Borrower’s Warranties and Representations Clause Examples
Borrower’s Warranties and Representations. As a material inducement to the Lender’s extension of credit to Borrower in connection with the Line of Credit Loan, Borrower warrants and represents to the Lender as follows:
Borrower’s Warranties and Representations. As a material inducement to the Lender's extension of credit to Borrower in connection with the Loan, Borrower warrants and represents to the Lender as follows:
Borrower’s Warranties and Representations. To induce the Department to enter into this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower hereby warrants and represents that:
a) The Borrower is duly organized, validly existing, and authorized to engage in business in the State of Wisconsin.
b) The Borrower is qualified to engage in business in every jurisdiction where the nature of its business makes such qualification necessary;
c) The Borrower is in compliance with all laws, regulations, ordinances and orders of public authorities applicable to it, the violation of which would have a material and adverse effect on the Borrower's financial ability to comply with this Agreement;
d) The Borrower is unaware of any conditions which could subject it to any damages, penalties or clean-up costs under any federal or state environmental laws which would have a material and adverse effect on the Borrower's financial ability to comply with this Agreement;
e) This Agreement is valid and enforceable in accordance with its terms against the Borrower, subject only to applicable bankruptcy, insolvency, reorganization or other similar laws affecting generally the enforceability of the rights of creditors;
f) The Borrower is financially solvent and able to comply with all of the terms and conditions set forth in the Agreement and is not in default under the terms and conditions of any loan agreements, leases, or financing arrangements with the Borrower’s other creditors;
g) The financial statements and other information provided by the Borrower to the Department are complete and accurate in accordance with Generally Accepted Accounting Principles, and may be relied upon by the Department in deciding whether to enter into this Agreement with the Borrower;
h) The Borrower has secured Project funds as identified in Exhibit A to fund all other costs relating to the Project;
i) In making these warranties and representations, the Borrower has not relied upon any information furnished by the Department.
j) The Borrower's warranties and representations herein are true and accurate as of the date of this Agreement, and shall survive the execution thereof;
Borrower’s Warranties and Representations. Borrower hereby represents and warrants as follows:
A. That Borrower and each of them is a duly organized and validly existing corporation in good standing under the laws of the States in which they were organized.
B. That Borrower has taken all necessary corporate action to authorize Borrower to enter into and perform this Agreement.
C. That the execution by Borrower of this Agreement, and the performance of its obligations hereunder no not and will not violate or conflict with any provision of Borrower's Articles of Incorporation or Bylaws.
D. To the best of Borrower's knowledge and belief, the owners have obtained all governmental licenses, permits and approvals necessary to use and occupy the Properties, and the owners are in compliance with all applicable requirements of federal, state and local law, including without limitation building and use ordinances and environmental protection statutes, and any restrictive covenants of record affecting the operation, use and occupancy of the Properties.
E. That there are no unrecorded easements or claims of interest in and to the Properties, nor any facts indicating the existence of any such easements, claims or interest other than those covenants and easements set forth as exceptions to the title insurance policy.
F. That there are no mechanic's or materialmen's liens in existence on or against the Properties.
G. That it/they have personal knowledge on information and belief of the facts hereinabove given and are competent to make these representations. Each of the Undersigned acknowledges that the Lender has relied on their representations contained herein in entering into this transaction.
H. That the execution and delivery by Borrower or owner of a Deed of Trust will not violate any indenture, agreement or other instrument to which the Borrower is a party, or the Properties are bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon the Properties.
I. That no consent or approval of any regulatory body is required for the execution, delivery and performance of a Deed of Trust.
J. That no suits, proceedings or investigations are pending or threatened against or affecting the Borrower or owners of the Properties, at law or in equity, or before or by any governmental or administrative agency ...
Borrower’s Warranties and Representations. Borrower hereby represents and warrants to the Lender, as follows:
Borrower’s Warranties and Representations. Borrower hereby unconditionally warrants and represents unto Lender as follows:
Borrower’s Warranties and Representations. Borrower covenants, warrants, and represents as follows:
A. Borrower is a Corporation, duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all necessary authority to conduct its business and defend or prosecute its rights wherever it is conducted.
B. Borrower is aware that Electropure EDI, Inc., is the actual holder of the Collateral being pledged as security under this transaction, and that Electropure EDI, Inc. is a wholly-owned subsidiary of Electropure, Inc.
C. All actions by Borrower, its directors, and stockholders that are necessary for the authorization execution, delivery, and performance of this Agreement, and of the Ancillary Agreements, have been duly taken. Borrower has been duly authorized to execute and deliver this Loan Agreement, the Ancillary Agreements, and all other corresponding documents, as evidencing a valid and binding obligation of Borrower.
D. Borrower owns good and marketable title to each item constituting the Collateral in this transaction, and such is free from all liens, levies, pledges or encumbrances of any nature whatsoever.
E. Borrower is aware that ▇▇▇▇▇▇▇ ▇▇▇▇, Lender’s President, is a former officer of Electropure, Inc., could be considered an “insider,” and that, nonetheless, the negotiation of this Loan Agreement and all Ancillary Agreements has occurred entirely at arm’s length, with Borrower and Lender each receiving independent legal counsel.
F. The officers or representatives of Borrower executing this Loan Agreement and the Ancillary Agreements are duly and properly in office or acting as representatives and are fully authorized to execute the same.
G. The Loan Agreement and Security Agreement create a perfected, first priority security interest in Lender’s favor, enforceable against the Collateral in which Borrower now has rights, and will create a perfected, first priority security interest enforceable against the Collateral in which Borrower later acquires rights, if and when Borrower acquires those rights during the Term of this agreement.
H. There is no character, bylaw, or capital stock provision of Borrower, and no provision of any indenture instrument, or agreement, written or oral, to which Borrower is a party or which governs the action of Borrower or which is otherwise binding upon Borrower or Borrower’s property, nor is there any statute, rule or regulation, or any judgment, decree, or order of any court or agency binding on Borrower...
Borrower’s Warranties and Representations. Borrower represents and warrants to Lender the statements set forth in Sections 7.1 through 7.12.
Borrower’s Warranties and Representations. As a material inducement to the Lender's extension of credit to Borrowers in connection with the Loan, each of the Borrowers jointly and severally and represent and warrant to the Lender as follows:
Borrower’s Warranties and Representations. The Borrower represents and warrants that: