Representation and Warranty Clause Example from Business Contracts

Representation and Warranty. Borrower hereby represents and warrants to the Secured Party as follows: (a) the Borrower is the owner of the Collateral (or, in the case of after-acquired Collateral, at the time Borrower acquires rights in the Collateral, will be the owner thereat) and that, except as expressly provided herein, no other person has (or, in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against ...or to the Collateral; (b) except as expressly provided herein, upon the filing of a Financing Statement with the Nevada Secretary of State, the Secured Party (or in the case of after-acquired Collateral, at the time Borrower acquires rights therein, will have) will have a perfected security interest in the Collateral to the extent that a security interest in the Collateral can be perfected by such filing; (c) Borrower has full power and authority to enter into the transactions provided for in this Agreement and the Loan Agreement and the Note; (d) this Agreement and the Note, when executed and delivered by Borrower, will constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their terms; (e) the execution and delivery by Borrower of this Agreement and Loan Agreement and the Note and the performance and consummation of the transactions contemplated hereby and thereby do not and will not violate Borrower's Certificate of Incorporation or Bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to Borrower (f) there does not exist any default or violation by Borrower of or under any of the terms, conditions or obligations of (i) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which Borrower is a party or by which Borrower is bound, or (ii) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon Borrower by any law, the action of any court or any governmental authority or agency; and the execution, delivery and performance of this Agreement will not result in any such default or violation; (g) there is no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand pending or, threatened which adversely affects Borrower' s business or financial condition and there is no basis known to Borrower for any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand which could result in the same; and (h) this Agreement and the Loan Agreement and the Note do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained in this Agreement and the Loan Agreement and the Note not misleading. 2 | PageAltair International Corp Security Agreement 5. Events of Default. For purposes of this Agreement, the term "Event of Default" shall mean and refer to any of the following: (a) Failure of Borrower to perform or observe any covenant set forth in this Agreement, or to perform or observe any other term, condition, covenant, warranty, agreement, or other provision contained in this Agreement, the Loan Agreement, or the Note, where such failure continues for five (5) days after receipt of written notice from the Secured Party specifying such failure. (b) Any representation or warranty made or furnished by Borrower in writing in connection with this Agreement, the Loan Agreement and the Note or any statement or representation made in any certificate, report or opinion delivered pursuant to this Agreement or in connection with this Agreement is false, incorrect, or incomplete in any material respect at the time it is furnished; or (c) Occurrence of any other Event of Default as defined in the Note or the Loan Agreement. View More