Common use of The Borrowers Representations and Warranties Clause in Contracts

The Borrowers Representations and Warranties. The Borrowers hereby reaffirm all of the representations and warranties set forth in the Note, the Loan Agreement and the other Loan Documents, which shall be modified to the extent hereinafter set forth, and further represent and warrant that (a) the Borrowers are the sole legal and beneficial owners of the Land, Lots and Units (as each such term is defined in the Loan Agreement), (b) the execution and delivery of this Agreement do not contravene, result in a breach of, or constitute a default under, any deed of trust, loan agreement, indenture or other contract or agreement to which the Borrowers are a party or by which the Borrowers or any of their properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which the Borrowers or the Land, Lots and Units are subject, (c) this Agreement and the other documents which the Noteholder has required in connection herewith constitute the legal, valid and binding obligations of the Borrowers and the parties thereto other than the Noteholder, enforceable in accordance with their terms, (d) the execution and delivery of, and performance under, this Agreement and the other documents which the Noteholder has required in connection herewith are within the Borrowers’ power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law or of the Borrowers’ articles of incorporation or by-laws or of any indenture, agreement or undertaking to which the Borrowers are a party or by which they are bound, (e) there exists no Default under the Note, the Loan Agreement or any other Loan Document, (f) the Borrowers have no offsets, claims or defenses with respect to the Loan, and (g) the Borrowers are duly organized Virginia and Delaware corporations, respectively, in good standing under Virginia law and, in the case of Xxxxxx Xxxxxxxxx & Orleans, Inc., Delaware law. The Borrowers further represent and warrant that there is no suit, judicial or administrative action, claim, investigation, inquiry, proceeding or demand pending (or, to the Borrowers’ knowledge, threatened) (i) against the Borrowers, the Guarantor or any other person liable directly or indirectly for the Loan, or (ii) which affects any of the Land, Lots or Units or the Borrowers’ title to any of the Land, Lots or Units or (iii) which affects the validity, enforceability or priority of any of the Loan Documents, and (h) the Land, Lots and Units comply with, and shall continue to comply with, in all material respects, all applicable Federal, state and local laws, statutes, ordinances and regulations, including, without limitation, those relating to environmental matters. The Borrowers agree to indemnify and hold the Noteholder harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys’ fees and charges) incurred by the Noteholder, its directors, officers, employees, agents and contractors as a result of any representation or warranty made by the Borrowers herein which is untrue or inaccurate in any material respect, and any such occurrence shall also, at the Noteholder’s option, constitute a Default under the Note, the Loan Agreement and the other Loan Documents.

The Borrowers Representations and Warranties. The Borrowers hereby reaffirm all of the representations and warranties set forth in the Note, the Loan Agreement and the other Loan Documents, which shall be modified to the extent hereinafter set forth, and further represent and warrant that (a) the Borrowers are the sole legal and beneficial owners of the Land, Lots and Units (as each such term is defined in the Loan Agreement), (b) the execution and delivery of this Agreement do not contravene, result in a breach of, or constitute a default under, any deed of trust, loan agreement, indenture or other contract or agreement to which the Borrowers are a party or by which the Borrowers or any of their properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which the Borrowers or the Land, Lots and Units are subject, (c) this Agreement and the other documents which the Noteholder has required in connection herewith constitute the legal, valid and binding obligations of the Borrowers and the parties thereto other than the Noteholder, enforceable in accordance with their terms, (d) the execution and delivery of, and performance under, this Agreement and the other documents which the Noteholder has required in connection herewith are within the Borrowers’ power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law or of the Borrowers’ articles of incorporation or by-laws or of any indenture, agreement or undertaking to which the Borrowers are a party or by which they are bound, (e) there exists no Default under the Note, the Loan Agreement or any other Loan Document, (f) the Borrowers have no offsets, claims or defenses with respect to the Loan, and (g) the Borrowers are duly organized Virginia and Delaware corporations, respectively, in good standing under Virginia law and, in the case of Xxxxxx Xxxxxxxxx & OrleansOrleans Homebuilders, Inc., Delaware law, and (h) Xxxxxx & Orleans Homebuilders, Inc. changed its name from Xxxxxx Xxxxxxxxx & Orleans, Inc. pursuant to an amendment to its articles of incorporation but has made no other changes to its articles of incorporation or other organizational documents. The Borrowers further represent and warrant that (a) there is no suit, judicial or administrative action, claim, investigation, inquiry, proceeding or demand pending (or, to the Borrowers’ knowledge, threatened) (i) against the Borrowers, the Guarantor or any other person liable directly or indirectly for the Loan, or (ii) which affects any of the Land, Lots or Units or the Borrowers’ title to any of the Land, Lots or Units Units, or (iii) which affects the validity, enforceability or priority of any of the Loan Documents, and (hb) the Land, Lots and Units comply with, and shall continue to comply with, in all material respects, all applicable Federal, state and local laws, statutes, ordinances and regulations, including, without limitation, those relating to environmental matters. The Borrowers agree to indemnify and hold the Noteholder harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys’ fees and charges) incurred by the Noteholder, its directors, officers, employees, agents and contractors as a result of any representation or warranty made by the Borrowers herein which is untrue or inaccurate in any material respect, and any such occurrence shall also, at the Noteholder’s option, constitute a Default under the Note, the Loan Agreement and the other Loan Documents.

