Representations Correct; No Default Clause Samples
The 'Representations Correct; No Default' clause serves to confirm that all statements and assurances made by a party in the agreement are accurate and that the party is not currently in breach of any obligations or experiencing any default under the contract. In practice, this means the party must ensure that all information provided is true and that they are in full compliance with the agreement's terms at the time of signing and, often, throughout the contract's duration. This clause is essential for building trust between parties and reducing the risk of disputes by ensuring that both sides are entering the agreement on a truthful and reliable basis.
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Representations Correct; No Default. Kindred and the Borrower each represents and warrants that (i) the representations and warranties contained in the Financing Documents are true as though made on and as of the date hereof and will be true on and as of the Amendment Effective Date (as defined below) as though made on and as of such date and (ii) no Default has occurred and is continuing on the date hereof and no Default will occur or be continuing on the Amendment Effective Date.
Representations Correct; No Default. The Borrower represents and warrants that (i) the representations and warranties contained in the Financing Documents are true as though made on and as of the date hereof and will be true on and as of the Commitment Increase Effective Date and the Amendment Effective Date (as defined below) as though made on and as of each such date and (ii) no Default has occurred and is continuing on the date hereof and no Default will occur or be continuing on the Commitment Increase Effective Date or the Amendment Effective Date.
Representations Correct; No Default. The Borrower represents ----------------------------------- and warrants that on and as of the date hereof: (i) the representations and warranties contained in each of the Credit Agreements and each of the other Loan Documents are correct; and (ii) no event has occurred and is continuing which (assuming the effectiveness of this Amendment) constitutes (or would constitute) a Default.
Representations Correct; No Default. Conseco represents and warrants that, except as expressly waived hereby, on and as of the date hereof (i) the representations and warranties contained in the Conseco Guaranty are true as though made on and as of the date hereof (except to the extent a representation or warranty references a specific date, in which case, such representation or warranty is true as of such date) and (ii) no default has occurred and is continuing.
Representations Correct; No Default. (a) The Borrower represents and warrants that, after giving effect to this Amendment, (i) the representations and warranties contained in the Loan Documents that are qualified by materiality are true and correct, and the representations and warranties that are not so qualified are true and correct in all material respects, in each case as though made on and as of the date hereof (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warrant is true and correct in all material respects as of such earlier date) and (ii) no Default has occurred and is continuing as of the date hereof.
(b) The Borrower represents and warrants, on and as of the date hereof, that (i) it has the requisite power to execute and deliver this Amendment, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Amendment has been duly and validly taken; (ii) this Amendment has been duly authorized, executed and delivered by it and (iii) no material Governmental Authorization is or will be required in connection with the execution and delivery of this Amendment.
(c) The Borrower represents and warrants that this Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Representations Correct; No Default. Vencor represents and warrants that, except as expressly waived hereby, on and as of the date hereof (i) the representations and warranties contained in the Credit Agreement are true as though made on and as of the date hereof and (ii no Default has occurred and is continuing. Vencor further represents and warrants that:
(a) the financial statements in the 1998 10-K fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of Vencor and its consolidated subsidiaries at the end of such year and their consolidated results of operations and cash flows for such year;
(b) the financial statements in the 1st Quarter 10-Q fairly present in all material respects, in conformity with generally accepted accounting principles (subject to normal year-end adjustments and the absence of footnotes), the consolidated financial position of Vencor and its consolidated subsidiaries at the end of such quarter and their consolidated results of operations for such quarter; and
(c) the information (other than projections and forecasts) included in the May 20 Meeting Materials, when taken as a whole together with the other Disclosure Materials, is true and accurate in all material respects or based on reasonable estimates, and not incomplete by omitting to state any fact necessary to make such information, when taken as a whole together with the other Disclosure Materials, not misleading in any material respect in light of the circumstances under which such information was provided. The projections and forecasts included in the May 20 Meeting Materials were based on reasonable assumptions and, when prepared, represented a reasonable estimate of the future performance of the Vencor Companies (subject to any express disclaimers set forth in the May 20 Meeting Materials).
Representations Correct; No Default. The Borrower represents and warrants that, except as expressly waived hereby, on and as of the date hereof (i) the representations and warranties contained in the Credit Agreement are true as though made on and as of the date hereof (except to the extent a representation or warranty references a specific date, in which case, such representation or warranty is true as of such date) and (ii) no Default or Event of Default has occurred and is continuing.
Representations Correct; No Default. The Borrower ----------------------------------- represents and warrants that on and as of the date hereof: (i) the representations and warranties contained in the Credit Agreement (after giving effect to this Amendment), the Guaranty Agreement, each Security Agreement, each Pledge Agreement and each Mortgage are and shall be correct, before and after giving effect to any Borrowing or Letter of Credit issuance on such date and to the application of the proceeds therefrom, as though made on and as of such date and (ii) no event has or shall have occurred and be continuing, or would result from any Borrowing or Letter of Credit issuance on such date, or from the application of the proceeds therefrom, which constitutes a Default.
Representations Correct; No Default. The Borrower represents and warrants that, after giving effect to this Amendment, (i) the representations and warranties contained in the Loan Documents are true as though made on and as of the date hereof and (ii) no Default has occurred or will be continuing as of the date hereof.
Representations Correct; No Default. . 1) The Borrower represents and warrants that, after giving effect to this Amendment, (i) the representations and warranties contained in the Loan Documents that are qualified by materiality are true and correct, and the representations and warranties that are not so qualified are true and correct in all material respects, in each case as though made on and as of the date hereof (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warrant is true and correct in all material respects as of such earlier date) and (ii) no Default has occurred and is continuing as of the date hereof.