Representations of Borrowers Clause Samples

Representations of Borrowers. Borrowers ------------------------------ hereby represent to the Banks that: a. the representations and warranties contained in Article IV of the Existing Credit Agreement and contained in each of the other Loan Documents (other than representations and warranties which expressly speak only as of a different date, which shall be true and correct in all material respects as of such date) are true and correct on and as of the Fourth Amendment Effective Date in all material respects as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties are not true and correct as a result of a change which is permitted by the Credit Agreement or by any other Loan Document or which has been otherwise consented to by Agent Bank; b. Since the date of the most recent financial statements referred to in Section 5.08 of the Existing Credit Agreement, no Material Adverse Change has occurred and no event or circumstance which could reasonably be expected to result in a Material Adverse Change or Material Adverse Effect has occurred; c. no event has occurred and is continuing which constitutes a Default or Event of Default under the terms of the Credit Agreement; and d. The execution, delivery and performance of this Fourth Amendment has been duly authorized by all necessary action of Borrowers and Guarantor and this Fourth Amendment constitutes a valid, binding and enforceable obligation of Borrowers and Guarantor.

Representations of Borrowers. The Borrowers represent and warrant that (i) the representations and warranties of the Borrowers set forth in Article 3 of the Credit Agreement are true on and as of the date hereof and (ii) no Default has occurred and is continuing.

Representations of Borrowers. The Borrowers hereby represent and warrant to Lender and Collateral Agent the following: (A) Each Borrower (i) is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and in all jurisdictions in which qualification or licensing is required; and (ii) has the power and authority to own, and lease its Property and conduct its business as it is now conducted. There are no proceedings or actions pending, threatened or contemplated for the liquidation, reorganization, termination or dissolution of any Borrower. (B) There have been no material adverse changes, financial or otherwise, in the condition of any Borrower from that previously disclosed to Lender and Collateral Agent by each Borrower, or in any supporting data submitted in connection with the Loan, and all of the information contained therein was true and correct in all material respects when submitted and is now substantially materially true and correct on the date hereof. (C) No proceedings in bankruptcy or insolvency have ever been instituted by or against any Borrower or any affiliate thereof, and no such proceeding is now pending or contemplated. (D) Each Borrower, and the partners of each Borrower are solvent pursuant to the laws of the United States and the state in which the Borrower is organized, as reflected by the entries in such Borrower's books and records and as reflected by the actual facts. (E) The Note, the Security Instruments and the other Loan Documents, and all other notes and loan documents evidencing all other obligations of Borrowers to Lender, if any, have been duly authorized, executed and delivered by Borrowers and constitute valid and binding obligations of Borrowers, enforceable against Borrowers in accordance with their respective terms, except as the enforcement of them may be limited by bankruptcy, insolvency, moratorium and other applicable debtor relief laws, and by equitable principles. No approval, consent, order or authorization of any governmental authority and no designation, registration, declaration or filing with any governmental authority is required in connection with the execution and delivery of the Note, the Security Instruments or any of the Loan Documents, except as may have already been obtained. (F) The execution, delivery, and performance of the Loan Documents will not violate or contravene in any way the organizational documents of any Borrower or any indenture, agreement or instrument to ...

Representations of Borrowers. In order to induce the Lender to make the Loan hereunder, Borrowers represent and warrant that: a. The City is a duly organized and existing municipal public body corporate of the State of Montana and has taken all actions as may be required to make this Agreement, the Note Resolution and the City Note valid and binding obligations of the City enforceable with their terms. b. MRP is a duly organized and validly existing limited liability company under the laws of Montana and has taken all actions as may be required to make this Agreement a valid and binding obligation of MRP, and has the authority to execute the MRP Note and the Trust Indenture as may be required herein. c. MRP’s financial statements provided to the Lender and relied on by the Lender in making the Loan are true, accurate and correct, and do not omit any relevant or pertinent information regarding the financial condition of MRP. d. MRP agrees, subject to available funding, to make a good faith effort to close on the purchase of the Property and to undertake the Development Project. e. MRP agrees to pay the Project Budget Commitment pursuant to Section 7 hereof. f. MRP agrees to use its best efforts to obtain consent from the owner of the fee interest in the Mill Site Property that the Mill Site Property remain in the City upon commencement of the Remediation Project and the exercise of the Leasehold Option. g. Neither Borrower is a party to any action, suit or proceeding pending, or, to the knowledge of either Borrower, threatened at law or in equity before any Court or administrative officer or agency which brings into question the validity of the transaction herein contemplated or might result in any adverse change in the business or financial condition of either Borrower. h. Neither Borrower is in default of any obligations, covenants, or conditions contained in any bond, debenture, note, or other evidence of indebtedness or any mortgages, deeds of trust or collateral instruments securing the same. The making of this Agreement and the consummation of the transaction contemplated herein will not violate any provision of law or result in a breach or constitute a default under any agreement to which either Borrower is a party or result in a creation of any lien, charge or encumbrance upon any of its property or its assets. i. MRP has filed all tax returns which are required to be filed and has paid or made provision for the payment of all taxes which have or may become due pursuant to said ...

Representations of Borrowers. The Borrowers represent and warrant, as of the Amendment Effective Date, that (i) the representations and warranties of the Borrowers set forth in Section 4 of the Credit Agreement and in the other Credit Documents are true and correct in all material aspects on and as of the Amendment Effective Date (including, for the avoidance of doubt, as such representations and warranties relate to this Amendment and the execution and performance of this Amendment); provided that (x) to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date and (y) in each case such materiality qualifier shall not be applicable to any representations and warranties that are already qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in the text thereof; (ii) no Event of Default exists and no Default or Event of Default shall exist after giving effect to this Amendment and the November 2015 Increased Commitments; and (iii) the Borrowers are in compliance with the financial covenants set forth in Section 6.6 of the Credit Agreement (treating any such increase on account of the November 2015 Increased Commitments as fully drawn for this purpose).

Representations of Borrowers. Each of the Borrowers represents and warrants that, on and as of the date hereof and after giving effect to this Amendment, (i) the representations and warranties of the Obligors set forth in the Loan Documents will be true and correct in all respects and (ii) no Default will have occurred and be continuing.

Representations of Borrowers. Each Borrower represents and warrants as to itself to such Borrower’s knowledge (as defined in Section 4.3 of the First Mortgage Loan Agreement) that as of the date hereof:

Representations of Borrowers. The representations and warranties of the ---------------------------- Borrowers set forth in Sections 3 and 4 of the Loan Agreement are true and correct as of the date thereof.

Representations of Borrowers. Each Borrower represents and warrants as of the date hereof and as of the Closing Date that 44