Representation and Warranty Clause Example with 8 Variations from Business Contracts
This page contains Representation and Warranty clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Representation and Warranty. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows: (a) Authorization. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, (iii) do not and will not conflict with or result in a...ny breach or contravention of any provision of law, statute, rule or regulation to which Borrower or any Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to Borrower or any Guarantor, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement, articles of incorporation or other charter documents or bylaws of, or any agreement or other instrument binding upon, Borrower or any Guarantor or any of their respective properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent. 14 (b) Enforceability. This Amendment and any other agreements or instruments executed in connection herewith to which Borrower or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, or any filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority other than those already obtained, and filings after the date hereof of disclosures with the SEC, or as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. (d) Reaffirmation of Representations and Warranties. Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is true and correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties.View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. Each Borrower and Guarantors represent Guarantor represents and warrant warrants to and in favor of Agent and each Lender as follows, which representations and warranties are continuing and shall survive the Lenders as follows: execution and delivery hereof, the truth and accuracy of each, together with the representations and warranties in the other Financing Agreements, being a condition of the effectiveness of this Amendment: 4 (a) Authorization. The execution, Neither the execution and deliv...ery and performance of this Amendment and or any other agreements or agreements, documents and instruments executed or delivered in connection herewith and (together with this Amendment, the "Amendment Documents") nor the consummation of the transactions contemplated hereby and thereby or thereby, nor compliance with the provisions hereof or thereof (i) are within has resulted in or shall result in the authority creation or imposition of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part any Lien upon any of the Collateral, except in favor of Agent, (ii) has resulted in or shall result in the incurrence, creation or assumption of any Indebtedness of any Borrower and Guarantors, or Guarantor, except as expressly permitted under Section 9.9 of the Loan Agreement, (iii) do not and will not has violated or shall violate any applicable laws or regulations or any order or decree of any court or Governmental Authority in any material respect, (iv) does or shall conflict with or result in any the breach or contravention of any provision of law, statute, rule or regulation to which Borrower or any Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to Borrower or any Guarantor, (iv) do not and will not conflict with of, or constitute a default (whether with the passage in any respect under any material mortgage, deed of time trust, security agreement, agreement or the giving of notice, instrument to which any Borrower or both) under Guarantor is a party or may be bound, or (v) violates or shall violate any provision of the partnership agreement, articles certificate of incorporation or other charter documents or bylaws of, or any formation, operating agreement or other instrument binding upon, organizational documents of any Borrower or any Guarantor or any of their respective properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any Guarantor. (b) Each of the properties, assets or rights Amendment Documents have been duly authorized, executed and delivered by all necessary action on the part of Borrower or any Guarantor, other than those Borrowers and Guarantors which are party hereto and is in favor full force and effect as of Agent, on behalf of itself the date hereof, as the case may be, and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval obligations of Borrowers or consent of any Person other than those already obtained and delivered to the Agent. 14 (b) Enforceability. This Amendment and any other agreements or instruments executed in connection herewith to which Borrower or any Guarantor is a party are the Guarantors contained herein constitute legal, valid and legally binding obligations of Borrower Borrowers and Guarantors Guarantors, as the case may be, enforceable against them in accordance with the respective terms and provisions hereof, their terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of similar law limiting creditors' rights generally and the effect of by general principles of equity. equitable principles. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, or any filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority other than those already obtained, and filings after the date hereof of disclosures with the SEC, or as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. (d) Reaffirmation of Representations and Warranties. Each All of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained set forth in the Credit Agreement, Loan Agreement as amended hereby, and the other Loan Documents Financing Agreements, are true and correct in all material respects after giving effect to the provisions of this Amendment, except to the extent any such representation or warranty is made as of a specified date, in any document which case such representation or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is warranty shall have been true and correct in all material respects as of such date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified by materiality in the date hereof, with text thereof). (d) No action of, or filing with, or consent of any Governmental Authority, and no material approval or consent of any other party, is required to authorize, or is otherwise required in connection with, the same effect as if execution, delivery and performance of this Amendment or the transactions contemplated hereby, except for any actions or filings already made at or taken and as approvals or consents previously obtained. (e) As of the date hereof, except to the extent no Default or Event of changes resulting from transactions permitted by the Loan Documents (it being understood Default exists or has occurred and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. continuing. View More
