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.

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

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

  • REPRESENTATIONS AND WARRANTIES 44 Section 3.1. Borrower Representations.

  • Section 4.1. Borrower Representations 85 Section 4.2. Survival of Representations 98 V.

  • 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.

  • 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.

  • Section 4.1. Borrower Representations 82 Section 4.2. MGM/Mandalay Lease Representations 95 Section 4.3. Survival of Representations 96 Section 4.4. Equity Capital 96 ARTICLE V.

  • Mortgage Borrower Mezzanine A Borrower Representations 78 Section 4.49.

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 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, and an April 14, 2000, letter agreement, and a May 5, 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 2, 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 May 19, 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 May 19, 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 May 19, 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 May 19, 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, collectively (i) each Domestic Subsidiary of the Company that is a party to this Agreement as a “Borrower” on the Effective Date and (ii) each Domestic Subsidiary of the Company that becomes a party to this Agreement as a “Borrower” following the Effective Date pursuant to Section 5.14, in each case, until such time as such Domestic Subsidiary is released from its obligations under the Loan Documents in accordance with this Agreement.

  • 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 any Subsidiary of the Borrower that becomes a party hereto pursuant to Section 10.1(c)(i) until such time as such Subsidiary Borrower is removed as a party hereto pursuant to Section 10.1(c)(ii).

  • 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 shall have the meaning provided in the first paragraph of 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 in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • 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.