Borrower's Representations and Warranties Sample Clauses
BORROWER'S REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Borrower represents and warrants to each Lender that the following statements are true, correct and complete:
BORROWER'S REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to enter into this Agreement and to make the Loans, to induce Issuing Lenders to issue Letters of Credit and to induce other Lenders to purchase participations therein, each Borrower represents and warrants to each Lender, on the date of this Agreement, on each Funding Date and on the date of issuance of each Letter of Credit, that the following statements are true, correct and complete:
BORROWER'S REPRESENTATIONS AND WARRANTIES. Each of the Borrowers represents and warrants that: (a) its representations and warranties contained in Article IV of the Credit Agreement and its representations and warranties contained in the Security Instruments, the Guaranties, and each of the other Loan Documents to which it is a party are true and correct in all material respects on and as of the Effective Date, after giving effect to the terms of this Agreement, as though made on and as of such date, except those representations and warranties that speak of a certain date, which representations and warranties were true and correct as of such date; (b) after giving effect to the terms of this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement and the other documents, instruments, certificates and agreements (“Other Documents”) required to be delivered by this Agreement and to which each of the Borrowers is a party are within the corporate power and authority of each of the Borrowers and have been duly authorized by appropriate corporate action and proceedings; (d) this Agreement and the Other Documents to which each of the Borrowers is a party constitute legal, valid, and binding obligations of such Borrower enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement or any of the Other Documents; and (f) the Liens under the Security Instruments are valid and subsisting and secure each of the Borrowers’ obligations under the Loan Documents.
BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower hereby makes the following representations and warranties, as of the Effective Date and the date of each Loan Advance, to Lender and acknowledges that Lender is making the Loan in reliance upon such representations and warranties. Borrower's representations and warranties shall survive the Closing and, except as specifically provided below, shall continue in full force and effect until Borrower has repaid the Loan in full and performed all other obligations under the Loan Documents. -7- 12 4.1 Organization and Good Standing. Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. 4.2 Power and Authority. Borrower has the power and authority to execute, deliver, and perform Borrower's obligations under the Transaction Documents and has taken all requisite action to authorize the execution, delivery and performance of Borrower's obligations under such documents. 4.3 Enforceability. The Transaction Documents constitute valid and binding obligations of Borrower enforceable in accordance with their terms, except as enforceability may be limited by creditor's rights laws, equitable principles and the effect of judicial discretion. 4.4 No Violation. The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents [i] do not conflict with and will not conflict with, and do not result and will not result in a breach of Borrower's Organizational Documents; [ii] do not conflict with and will not conflict with, and do not result and will not result in a breach of, or constitute or will constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any of the terms, conditions or provisions of any agreement or other instrument or obligation to which Borrower is a party or by which its assets are bound; and [iii] to Borrower's actual knowledge, do not violate any order, writ, injunction, decree, statute, rule or regulation applicable to Borrower. 4.5 No Litigation. Except as disclosed on Exhibit D, [i] there are no actions, suits, proceedings or, to Borrower's actual knowledge, investigations by any governmental agency or regulatory body pending against Borrower; [ii] Borrower has not received written notice of any threatened actions, suits or proceeding or investigations against Borrower at law or in equity, or before any governmental board, ...
BORROWER'S REPRESENTATIONS AND WARRANTIES. As a material inducement to Administrative Agent and the Lenders to execute and deliver this Amendment, Borrower represents and warrants to Administrative Agent and the Lenders (with the knowledge and intent that Administrative Agent and the Lenders are relying upon the same in entering into this Amendment) that, as of the date of its execution of this Amendment: