REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES Clause Samples

The "Representations and Warranties of the Commitment Parties" clause sets out the specific statements of fact and assurances that the parties making a commitment (such as investors or lenders) declare to be true at the time of entering into an agreement. These representations may include confirmation of their authority to enter the agreement, their financial capacity, and the absence of conflicts or legal impediments. By requiring these assurances, the clause provides the other party with confidence in the commitment parties' ability and legal standing to fulfill their obligations, thereby reducing the risk of future disputes or breaches.
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REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES. Each of the Commitment Parties severally and not jointly represents and warrants to the Company as set forth below. Each representation, warranty and agreement is made as of the date hereof.
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REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES. Each Commitment Party represents and warrants as to itself only (unless otherwise set forth herein, as of the date of this Agreement and as of the Closing Date) as set forth below.
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REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES. Each Commitment Party, in each case severally and not jointly and solely with respect to itself, hereby represents and warrants to the Company Parties as set forth below. Except for representations and warranties that are expressly limited as to a particular date, each representation and warranty is made as of the date hereof and as of the Plan Effective Date:
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REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES. 19 Section 5.1 Organization ...............................................................................................19 Section 5.2 Organizational Power and Authority .........................................................19 Section 5.3 Execution and Delivery ..............................................................................19 Section 5.4
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REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES. Each of the Commitment Parties, severally and not jointly, represents and warrants to, and agrees with, the Debtors as set forth below.
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REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES. Each Commitment Party and Backstop Party (each a “Subject Party”), severally and not jointly, represents and warrants as to itself only, as of (x) the date hereof, (y) with respect to the Commitment Parties as of the Closing, and (z) with respect to the Backstop Parties as of the 2019 Commitment Closing and the 2020 Commitment Closing, as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES. Each Commitment Party, severally and not jointly, hereby represents and warrants to the A.M. Castle Parties as set forth in this Article V. Except for representations and warranties that are expressly limited as to a particular date, each representation and warranty is made as of the Closing Date:
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REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES. Each Commitment Party represents and warrants, severally and not jointly, as set forth below.
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REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES. Each Commitment Party represents and warrants as to itself only (unless otherwise set forth herein, (w) as of the date of the Original Agreement (for all Commitment Parties other than Saba), (x) as of the date of this Agreement (for Saba, with respect to all of Article V), (y) as of the date of this Agreement (for the Commitment Parties other than Saba, with respect to Section 5.1, Section 5.2, Section 5.3, Section 5.4, and Section 5.5 only), and (z) as of the Closing Date) as set forth below.
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES

  • Representations and Warranties of the Lenders Each Lender, severally and not jointly, hereby represents and warrants, as to itself only, as follows: (a) It is an "accredited investor" as that term is defined in Rule 501 of the Securities Act, and that, in making the purchases contemplated herein, it is specifically understood and agreed that such Lender is acquiring the Lender Warrants for the purpose of investment and not with a view towards the sale or distribution thereof within the meaning of the Securities Act; provided, however, that the disposition of such Lender's property shall at all times be and remain within its control. With respect to the Lender Warrants, it has had an opportunity to discuss the Borrower's business, management, and financial affairs with the Borrower's management and the opportunity to review the Borrower's business plan, it has had an opportunity to ask questions of and receive answers from officers of the Borrower, and it acknowledges that it has had an opportunity to conduct its own independent due diligence investigation of the Borrower. (b) It understands that the Lender Warrants will not be registered under the Securities Act, by reason of their issuance by the Borrower in a transaction exempt from the registration requirements of the Securities Act, and that it must hold the Lender Warrants indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt from registration. It further understands that the Lender Warrants and the certificates evidencing the shares of common stock issued upon exercise of the Lender Warrants shall bear the following legend: THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.

  • Representations and Warranties of the Lender The Lender hereby represents and warrants to the Borrower as follows:

  • 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.

  • REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 6.2, that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith 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 any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.