THE BORROWERS Clause Samples
The "THE BORROWERS" clause defines who the borrowers are under the agreement, identifying the individuals or entities responsible for repaying the loan. This clause typically lists the names and legal details of all parties borrowing funds, and may specify whether they are jointly or severally liable for the debt. By clearly establishing the borrowers, the clause ensures that all parties understand their obligations and liabilities, thereby preventing confusion or disputes regarding who is responsible for repayment.
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THE BORROWERS. SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE ARRANGER, AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) THE FAILURE OF THE BORROWERS OR ANY SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWERS OR ANY SUBSIDIARY SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY LOAN OR THE USE OF THE PROCEEDS THEREFROM, (v) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vi) THE OPERATIONS OF THE BUSINESS OF THE BORROWERS AND THEIR SUBSIDIARIES BY THE BORROWERS AND THEIR SUBSIDIARIES, (vii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (viii) ANY ENVIRONMENTAL LAW APPLICABLE TO EITHER BORROWER OR ANY SUBSIDIARY OR ANY OF ITS PROPERTIES, INCLUDING WITHOUT LIMITATION, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY EITHER BORROWER OR ANY SUBSIDIARY WITH SUCH ENVIRONMENTAL LAW APPLICABLE TO SUCH BORROWER OR ANY SUBSIDIARY, (x) THE PAST OWNERSHIP BY SUCH BORROWER OR SUCH SUBSIDIARY OF ANY OF ITS PROPERTIES OR PAST ACTIVITY ON ANY OF ITS PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (xi) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WAS...
THE BORROWERS. (1) The Borrowers assure that the Pupil is registered at the following school in the ▇▇▇▇▇▇- ▇▇▇▇ city area at the time of signing this contract:
(2) The Borrowers shall be jointly and severally liable pursuant to § 421 of the German Civil Code (BGB) in the sense that the State Capital Düsseldorf may demand claims under this Contract from each Borrower in whole or in part at its discretion, provided that no more than the total amount owed is demanded. Joint and several liability also applies if one Legal Guardian acts with the consent of the other in his or her representation.
(3) If only one Legal Guardian becomes the Borrower, he/she hereby confirms that he/she has sole parental care of the Pupil.
THE BORROWERS. SIGNED by )
THE BORROWERS. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations, and covenants of and applicable to any of, any two of, or all of the Borrowers under this Agreement, shall in every case (whether or not specifically so stated in each such case herein) be joint and several. Every notice by or to any Borrower shall be deemed also to constitute notice by and to the other Borrowers, every act or omission by any Borrower also shall be binding upon the other Borrowers, and the Administrative Agent, the Collateral Agent, the Issuing Bank, and the Lenders are fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts, and omissions of the other Borrowers.
THE BORROWERS. (a) Have failed to make certain principal and interest payments due on the Loans on December 31, 2013, January 31, 2014, February 3, 2014 and at any other time due on or before February 28, 2014, pursuant to Sections 2.2(b), 2.2(c) and 2.14 of the Credit Agreement;
(b) Have breached one or more of the provisions of Sections 6.25, 6.26, 6.27, 6.31 and 6.32 for the reporting periods ending on December 31, 2013 or January 31, 2014; and
(c) May have breached the representations set forth in Sections 5.6 and 5.18.
THE BORROWERS. 1.1 A copy of each Borrower’s constitutional documents or confirmation that there have been no changes to the constitutional documents delivered to the Issuing Bank on 6 October 2009.
1.2 A copy of a resolution of the board of directors of each Borrower:-
1.2.1 approving the terms of, and the transactions contemplated by, this letter and the relevant amendment letter in respect of each Collateral Control Agreement (the “Documents”) and resolving that it execute the Documents;
1.2.2 authorising a specified person or persons to execute the Documents on its behalf; and
1.2.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Documents and/or the Facility Agreement.
1.3 A specimen of the signature of each person that signs any Document on behalf of each Borrower or that each Borrower intends to have sign documents or notices in connection with this letter.
1.4 A certificate of each Borrower (signed by a director) confirming that utilising the Commitments in accordance with the Facility Agreement (as amended by this letter) would not cause any borrowing, guaranteeing or other limit binding on it to be exceeded.
1.5 A certificate of an authorised signatory of each Borrower certifying that each copy document relating to it specified in this Schedule is correct, complete and in full force and effect as at the date of this letter.
THE BORROWERS. SIGNED by ) ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇. Konstantakopoulos ) for and on behalf of ) CHRISTOS MARITIME CORPORATION, ) /s/ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ of Liberia, in the presence of: ) Attorney-in-fact Witness: /s/ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ) Name: ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ) Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. Faliro, ) 175.64 Athens, Greece, ) Occupation: Attorney-at-law ) SIGNED by ) ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇. Konstantakopoulos ) for and on behalf of ) COSTIS MARITIME CORPORATION, ) /s/ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ of Liberia, in the presence of: ) Attorney-in-fact Witness: /s/ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ) Name: ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ) Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. Faliro, ) 175.64 Athens, Greece, ) Occupation: Attorney-at-law ) SIGNED by ) /s/ ▇▇▇▇▇▇▇▇▇ Margelou Mrs. ▇▇▇▇▇▇▇▇▇ Margelou ) Attorney-in-fact and Mrs. Cryssoula Voulgari ) for and on behalf of ) EMPORIKI BANK OF GREECE S.A. ) /s/ Cryssoula Voulgari in the presence of: Attorney-in-fact Witness: /s/ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ) Name: ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ) Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. Faliro, ) 175.64 Athens, Greece, ) Occupation: Attorney-at-law ) FORM OF DRAWDOWN NOTICE (referred to in Clause 2.2) To: EMPORIKI BANK OF GREECE S.A. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ [ ] May, 2008 Re: US$150,000,000 Loan Agreement (the “Loan Agreement”) dated 12th May, 2008 made between (1) the Bank, as lender and (2) CHRISTOS MARITIME CORPORATION and COSTIS MARITIME CORPORATION, as joint and several borrowers (the “Borrowers”).
THE BORROWERS. The rights of each Borrower under this Agreement are personal to it. Accordingly they are not capable of assignment.
THE BORROWERS. 7.1.1. The Borrower shall compensate the loss of the Lender's expected profits if the Borrower repay the Loan before the above designated dates.
7.1.2. The Borrower shall only use the fund according to the contracted purpose.
7.1.3. Unless the Borrower provides notice in writing to the Lender 30 days in advance and obtains the Lender's consent, the Borrower shall not, before paying off the principal and interest, engage in sub-contracting, leasing, equity restructuring, pooling, consolidating, merging, splitting, joint investment, capital transferring, filing for restructuring, filing for dissolution, filing for bankruptcy, and any other actions which may affect the realization of Lender's rights.
7.1.4. The Borrower undertakes to inform the Lender in writing (1) within 7 days of knowing any changes in the Borrower's address, scope of business, officers' designation or appointment, and any events related to the business obligation; (2) within 5 days from the date that a material adverse event such as a license revocation, bankruptcy, and discontinuation of the Borrower's business occurs; and (3) 10 days prior to any change of the Borrower's legal representative, authorized deputy and changes in mailing address, name of enterprise or material changes in its finances and personnel.
THE BORROWERS. SIGNED ) By ) duly authorised for and on behalf of ) ……………………………………….. LEMANNVILLE NAVIGATION INC. ) as Borrower ) in the presence of: ) Signature: Name: Occupation: Address: