Common use of Underwriting Representations Clause in Contracts

Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate.

Underwriting Representations. Borrower represents that as of the date of this Loan Agreement, each of the following is true: (i) Borrower is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is qualified to do business. (ii) Borrower is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending which, if adversely determined, would have a Material Adverse Effect, or that resulted in a judgment against it that has not been paid in full, and there are no liens of any nature against Borrower except (a) for tax liens not yet due or (b) as shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan. (iii) Borrower is in compliance with all laws, regulations, and orders applicable to it (“legal, non-conforming” status with respect to uses or structures will be considered to comply with zoning and land use laws and regulations for the purposes of this representation) and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate. (iv) Borrower is not involved in any dispute with any taxing authority. (v) Borrower has paid all taxes which it owes.