Representation and Warranty Clause Example with 21 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 hereby represents and warrants to the Administrative Agent and the Lenders that (a) Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof do not violate or conflict with the Organizati...onal Documents of Borrower or any law applicable to Borrower or result in a breach of any provision of or constitute a default under any other material agreement, instrument or document binding upon or enforceable against Borrower; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) Borrower is not aware of any claim or offset against, or defense or counterclaim to, Borrower's obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of Borrower in every respect, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. Borrower hereby represents and warrants to the Administrative Agent and the Lenders Lender that (a) Borrower has the legal power and authority to execute and deliver this Amendment; Amendment, (b) the officers officials executing this Amendment have been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions hereof; hereof, (c) the execution and delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof do not vio...late or conflict with the Organizational Documents organizational agreements of Borrower or any law applicable to Borrower or result in a breach of any provision provisions of or constitute a default under any Material Business Agreement or any other material agreement, instrument or document 4 binding upon or enforceable against Borrower; Borrower, (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) Borrower is not aware of any claim or offset against, or defense or counterclaim to, Borrower's obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of upon Borrower in every respect, enforceable in accordance with its terms, respect except as enforceability thereof may be limited by bankruptcy, insolvency insolvency, reorganization, fraudulent transfer, moratorium or similar federal or state laws affecting or judicial decisions relating to the enforcement rights of creditors' rights generally. creditors, (e) no event or condition which has or could reasonably be expected to have a Material Adverse Effect as to Borrower has occurred from the Closing Date to the Second Amendment Effective Date, and (f) no Default or Event of Default is outstanding under the Agreement. View More
Representation and Warranty. Borrower hereby represents and warrants to the Administrative Agent and the Lenders Lender that (a) Borrower has the legal power and authority to execute and deliver this Amendment; Amendment, (b) the officers officials executing this Amendment have been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions hereof; hereof, (c) the execution and delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof do not vio...late or conflict with the Organizational Documents organizational agreements of Borrower or any law applicable to Borrower or result in a breach of any provision provisions of or constitute a default under any Material Business Agreement or any other material agreement, instrument or document binding upon or enforceable against Borrower; Borrower, (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) Borrower is not aware of any claim or offset against, or defense or counterclaim to, Borrower's obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of upon Borrower in every respect, enforceable in accordance with its terms, respect except as enforceability thereof may be limited by bankruptcy, insolvency insolvency, reorganization, fraudulent transfer, moratorium or similar federal or state laws affecting or judicial decisions relating to the enforcement rights of creditors' rights generally. creditors, (e) no event or condition which has or could reasonably be expected to have a Material Adverse Effect as to Borrower has occurred from the Closing Date to the Third Amendment Effective Date, and (f) no Default or Event of Default is outstanding under the Agreement except for the Anticipated Default set forth and defined in Section 8 of this Amendment. View More
Representation and Warranty. Borrower hereby represents and warrants to the Administrative Agent and the Lenders Lender that (a) Borrower has the legal power and authority to execute and deliver this Amendment; Amendment, (b) the officers officials executing this Amendment have been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions hereof; hereof, (c) the execution and delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof do not vio...late or conflict with the Organizational Documents organizational agreements of Borrower or any law applicable to Borrower or result in a breach of any provision provisions of or constitute a default under any Material Business Agreement or any other material agreement, instrument or document binding upon or enforceable against Borrower; Borrower, (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) Borrower is not aware of any claim or offset against, or defense or counterclaim to, Borrower's obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of upon Borrower in every respect, enforceable in accordance with its terms, respect except as enforceability thereof may be limited by bankruptcy, insolvency insolvency, reorganization, fraudulent transfer, moratorium or similar federal or state laws affecting or judicial decisions relating to the enforcement rights of creditors' rights generally. creditors, (e) no event or condition which has or could reasonably be expected to have a Material Adverse Effect as to Borrower has occurred from the Closing Date to the First Amendment Effective Date, and (f) no Default or Event of Default is outstanding under the Agreement. View More
Representation and Warranty. Borrower hereby represents and warrants to the Administrative Agent and the Lenders Lender that (a) Borrower has the legal power and authority to execute and deliver this Amendment; Amendment, (b) the officers officials executing this Amendment have been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions hereof; hereof, (c) the execution and delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof do not vio...late or conflict with the Organizational Documents organizational agreements of Borrower or any law applicable to Borrower or result in a breach of any provision provisions of or constitute a default under any Material Business Agreement or any other material agreement, instrument or document binding upon or enforceable against Borrower; Borrower, (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) Borrower is not aware of any claim or offset against, or defense or counterclaim to, Borrower's obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of upon Borrower in every respect, enforceable in accordance with its terms, respect except as enforceability thereof may be limited by bankruptcy, insolvency insolvency, reorganization, fraudulent transfer, moratorium or similar federal or state laws affecting or judicial decisions relating to the enforcement rights of creditors' rights generally. creditors, (e) no event or condition which has or could reasonably be expected to have a Material Adverse Effect as to Borrower has occurred from the Closing Date to the date hereof, and (f) no Default or Event of Default is outstanding under the Agreement, except for the Anticipated Default set forth and defined in Section 4 of this Amendment. View More
Representation and Warranty. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (a) the Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict... with the Organizational Documents organizational agreements of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other material agreement, instrument or document binding upon or enforceable against the Borrower; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; and (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) Borrower is not aware of any claim or offset against, or defense or counterclaim to, Borrower's obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of the Borrower in every respect, enforceable in accordance with its terms, except as such enforceability thereof may be limited by (i) bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors' rights generally. rights, and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). View More
Representation and Warranty. Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (a) Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers officer executing this Amendment have on behalf of Borrower has been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof do not viola...te or conflict with the Organizational Documents organizational agreements of Borrower or any law applicable to Borrower or result in a breach of any provision of or constitute a default under any other material agreement, instrument or document binding upon or enforceable against Borrower; (d) no Default or Event of Default exists, exists under the Credit Agreement, nor will any occur exist immediately after the execution and delivery of this Amendment or by the performance or observance Second Amendment Effective Date (as hereinafter defined); (e) neither Borrower nor any Guarantor of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) Borrower is not aware of Payment has any claim or offset against, or defense or counterclaim to, any of Borrower's or any Guarantor of Payment's obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) (f) this Amendment constitutes a valid and binding obligation of Borrower in every respect, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. terms. View More
Representation and Warranty. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (a) the Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict... with the Organizational Documents of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other material agreement, instrument or document binding upon or enforceable against the Borrower; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof Second Amendment Effective Date as if made on the date hereof, Second Amendment Effective Date, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) the Borrower is not aware of any claim or offset against, or defense or counterclaim to, the Borrower's obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of the Borrower in every respect, enforceable in accordance with its terms, except as enforceability terms. 5 11. Waiver and Release. The Borrower, by signing below, hereby waives and releases the Administrative Agent, and each of the Lenders, and their respective directors, officers, employees, attorneys, affiliates and subsidiaries, from any and all claims, offsets, defenses and counterclaims, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. and after having consulted legal counsel with respect thereto. View More
Representation and Warranty. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (a) the Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict... with the Organizational Documents of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other material agreement, instrument or document binding upon or enforceable against the Borrower; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) the Borrower is not aware of any claim or offset against, or defense or counterclaim to, the Borrower's obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of the Borrower in every respect, enforceable in accordance with its terms, except as enforceability terms. 2 4. Waiver and Release. The Borrower, by signing below, hereby waives and releases the Administrative Agent, and each of the Lenders, and their respective directors, officers, employees, attorneys, affiliates and subsidiaries, from any and all claims, offsets, defenses and counterclaims, that, in each case, may have arisen through the date hereof in connection with the Loan Documents or the transactions contemplated thereby, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. and after having consulted legal counsel with respect thereto. View More
Representation and Warranty. Borrower The Borrowers hereby represents represent and warrants warrant to the Administrative Agent and the Lenders that (a) Borrower has the Borrowers have the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind Borrower the Borrowers with respect to the provisions hereof; (c) the execution and delivery hereof by Borrower the Borrowers and the performance and observance by B...orrower the Borrowers of the provisions hereof do not violate or conflict with the Organizational Documents of Borrower the Borrowers or any law applicable to Borrower the Borrowers or result in a breach of any provision of or constitute a default under any other material agreement, instrument or document binding upon or enforceable against Borrower; the Borrowers; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof First Amendment Effective Date as if made on the date hereof, First Amendment Effective Date, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) Borrower is the Borrowers are not aware of any claim or offset against, or defense or counterclaim to, Borrower's the Borrowers' obligations or liabilities under the Credit Agreement or any other Related Writing; Loan Document; and (g) this Amendment constitutes a valid and binding obligation of Borrower the Borrowers in every respect, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. terms. View More
Representation and Warranty. Borrower The Borrowers hereby represents represent and warrants warrant to the Administrative Agent and the Lenders that (a) Borrower has the Borrowers have the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind Borrower the Borrowers with respect to the provisions hereof; (c) the execution and delivery hereof by Borrower the Borrowers and the performance and observance by B...orrower the Borrowers of the provisions hereof do not violate or conflict with the Organizational Documents of Borrower the Borrowers or any law applicable to Borrower Borrowers or result in a breach of any provision of or constitute a default under any other material agreement, instrument or document Material Agreement binding upon or enforceable against Borrower; the Borrowers; (d) no Default or Event of Default exists, nor 8 will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) Borrower is the Borrowers are not aware of any claim or offset against, or defense or counterclaim to, Borrower's the Borrowers' obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of Borrower the Borrowers in every respect, enforceable in accordance with its terms, except as enforceability thereof may be limited by subject to the effect of any applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws other Laws affecting the enforcement of creditors' rights generally. and remedies generally and to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity). View More