Representation and Warranty. Borrower represents and Guarantors represent and warrant warrants to Agent and the Lenders as follows: (a) Authorization. The execution, delivery and performance of this Amendment and any the other agreements or instruments documents executed in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, Borrower, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, Borrower, ...(iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower or any Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to Borrower or any Guarantor, the Borrower, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any agreement mortgage, indenture, agreement, contract or other instrument binding upon, the Borrower or any Guarantor of its properties or any of their respective properties, to which the Borrower is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent. 14 Borrower. (b) Enforceability. This Amendment and any the other agreements or instruments documents executed in connection herewith to which Borrower or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance 7 with the respective terms and provisions hereof, hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained, obtained and any disclosure filings after the date hereof of disclosures with the SEC, or SEC as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. this Amendment. (d) Reaffirmation of Representations Reaffirmation. Borrower reaffirms and Warranties. Each restates as of the representations date hereof each and warranties every representation and warranty made by the Borrower and its Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or such Persons in connection with the Credit Agreement therewith except for representations or this Amendment is true and correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except warranties that expressly relate to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. an earlier date. View More
Representation and Warranty. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows: (a) Authorization. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, (iii) do not and will not conflict with or result in a...ny breach or contravention of any provision of law, statute, rule or regulation to which any of the Borrower or any Guarantor Guarantors is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrower or any Guarantor, Guarantors, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any agreement mortgage, indenture, agreement, contract or other instrument binding upon, any of the Borrower or any Guarantor Guarantors or any of their respective properties, properties or to which any of the Borrower or Guarantors is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any of the Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent. 14 Guarantors. (b) Enforceability. This Amendment and any other agreements or instruments executed in connection herewith to which Borrower or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained, obtained and any disclosure filings after the date hereof of disclosures with the SEC, or SEC as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. this Amendment. (d) Reaffirmation of Representations Reaffirmation. Borrower and Warranties. Each Guarantors reaffirm and restate as of the representations date hereof each and warranties every representation and warranty made by the Borrower and Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or such Persons in connection with therewith except for representations or warranties that expressly relate to an earlier date. 3 6. No Default. By execution hereof, the Credit Agreement or this Amendment is true Borrower and correct in all material respects Guarantors certify that as of the date hereof, with the same effect as if made at of this Amendment and as of the date hereof, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, immediately after giving effect to this Amendment. To the extent that any Amendment, no Default or Event of the representations Default has occurred and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. continuing. View More
Representation and Warranty. Borrower and Guarantors Guarantor represent and warrant to Agent and the Lenders as follows: (a) Authorization. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith the Term Loan Notes delivered pursuant hereto and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, Guarantor, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and...Guarantors, Guarantor, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of the Borrower or any Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrower or any Guarantor, (iv) do not and will not conflict with or constitute a default (whether with the passage 8 of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any agreement mortgage, indenture, agreement, contract or other instrument binding upon, any of the Borrower or any Guarantor or any of their respective properties, properties or to which any of the Borrower or Guarantor is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any of the Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent. 14 Guarantor. (b) Enforceability. This Amendment and any other agreements or instruments executed in connection herewith the Term Loan Notes delivered pursuant hereto to which Borrower or any and Guarantor is are a party are the valid and legally binding obligations of Borrower and Guarantors Guarantor enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith the Term Loan Notes delivered pursuant hereto and the transactions contemplated hereby and thereby do not require the approval or consent of, of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained, obtained and any disclosure filings after the date hereof of disclosures with the SEC, or SEC as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. this Amendment. (d) Reaffirmation of Representations Reaffirmation. Borrower and Warranties. Each Guarantor reaffirm and restate as of the representations date hereof each and warranties every representation and warranty made by the Borrower and Guarantor and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date. Each representation or warranty made or deemed made by the Borrower, the Guarantors Borrower or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or Party in any document Loan Document to which Borrower or instrument delivered pursuant any such Loan Party is a party is (and will be) true or correct in all material respects on the Effective Date (except for representations or warranties which expressly relate solely to or an earlier date, in connection with the Credit Agreement or this Amendment is which case such representations and warranties shall have been true and correct in all material respects as of the date hereof, with the same effect as if made at on and as of the date hereof, such earlier date) and except to the extent of for changes resulting from transactions permitted by in factual circumstances not prohibited under the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. Documents. View More
Representation and Warranty. Borrower and Guarantors Guarantor represent and warrant to Agent and the Lenders as follows: (a) Authorization. The execution, delivery and performance of this Amendment and any other agreements or instruments executed and delivered in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, Guarantor, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, Guarantor, (iii) do... not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of the Borrower or any Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrower or any Guarantor, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any agreement mortgage, indenture, agreement, contract or other instrument binding upon, any of the Borrower or any Guarantor or any of their respective properties, properties or to which any of the Borrower or Guarantor is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any of the Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent. 14 Guarantor. (b) Enforceability. This Amendment and any other agreements or instruments executed and delivered in connection herewith to which Borrower or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors Guarantor enforceable in accordance with the respective terms and provisions hereof, hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed and delivered in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other 18 governmental agency or authority other than those already obtained, obtained and any disclosure filings after the date hereof of disclosures with the SEC, or SEC as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. this Amendment. (d) Reaffirmation of Representations Reaffirmation. Borrower and Warranties. Each Guarantor reaffirm and restate as of the representations date hereof each and warranties every representation and warranty made by the Borrower and Guarantor and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or such Persons in connection with the Credit Agreement therewith except for representations or this Amendment is true and correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except warranties that expressly relate to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. an earlier date. View More
