WARRANTIES AND REPRESENTATIONS OF BORROWER Clause Samples

WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower hereby makes the following representations and warranties to Lender: 8.01 Borrower is a Delaware corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of Borrower has taken all action required by law, Borrower's corporate charter, its By- Laws, or otherwise, to be taken by it to authorize the execution and delivery of this Agreement, the issuance of the Note and the shares which are the subject of this Agreement, and the consummation of the transactions contemplated hereby. 8.02 The Incentive Share and the Interest Shares, if any, delivered hereunder shall be validly issued and outstanding and fully paid and non-assessable.

WARRANTIES AND REPRESENTATIONS OF BORROWER. Each Borrower hereby warrants and represents to the Lender that: (a) the persons executing this Second Amendment on behalf of Borrower have full authority to execute this Second Amendment on behalf of Borrower and to bind Borrower thereby; (b) the execution and delivery by Borrower of this Second Amendment and the performance thereunder by Borrower has not and will not result in a breach of, or constitute a default under, any mortgage, lease, bank loan, credit arrangement, or other instrument or agreement to which either Borrower is a party or by which either Borrower or the property security the Loan may be bound or affected; (c) all covenants and representations made by the Borrower in the Loan Documents and all recitals and representations made in this Second Amendment and other Loan Documents evidencing or securing this Second Amendment are true and accurate as of the date hereof; (d) Borrower is a corporation duly organized and validly existing under the laws of the State of Florida, (e) there exists no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or threatened against or affect Borrower or the property securing the Loan wherein an unfavorable decision, ruling or finding would materially adversely affect the business, operations, properties or financial condition of Borrower or the property securing the Loan; (f) since the date of the Loan, there has been no material adverse change in the condition, financial or otherwise, of the Borrower, except as has been disclosed to Lender by the Borrower; Borrower has filed all tax returns which are required by federal or state law to be filed and has paid all of the Borrower's taxes that have become due, no material adverse change has occurred in connection with the property securing the Loan, except as has been disclosed to Lender by the Borrower; the Borrower has not been involved as a debtor in any bankruptcy, reorganization or insolvency proceeding, or in any proceeding seeking the appointment of receiver, conservator, liquidating agent or similar person for all or a substantial portion of the properly owned by Borrower has not made an assignment for the benefit of creditors or taken any other similar action for the protection or benefit of creditors. As used herein, the term "material adverse change" shall mean a severe financial reversal which could be reasonably expected to create the possibility that the Borrower would become insolvent with...

WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower warrants and represents that:

WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower warrants and represents to Secured Party that: (a) Borrower owns the Collateral free and clear of all liens, security interests, adverse claims and encumbrances other than the security interest created or permitted hereby, except with arising under that certain Third Amended and Restated Security Agreement, dated as of August 1, 1995 (as amended, the "Prior Security Agreement"), made by Borrower in favor of Secured Party, which Prior Security Agreement, Borrower and Secured Party acknowledge and agree shall be subject and subordinate to the security interest in the Membership Interests granted hereunder; (b) No financing statement covering any of the Collateral is on file in any public office, other than the financing statement evidencing the security interest created or permitted hereby; (c) Those parts of the Collateral which are general intangibles are and will be enforceable in accordance with their respective terms, and Borrower has the authority and capacity to contract and be bound thereunder; (d) The execution and delivery of this Agreement will not violate any law, agreement or document governing Borrower or to which Borrower is a party; and (e) The principal place of business of Borrower is as set forth below the signature Borrower.

WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower represents and warrants to Lender that Borrower is not in default under the Original Note, the Agreement or any other loan document delivered to lender in connection therewith, nor is there a circumstance which, upon the giving of notice or the passage of time or both, would constitute an default under any provision thereof. Borrower stipulates and declares to Lender that Borrower has no charge, claim, demand, plea or set-off upon, for or against the Original Note, the Agreement or any other loan documents delivered in connection therewith.

WARRANTIES AND REPRESENTATIONS OF BORROWER. 15 10.1 Organization Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 10.2

WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower represents and warrants to Lender and agrees as follows, as of the date of this Note, the Initial Draw Date and the date of each Draw Line Loan (except for representations and warranties provided as of a particular date): (a) Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Michigan. Borrower is duly qualified and authorized to do business, and is in good standing, in each jurisdiction in which the failure to be so qualified or authorized to do business could have a Material Adverse Effect. (b) Borrower has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted and as it contemplates that business to be conducted in the future. Borrower is in material compliance with all laws, rules and regulations that are applicable to Borrower, its operations, or its properties. (c) Subsidiary is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan. Subsidiary is duly qualified and authorized to do business, and is in good standing, in each jurisdiction in which the failure to be so qualified or authorized to do business could have a Material Adverse Effect. (d) Subsidiary has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted and as it contemplates that business to be conducted in the future. Subsidiary is in material compliance with all laws, rules and regulations that are applicable to Subsidiary, its operations, or its properties. (e) The financial statements of Borrower that have been delivered to Lender have been prepared in accordance with GAAP, subject, in the case of financial statements that are not fiscal year-end statements, to GAAP Exceptions, and present fairly the financial position of Borrower as of the dates of, and the results of its operations for the periods covered by, those financial statements. Since the date of the most recent of those financial statements, no change has occurred in Borrower's financial condition or operations that could have a Material Adverse Effect. (f) Neither this Note nor any financial statement referred to above nor any other written statement furnished by Borrower to Lender in connection with this Note contains any untrue statement of a material fact or omits a material fact necessary t...

WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower and Guarantor hereby warrant and represent to the Lender that: (a) the person or persons executing this Amendment on behalf of Borrower and Guarantor have full authority to execute this Amendment on behalf of Borrower and Guarantor and to bind Borrower and Guarantor thereby; and (b) the execution, delivery and performance by Borrower and Guarantor of this Amendment, the Loan Agreement, the Note and the other Loan Documents, as amended as of the date hereof, have been duly and validly authorized and all consents and approvals which are necessary for authorization, binding effect, performance, and enforceability of this Amendment, the Loan Agreement, the Note, the Guaranty and the Loan Documents have been received.

WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower represents and warrants to Lender that the representations and warranties contained in Article IV of the Agreement are true and correct as of the date hereof and that Borrower is not in default under the Original Note, the Agreement or any other loan document delivered to Lender in connection therewith, nor is there a circumstance which, upon the giving of notice or the passage of time or both, would constitute a default under any provision thereof. Borrower stipulates and declares to Lender that Borrower has no charge, claim, demand, plea or set-off upon, for or against the Original Note, the Agreement or any other loan documents delivered in connection therewith.