Representations and Warranties of the Borrowers Sample Clauses
The 'Representations and Warranties of the Borrowers' clause sets out specific statements and assurances made by the borrowers regarding their legal status, authority, financial condition, and other relevant facts at the time of entering into the agreement. Typically, this clause requires borrowers to confirm that all information provided is accurate, that they have the power to enter into the agreement, and that there are no undisclosed liabilities or legal issues. Its core function is to provide the lender with a basis for trust and due diligence, ensuring that the lender can rely on the borrower's disclosures and take action if any statements are found to be false or misleading.
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Representations and Warranties of the Borrowers. Each Borrower represents and warrants as follows:
(a) Such Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized, and each Significant Subsidiary of such Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.
(b) The execution, delivery and performance by such Borrower of this Agreement, and the consummation of the transactions contemplated hereby, are within such Borrower’s corporate powers, have been duly authorized by all necessary action, and do not contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law binding or affecting such Borrower or (iii) any contractual restriction binding on or affecting such Borrower or any of its properties.
(c) This Agreement has been duly executed and delivered by such Borrower. This Agreement is the legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law) and subject to requirements of reasonableness, good faith and fair dealing.
(d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by such Borrower of this Agreement, except for such Governmental Approvals that may be required to be obtained by such Borrower in connection with any Extension of Credit to or for the account of such Borrower, each of which Governmental Approvals will have been obtained and will be in full force and effect on or prior to the date of any Extension of Credit to or for the account of such Borrower.
(e) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting such Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator that is reasonably likely to have a Material Adverse Effect, except ...
Representations and Warranties of the Borrowers. Each Borrower represents and warrants as of the Closing Date and on each date specified in Article III, as follows:
Representations and Warranties of the Borrowers. Each Borrower represents and warrants as follows:
Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows as of the closing date of this Amendment:
(a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b) As of the date hereof after giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrowers set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.
Representations and Warranties of the Borrowers. To induce the Lenders to make the Loans hereunder, each Borrower hereby represents and warrants to Administrative Agent and the Lenders that:
Representations and Warranties of the Borrowers. Each Borrower represents and warrants to the Bank that after giving effect to this Amendment (a) the representations and warranties set forth in Article 6 of the Reimbursement Agreement are true and correct in all material respects as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (b) no event has occurred and is continuing which constitutes a Default.
Representations and Warranties of the Borrowers. Each Borrower represents and warrants that:
(a) Such Borrower has the requisite power and authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery by such Borrower of this Amendment and the performance of its obligations hereunder have been duly authorized by proper proceedings, and this Amendment constitutes a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as enforceability may be limited by any bankruptcy, insolvency or similar law affecting the enforcement of creditors' rights generally;
(b) Each of the representations and warranties contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects on and as of the date hereof as if made on the date hereof; and
(c) After giving effect to this amendment, no Default or Unmatured Default has occurred and is continuing.
Representations and Warranties of the Borrowers. 34 SECTION 5.1
Representations and Warranties of the Borrowers. Each of Parent and the other Borrowers represents and warrants as follows:
(a) Each Loan Party is a Business Entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Material Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its formation. Each Loan Party and each Material Subsidiary possess all applicable Business Entity powers and all other authorizations and licenses necessary to engage in its business and operations as now conducted, the failure to obtain or maintain which would have a Material Adverse Effect. Each Subsidiary of Parent that is, on and as of the Effective Date, a Material Subsidiary is listed on Schedule 7.01 hereto.
(b) The Transactions are within the Business Entity powers of each applicable Loan Party, have been duly authorized by all necessary applicable Business Entity action on the part of each applicable Loan Party, and do not contravene (i) the Organization Documents of any applicable Loan Party or (ii) any Laws or any contractual restriction binding on or affecting any applicable Loan Party. This Agreement, the Notes, if any, and the other Financing Documents have been duly executed and delivered by each Loan Party party thereto.
(c) The Transactions do not require any authorization or approval or other action by, nor any notice to or filing with, any Governmental Authority for the due execution, delivery and performance by each Loan Party party thereto of this Agreement, the Notes, if any, or the other Financing Documents, as applicable, that has not been duly made or obtained, except those (i) required in the ordinary course to comply with ongoing covenant obligations of the Borrowers hereunder, the performance of which is not yet due, and (ii) that will, in the ordinary course of business in accordance with this Agreement, be duly made or obtained on or prior to the time or times the performance of such obligations shall be due.
(d) This Agreement constitutes, and the Notes (if and when delivered hereunder) and the other Financing Documents, when delivered hereunder shall constitute, legal, valid and binding obligations of the Loan Parties party thereto, enforceable against each such Person in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity.
Representations and Warranties of the Borrowers. The Borrowers represent and warrant as follows: