Representation and Warranty Clause Example from Business Contracts

Representation and Warranty. Maker hereby represents and warrants to Noteholder on the date hereof as follows: 6.1 Existence; Compliance With Laws. Maker is (a) a corporation incorporated and validly existing and subsisting under the laws of the state of its jurisdiction of incorporation and has the requisite power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it is now being conducted and (b) in compliance with all Laws and Orders except to the extent... that the failure to comply therewith would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 6 6.2 Power and Authority. Maker has the power and authority, and the legal right, to execute and deliver this Note and to perform its obligations hereunder. 6.3 Authorization; Execution and Delivery. The execution and delivery of this Note by Maker and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. Maker has duly executed and delivered this Note. 6.4 No Approvals. No consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person is required in order for Maker to execute, deliver, or perform any of its obligations under this Note. 6.5 No Violations. The execution and delivery of this Note and the consummation by Maker of the transactions contemplated hereby do not and will not (a) violate any provision of Maker's organizational documents; (b) violate any Law or Order applicable to Maker; or (c) subject to application of the Subordination Agreement, conflict with or result in any breach, or constitute a default, under any material agreement or contract by which Maker is bound. 6.6 Enforceability. The Note is a valid, legal and binding obligation of Maker, enforceable against Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 6.7 No Litigation. No action, suit, litigation, investigation or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of Maker, threatened by or against Maker or any of its property or assets (a) with respect to the Note or any of the transactions contemplated hereby or (b) that would be expected to materially adversely affect Maker's financial condition or the ability of Maker to perform its obligations under the Note. View More