Representation and Warranty Clause Example from Business Contracts

Representation and Warranty. The Borrower hereby represents and warrants as follows as of the Effective Time: a) The Borrower has taken all necessary corporate or other organizational action to authorize the execution and delivery of this Agreement and performance of the Credit Agreement, as amended by this Agreement. Each of this Amendment and the Credit Agreement as modified hereby constitutes the valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforcement may be limi...ted by bankruptcy, insolvency, or similar laws of general application relating to the enforcement of creditors' rights; and b) The representations and warranties of the Borrower contained in Article V of the Credit Agreement (except the representations and warranties in Sections 5.04(d) and 5.05 of the Credit Agreement, as to any matter which has heretofore been disclosed in writing by the Borrower to the Lenders by written notice given to the Administrative Agent), shall be true and correct in all material respects (provided that (i) if a representation or warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) of the Credit Agreement is true and correct in all respects) on and as of the Effective Time (or, if such representation or warranty speaks as of an earlier date, as of such earlier date). c) No Default exists immediately prior to and immediately after giving effect hereto. 21 4. Reference to and Effect on the Credit Agreement. a) This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby. b) Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. c) THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. Except with respect to the subject matter hereof and the changes contemplated hereby, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith. View More