Representations Covenants Events of Default Sample Clauses

The "Representations, Covenants, Events of Default" clause defines the key promises and assurances made by each party, outlines ongoing obligations, and specifies what constitutes a breach of the agreement. In practice, representations are statements of fact made at the outset (such as a party's authority to enter the contract), covenants are commitments to perform or refrain from certain actions during the contract term, and events of default list specific circumstances—like failure to pay or insolvency—that trigger remedies for the non-breaching party. This clause is essential for allocating risk, setting clear expectations, and providing a framework for addressing breaches or failures in performance.
Representations Covenants Events of Default. The Borrowers and Guarantors hereby represent to the Agent and the Banks that: the representations and warranties contained in Article VI of the Credit Agreement or elsewhere in the Credit Agreement or anywhere in the Loan Documents remain true and accurate on and as of the date hereof (except for representations and warranties which relate solely to an earlier date or time, which representations and warranties were true and correct on and as of the specific dates or times referred to therein); the Borrowers and Guarantors have performed and are in compliance with all covenants contained in Article VIII of the Credit Agreement or elsewhere in the Credit Agreement or anywhere in the Loan Documents, all after giving effect to the Stock Sale and this Waiver and Consent; and no Event of Default or Potential Default has occurred and is continuing. It is acknowledged and agreed that the parties are entering into this Waiver and Consent to accommodate the time constraints of the Borrowers and Guarantors under the Stock Purchase Agreement. The Borrowers, Guarantors, the Agent and the Banks have discussed the need for the amendment and restatement of the Credit Agreement, and the other Loan Documents and, therefore, in consideration of this Waiver and Consent, the Borrowers and Guarantors hereby covenant and agree with the Agent and the Banks that they will use their best efforts to, within thirty (30) days from the Stock Purchase Closing Date, enter into an amended and restated Credit Agreement, with the Agent and the Banks, including the terms identified in that certain term sheet dated March 21, 1995, and an amendment and restatement of certain Schedules to the Credit Agreement and the other Loan Documents to properly reflect the Stock Sale, which amendment and restatement shall be in form and substance satisfactory to the Agent, the Banks and Buch▇▇▇▇ ▇▇▇e▇▇▇▇▇ ▇▇▇fessional Corporation, counsel to the Agent. The Borrowers and Guarantors hereby covenant to the Agent and the Banks that the proceeds received by the Borrowers and Guarantors pursuant to the Stock Sale shall be first used to repay any and all outstanding obligations under the Credit Agreement. Any excess proceeds shall be used by the Borrower and the Guarantors, subject to any restrictions or limitations contained in the Credit Agreement.
View Source
Representations Covenants Events of Default. The Borrowers and Guarantors hereby represent to the Agent and the Banks that: the representations and warranties contained in Article VI of the Credit Agreement or elsewhere in the Credit Agreement or anywhere in the Loan Documents remain true and accurate on and as of the date hereof (except for representations and warranties which relate solely to an earlier date or time, which representations and warranties were true and correct on and as of the specific dates or times referred to therein); the Borrowers and Guarantors have performed and are in compliance with all covenants contained in Article VIII of the Credit Agreement or elsewhere in the Credit Agreement or anywhere in the Loan Documents, all after giving effect to this Third Amendment and Waiver; and no Event of Default or Potential Default has occurred and is continuing.
View Source
Representations Covenants Events of Default 
View SourceView Similar (6)

Related to Representations Covenants Events of Default

  • Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.

  • REPRESENTATIONS BY AND COVENANTS OF THE COMPANY The Company hereby represents and warrants to the Subscriber that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants:

  • Representations and Covenants of the Company The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project: a. The Company is a business corporation duly formed and validly existing under the laws of the State of New York, has the authority to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement. b. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or will 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 the Company under the terms of any such instrument or agreement. c. The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection. d. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, an in which an adverse result would in any way diminish or adversely impact on the Company’s ability to fulfill its obligations under this Agreement. e. The Company covenants that the Project will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist at the Project except in compliance with all material applicable laws, (ii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances at the Project or onto any other property,

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that: (a) Debtor's exact legal name is as set forth in the preamble of this Agreement and Debtor is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, has its chief executive offices at the location specified in the preamble, and is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations; (b) Debtor has adequate power and capacity to enter into, and to perform its obligations under this Agreement, each Note and any other documents evidencing, or given in connection with, any of the Indebtedness (all of the foregoing are called the "Debt Documents"); (c) This Agreement and the other Debt Documents have been duly authorized, executed and delivered by Debtor and constitute legal, valid and binding agreements enforceable in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws; (d) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into, or performance by Debtor of any of the Debt Documents, except any already obtained; (e) The entry into, and performance by, Debtor of the Debt Documents will not (i) violate any of the organizational documents of Debtor or any judgment, order, law or regulation applicable to Debtor, or (ii) result in any breach of or constitute a default under any contract to which Debtor is a party, or result in the creation of any lien, claim or encumbrance on any of Debtor's property (except for liens in favor of Secured Party) pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which Debtor is a party; (f) There are no suits or proceedings pending in court or before any commission, board or other administrative agency against or affecting Debtor which could, in the aggregate, have a material adverse effect on Debtor, its business or operations, or its ability to perform its obligations under the Debt Documents, nor does Debtor have reason to believe that any such suits or proceedings are threatened; (g) All financial statements delivered to Secured Party in connection with the Indebtedness have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement, there has been no material adverse change in Debtors financial condition; (h) The Collateral is not, and will not be, used by Debtor for personal, family or household purposes; (i) The Collateral is, and will remain, in good condition and repair and Debtor will not be negligent in its care and use; (j) Debtor is, and will remain, the sole and lawful owner, and in possession of, the Collateral, and has the sole right and lawful authority to grant the security interest described in this Agreement; and (k) The Collateral is, and will remain, free and clear of all liens, claims and encumbrances of any kind whatsoever, except for (i) liens in favor of Secured Party, (ii) liens for taxes not yet due or for taxes being contested in good faith and which do not involve, in the judgment of Secured Party, any risk of the sale, forfeiture or loss of any of the Collateral, and (iii) inchoate materialmen's, mechanic's, repairmen's and similar liens arising by operation of law in the normal course of business for amounts which are not delinquent (all of such liens are called "Permitted Liens").