Borrower Representations definition

Borrower Representations means the representations made by or with respect to Holdings in the Acquisition Agreement (but only to the extent that OH Holdings or any of its Affiliates have the right to terminate its respective obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement).
Sample 1

Examples of Borrower Representations in a sentence

  • REPRESENTATIONS AND WARRANTIES 25 Section 4.1. Borrower Representations 25 Section 4.2. Survival of Representations 33 Section 4.3. Knowledge and Other Matters 33 V.

  • Section 4.1. Borrower Representations 22 Section 4.1.1. Organization; Special Purpose 22 Section 4.1.2. Proceedings; Enforceability 23 Section 4.1.3. No Conflicts 23 Section 4.1.4. Litigation; Adverse Facts 23 Section 4.1.5. Agreements; Consents; Approvals 24 Section 4.1.6. Title 24 Section 4.1.7. Survey 24 Section 4.1.8. No Bankruptcy Filing 24 Section 4.1.9. Full and Accurate Disclosure 25 Section 4.1.10.

  • REPRESENTATIONS AND WARRANTIES 44 Section 3.1. Borrower Representations.

  • Each U.S. Borrower makes the additional representations and warranties set out in Schedule 11 (U.S. Borrower Representations and Warranties) to each Finance Party on the date of this Agreement.

  • Over 3,000 Empire Plan members received their flu shots at Walgreens and later received unexpected bills.

  • Section 4.1. Borrower Representations 27 Section 4.2. Organization; Special Purpose 27 Section 4.3. Proceedings; Enforceability 27 Section 4.4. No Conflicts 27 Section 4.5. Litigation; Adverse Facts 28 Section 4.6. Agreements; Consents; Approvals 2829 Section 4.7. Title 29 Section 4.8. Survey 29 Section 4.9. No Bankruptcy Filing 29 Section 4.10.

  • Section 4.1. Borrower Representations 82 Section 4.2. Survival of Representations 95 V.

  • Section 4.1. Borrower Representations 83 Section 4.2. Survival of Representations 96 V.

  • Borrower Representations and Warranties 36 Article V CONDITIONS Section 5.01.

  • REPRESENTATIONS AND WARRANTIES 66 Section 4.1 Borrower Representations 66 Section 4.2 Survival of Representations 78 ARTICLE V.

Related to Borrower Representations

  • Borrower Representative has the meaning assigned to such term in Section 11.01.

  • Authorized Borrower Representative means a person at the time designated and authorized to act on behalf of the Borrower by a written certificate furnished to the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer and containing the specimen signature of such person and signed on behalf of the Borrower by its Borrower Controlling Entity which certificate may designate one or more alternates.

  • Administrative Borrower has the meaning set forth in Section 17.9.

  • Borrowing Agent means any of the following:

  • The Borrower has advised the Banks that the Borrower has entered into an Agreement and Plan of Merger and Reorganization, dated as of February 10, 2000 (the "Merger Agreement"), among the Borrower, Opticare Health Systems, Inc. (the "Parent"), and OC Acquisition Corp., a wholly-owned subsidiary of the Parent ("Merger Sub"), pursuant to which the parties intend to merge Merger Sub with and into the Borrower subject to the terms and conditions thereof which include, among other things, restructuring the Obligations owing to the Banks on terms and conditions mutually agreed upon by the Borrower and the Banks. While the Borrower and the Banks have initiated discussions and due diligence concerning the Merger and any proposed restructuring of the Obligations, the Borrower acknowledges that the Banks have not consented to the Merger nor have the Banks agreed to any terms and conditions relating to any restructuring of the Obligations. In the meantime, however, the Borrower intends to continue to sell the remaining physician practice management groups operated by the Borrower and its Subsidiaries (collectively being referred to herein as the "PPM Businesses") and use a portion of the proceeds from the sale of the PPM Businesses to meet its reasonable and necessary operating expenses. To afford the Borrower an opportunity to proceed with the transactions described above, the Borrower has requested that (i) the Banks extend the temporary waiver period provided for in Sections 2.1 and 2.2 of that certain Seventh Amendment and Waiver to Credit Agreement dated as of December 10, 1999, among the Borrower, the Banks, and the Agent (the "Seventh Amendment") (as further amended, in part, by a December 30, 1999, letter agreement, a February 29, 2000, letter agreement, a March 24, 2000, letter agreement, an April 14, 2000, letter agreement, a May 5, 2000, letter agreement, and a May 19, 2000, letter agreement, in each case between the Borrower, the Banks and the Agent) and, in addition, that the Banks temporarily waive any non-compliance by the Borrower as of December 31, 1999, and as of March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements, in each case to the earlier of June 9, 2000, or the termination of the Merger Agreement pursuant to its terms (the earlier of such dates being referred to herein as the "Waiver Termination Date"), (ii) Bank of Montreal extend the Bridge Loan Period from June 2, 2000, to the Waiver Termination Date, and (iii) postpone the due date for the payment of principal, interest and unused commitment fees otherwise due on or before June 2, 2000, to the Waiver Termination Date. By signing below, the Banks (including Bank of Montreal with respect to the Bridge Loan Commitment) hereby agree to extend the waiver period provided in Sections 2.1 and 2.2 of the Seventh Amendment from June 2, 2000, to the Waiver Termination Date, temporarily waive any non-compliance by the Borrower as of December 31, 1999, and March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements through the period ending on the Waiver Termination Date, agree to extend the Bridge Loan Period to the Waiver Termination Date, and agree to postpone the due date for the payment of principal, interest, and unused commitment fees otherwise due on or before June 2, 2000, to the Waiver Termination Date, provided that:

  • Lender Presentation means the Lender Presentation dated July 12, 2016, relating to the Credit Facilities and the Transactions.

  • Borrower Related Party As defined in Section 3.33 of this Agreement.

  • Borrower Agent as defined in Section 4.4.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Subsidiary Borrowers means (a) each Domestic Subsidiary that is a party hereto as of the Closing Date and (b) each Domestic Subsidiary that becomes a party to this Agreement after the Closing Date pursuant to Section 9.11 or otherwise.

  • Parent Borrower as defined in the preamble hereto.

  • Borrowing Date any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

  • Subsidiary Borrower mean each Subsidiary of the Company that shall become a Subsidiary Borrower pursuant to Section 2.19, so long as such Subsidiary shall remain a Subsidiary Borrower hereunder. As of the date hereof, there are no Subsidiary Borrowers party hereto.

  • Initial Borrowing Date means the date occurring on or after the Effective Date on which the initial Borrowing of Loans occurs.

  • Borrower as defined in the preamble hereto.

  • U.S. Borrower means any Borrower that is a U.S. Person.

  • Canadian Borrowers has the meaning specified in the preamble to this Agreement.

  • Initial Borrowing means the first Borrowing made pursuant to this Agreement.

  • Co-Borrowers has the meaning specified in the introductory paragraph to this Agreement.

  • Revolving Administrative Agent means the administrative agent under the Revolving Credit Agreement.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • U.S. Borrowers have the meanings specified in the preamble to this Agreement.

  • Responsible administrative authority means, with respect to a structured settlement, any government authority vested by law with exclusive jurisdiction over the settled claim resolved by the structured settlement.

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.