The Borrowers Representations and Warranties. The Borrowers hereby reaffirm all of the representations and warranties set forth in the Note, the Loan Agreement and the other Loan Documents, which shall be modified to the extent hereinafter set forth, and further represent and warrant that (a) the Borrowers are the sole legal and beneficial owners of the Land, Lots and Units (as each such term is defined in the Loan Agreement), (b) the execution and delivery of this Agreement do not contravene, result in a breach of, or constitute a default under, any deed of trust, loan agreement, indenture or other contract or agreement to which the Borrowers are a party or by which the Borrowers or any of their properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both), and do not violate or contravene any law, order, decree, rule, regulation or restriction to which the Borrowers or the Land, Lots and Units are subject, (c) this Agreement and the other documents which the Noteholder has required in connection herewith constitute the legal, valid and binding obligations of the Borrowers and the parties thereto other than the Noteholder, enforceable in accordance with their terms, (d) the execution and delivery of, and performance under, this Agreement and the other documents which the Noteholder has required in connection herewith are within the Borrowers’ power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action, and are not in contravention of any law or of the Borrowers’ articles of incorporation or by-laws or of any indenture, agreement or undertaking to which the Borrowers are a party or by which they are bound, (e) there exists no Default under the Note, the Loan Agreement or any other Loan Document, (f) the Borrowers have no offsets, claims or defenses with respect to the Loan, and (g) the Borrowers are duly organized Virginia and Delaware corporations, respectively, in good standing under Virginia law and, in the case of Xxxxxx Xxxxxxxxx & OrleansOrleans Homebuilders, Inc., Delaware law, and (h) Xxxxxx & Orleans Homebuilders, Inc. changed its name from Xxxxxx Xxxxxxxxx & Orleans, Inc. pursuant to an amendment to its articles of incorporation but has made no other changes to its articles of incorporation or other organizational documents. The Borrowers further represent and warrant that there is no suit, judicial or administrative action, claim, investigation, inquiry, proceeding or demand pending (or, to the Borrowers’ knowledge, threatened) (i) against the Borrowers, the Guarantor or any other person liable directly or indirectly for the Loan, or (ii) which affects any of the Land, Lots or Units or the Borrowers’ title to any of the Land, Lots or Units Units, or (iii) which affects the validity, enforceability or priority of any of the Loan Documents, and (h) the Land, Lots and Units comply with, and shall continue to comply with, in all material respects, all applicable Federal, state and local laws, statutes, ordinances and regulations, including, without limitation, those relating to environmental matters. The Borrowers agree to indemnify and hold the Noteholder harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorneys’ fees and charges) incurred by the Noteholder, its directors, officers, employees, agents and contractors as a result of any representation or warranty made by the Borrowers herein which is untrue or inaccurate in any material respect, and any such occurrence shall also, at the Noteholder’s option, constitute a Default under the Note, the Loan Agreement and the other Loan Documents.