Representation and Warranty. Borrower and Guarantors Guarantor represent and warrant to Agent and the Lenders as follows: (a) Authorization. The execution, delivery and performance of this Amendment and any other agreements or instruments executed and delivered in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, Guarantor, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, Guarantor, (iii) do... not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of the Borrower or any Guarantor is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrower or any Guarantor, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any agreement mortgage, indenture, agreement, contract or other instrument binding upon, any of the Borrower or any Guarantor or any of their respective properties, properties or to which any of the Borrower or Guarantor is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any of the Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent. 14 Guarantor. (b) Enforceability. This Amendment and any other agreements or instruments executed and delivered in connection herewith to which Borrower or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors Guarantor enforceable in accordance with the respective terms and provisions hereof, hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments executed and delivered in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained, obtained and any disclosure filings after the date hereof of disclosures with the SEC, or SEC as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. this Amendment. 9 (d) Reaffirmation of Representations Reaffirmation. Borrower and Warranties. Each Guarantor reaffirm and restate as of the representations date hereof each and warranties every representation and warranty made by the Borrower and Guarantor and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or such Persons in connection with the Credit Agreement therewith except for representations or this Amendment is true and correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except warranties that expressly relate to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. an earlier date. View More
Representation and Warranty. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows: (a) Authorization. The execution, delivery and performance of this Amendment and any the other agreements or instruments documents executed in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, (iii) do not and will not conflict with ...or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of the Borrower or any Guarantor Guarantors is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrower or any Guarantor, Guarantors, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any agreement mortgage, indenture, agreement, contract or other instrument binding upon, any of the Borrower or any Guarantor Guarantors or any of their respective properties, properties or to which any of the Borrower or Guarantors is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any of the Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent. 14 Guarantors. 3 (b) Enforceability. This Amendment and any the other agreements or instruments documents executed in connection herewith to which Borrower or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Governmental Approvals. The execution, delivery and performance of this Amendment and any the other agreements or instruments documents executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained, obtained and any disclosure filings after the date hereof of disclosures with the SEC, or SEC as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. this Amendment. (d) Reaffirmation of Representations Reaffirmation. Borrower and Warranties. Each Guarantors reaffirm and restate as of the representations date hereof each and warranties every representation and warranty made by the Borrower and Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or such Persons in connection with the Credit Agreement therewith except for representations or this Amendment is true and correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except warranties that expressly relate to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. an earlier date. View More
Representation and Warranty. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows: (a) Authorization. (a)Authorization. The execution, delivery and performance of this Amendment and any the other agreements or instruments documents executed in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, (iii) do not and will ...not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of the Borrower or any Guarantor Guarantors is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrower or any Guarantor, Guarantors, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any agreement mortgage, indenture, agreement, contract or other instrument binding upon, any of the Borrower or any Guarantor Guarantors or any of their respective properties, properties or to which any of the Borrower or Guarantors is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of any of the Borrower or any Guarantor, other than those in favor of Agent, on behalf of itself Guarantors. (b)Enforceability. This Amendment and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent. 14 (b) Enforceability. This Amendment and any other agreements or instruments documents executed in connection herewith to which Borrower or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and the effect of general principles of equity. (c) Governmental Approvals. (c)Approvals. The execution, delivery and performance of this Amendment and any the other agreements or instruments documents executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained, obtained and any disclosure filings after the date hereof of disclosures with the SEC, or SEC as may be required hereafter with respect to tenant improvements, repairs or other work with respect to any Real Estate. (d) Reaffirmation of Representations this Amendment. (d)Reaffirmation. Borrower and Warranties. Each Guarantors reaffirm and restate as of the representations date hereof each and warranties every representation and warranty made by the Borrower and Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or such Persons in connection with the Credit Agreement therewith except for representations or this Amendment is true and correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except warranties that expressly relate to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date), in each case, after giving effect to this Amendment. To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by "Material Adverse Effect" or any other materiality qualifier, then the qualifier "in all material respects" contained in this Paragraph 6(d) shall not apply with respect to any such representations and warranties. an earlier date. View More
