Additional Representations Clause Samples
The "Additional Representations" clause requires one or both parties to make further statements or assurances beyond the standard representations typically found in an agreement. These additional representations may address specific facts, conditions, or compliance matters relevant to the transaction, such as confirming the absence of pending litigation or the possession of necessary licenses. By including this clause, the parties ensure that all relevant information is disclosed and relied upon, thereby reducing the risk of misunderstandings or undisclosed issues that could affect the agreement.
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Additional Representations. The representations and warranties of the Company set forth in the Underwriting Agreement are hereby incorporated herein.
Additional Representations. For purposes of Section 3 of this Agreement, the following shall be added, immediately following paragraph (f) thereof:
Additional Representations. In Section 3 add the following immediately after paragraph (f):
Additional Representations. Section 3 is hereby amended by adding the following additional subsections:
Additional Representations. In addition to the representations set forth in Paragraph 10 of the Agreement, Agent hereby makes the following representations, which shall continue during the term of any Transaction: Principal has duly authorized Agent to execute and deliver the Agreement on its behalf, has the power to so authorize Agent and to enter into the Transactions contemplated by the Agreement and to perform the obligations of Seller or Buyer, as the case may be, under such Transactions, and has taken all necessary action to authorize such execution and delivery by Agent and such performance by it.
Additional Representations. There are no additional representations by either party.
Additional Representations. Section 3 is hereby amended, by substituting for the words "Section 3(f)" in the introductory sentence thereof the words "Sections 3(f) and 3(i)" and by adding, at the end thereof, the following Sections 3(g), 3(h) and 3(i):
Additional Representations. Section 3 of this Agreement is hereby amended by adding the following Sections 3(g), (h), (i) and (j):
Additional Representations. Each of Holdings and the Borrower represents and warrants to the Incremental Term Loan Amendment Lenders that as of the Amendment Effective Date:
(a) (i) the sum of the debt (including contingent liabilities) of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of Holdings and its Subsidiaries, on a consolidated basis, (ii) the capital of Holdings, the Borrower and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (iii) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (iv) Holdings, the Borrower and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances; provided that the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability;
(b) the Borrower will not (i) knowingly use the proceeds of the Incremental Term Loans, or otherwise make available such proceeds to any Person subject to economic sanctions administered or enforced by the United States Government (including without limitation, sanctions enforced by the United States Department of the Treasury’s Office of Foreign Assets Control) (“Sanctions”) for the purpose of funding the activities of any Person subject to Sanctions in a manner that would result in a violation by such Person of applicable Sanctions, or (ii) use the proceeds of the Incremental Term Loans for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity on behalf of a government, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of the United States Foreign Corrupt Practices Act of 1977, as amended; and
(c) the Borrower is, both immediately before and after the Incremental Term Loan Amendment Effective Time, in compliance with Section 2.20 of the...
Additional Representations. Section 3 is amended by adding the following Sections 3(g), (h), (i), (j) and (k):