Accuracy of Representations; No Default. The infor- mation regarding any Venture Borrower set forth herein and on each of the Schedules hereto, in the Venture Borrower Note and each document known by Borrower to have been delivered by any Venture Borrower to Lender in connection herewith is complete and accurate and contains full and true disclosure of pertinent financial and other information in connection with the Venture Loans. None of the foregoing contains any untrue statement of a material fact or omits to state a material fact necessary to make the information contained herein or therein not misleading or incomplete. No Event of Default or Unmatured Event of Default hereunder or under the Venture Note has occurred.
Accuracy of Representations; No Default. (a) The representations and warranties of the Broker/Dealer made herein shall be true and complete on and as of the date of the making of the Loan with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of an earlier date, as of such earlier date), and (b) no Default shall have occurred and be continuing.
Accuracy of Representations; No Default. The information set forth herein and on each of the Schedules hereto, and in each of the other Loan Documents is complete and accurate in all material respects and contains full and complete disclosure of all pertinent information in connection with Obligors. None of such information contains any untrue statement of a material fact or omits to state a material fact necessary to make the information contained herein or therein not misleading or not incomplete. No Event of Default or Potential Default hereunder, or under any other Loan Document, has occurred.
Accuracy of Representations; No Default. At the time of and upon giving effect to the Borrowing and application of the Advances on the Closing Date (i) the Specified Representations shall be true and correct in all material respects (except for representations and warranties qualified as to materiality or material adverse effect, which shall be true and correct in all respects) on and as of the Closing Date (except to the extent any such representation or warranty specifically relates to an earlier date in which case such representation and warranty shall be accurate in all material respects as of such earlier date); and (ii) no Specified Default shall have occurred which is continuing.
Accuracy of Representations; No Default. Except as set forth in amended and restated Schedules 3.1.3 [Liens], 5.1.5 [Leases], 5.1.6 [Sales Volumes by Location] and 5.1.17 [Stock Ownership], each of which are attached hereto and made a part hereof, the information set forth in each of the Loan Documents is complete and accurate in all material respects and contains full and complete disclosure of all pertinent information in connection with Obligors. None of such information contains any untrue statement of a material fact or omits to state a material fact necessary to make the information contained herein or therein not misleading or not incomplete. No Event of Default or Potential Default hereunder, or under any other Loan Document, has occurred.
Accuracy of Representations; No Default. All of Cousins' Express Representations and Warranties contained in this Agreement will be true in all material respects (without regard to any knowledge qualification) on the Closing Date with the same effect as if they 20222881v11 had been made on the Closing Date, except as modified in a manner permitted by this Agreement, and the Cousins Parties will have complied in all material respects with and performed in all material respects all covenants of the Cousins Parties under this Agreement.
Accuracy of Representations; No Default. The information set forth herein and on each of the Schedules hereto, and in each of the other Loan Documents is complete and accurate in all material respects and contains full and complete disclosure of all pertinent information in connection with Obligors. None of such information contains any untrue statement of a material fact or omits to state a material fact necessary to make the information contained herein or therein not misleading or not incomplete. No Event of Default or Potential Default hereunder, or under any other Loan Document, has occurred. 5. Conditions Precedent to the effectiveness of the Amendments and to Lender's Consents. As a condition precedent to the effectiveness of this First Amendment, Obligors shall deliver or cause to be delivered to Lender, executed where applicable and in form and substance satisfactory to Lender and its counsel, in addition to this First Amendment, the following documents, instruments and agreements and the following conditions shall have been satisfied: 5.1 The representations and warranties set forth herein and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except as such representations and warranties relate to a different date; 5.2 No Event of Default or Potential Default shall have occurred and be continuing hereunder or under any other Loan Document; 5.3 No Material Adverse Change shall have occurred since October 30, 2002; 5.4 As contemplated by Section 1.1 hereof, the Special Advance shall have been paid to Lender with the proceeds thereof used to reduce the Indebtedness under the Term Loan in like amount; 5.5 As contemplated by Section 1.4 hereof, evidence satisfactory to the Lender that the NOROB Notes have been irrevocably cancelled; 5.6 As contemplated by Section 1.5 hereof, evidence satisfactory to the Lender that the Xxxxxxxx Incentive Stock Option Agreement are irrevocably cancelled; 5.7 As contemplated by Section 1.6 hereof, evidence satisfactory to the Lender that the obligations with respect to the Sale Bonus under the Original Xxxxxxxx Employment Agreement have been irrevocably cancelled, as the same may have been replaced by those obligations under Section 1.3(b) of the Stock Purchase Agreement; 5.8 As contemplated by Section 2.1 hereof, to the extent that any portion of the accrued B&L Deferred Account Payable is in excess of sixty (60) days from 8 <PAGE> inv...
Accuracy of Representations; No Default. All of the warranties and representations of Acquisition contained in this Agreement will be true in all material respects (without regard to any knowledge qualification) on the Closing Date with the same effect as if they have been made on the Closing Date, except as modified in a manner permitted by this Agreement, and Acquisition will have complied in all material respects with and performed in all material respects all covenants of Acquisition under this Agreement.
Accuracy of Representations; No Default. The --------------------------------------- information set forth herein and on each of the Schedules hereto, in the Note, the Mortgages, the other Loan Documents and each document heretofore or concurrently delivered to Lender in connection herewith is complete and accurate and contains full and true disclosure of pertinent financial and other information in connection with the Loans. To the best of Borrower's knowledge, none of the foregoing contains any untrue statement of a material fact or omits to state a material fact necessary to make the information contained herein or therein not misleading or incomplete. To the best of Borrower's knowledge, no Event of Default or Unmatured Event of Default hereunder, under the Note, any Mortgage, or any of the other Loan Documents, has occurred.
Accuracy of Representations; No Default. The information regarding any Venture set forth herein and on each of the Schedules hereto, in the Venture Notes and each document delivered by any Venture to Agent in connection herewith is complete and accurate and contains full and true disclosure of pertinent financial and other information in connection with the Venture Loans. None of the foregoing contains any untrue statement of a material fact or omits to state a material fact necessary to make the information contained herein or therein not misleading or incomplete. No Event of Default or Unmatured Event of Default hereunder or under the Venture Notes has occurred.
