby represents and warrants to the Agent and the Lenders, which representations and warranties shall survive the execution and delivery hereof, that on and as of the date hereof and after giving effect to this Amendment: (a) It has the requisite power and authority to execute, deliver and perform its obligations under this Amendment. This Amendment has been duly authorized by all necessary action of it. This Amendment constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally and general principles of equity; (b) The representations set forth in the Loan Agreement and in the Loan Documents are true, correct and complete on and as of the date hereof; and (c) No Event of Default has occurred and is continuing.
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Representations and Warranties of the Borrower and Guarantor. The Borrower and Guarantor represent and warrant to the Bank that:
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Related to Representations and Warranties of the Borrower and Guarantor

  • 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 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 Borrower Borrower represents and warrants that:

  • Representations and Warranties of Credit Parties Each of the Credit Parties represents and warrants as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date). (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens. (g) Except as specifically provided in this Amendment, the Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

  • 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.