Representation and Warranty Clause Example with 14 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. The Borrower and each Guarantor represents and warrants that (a) it has the corporate or other equivalent power and authority to make, deliver and perform this Amendment, (b) it has taken all necessary corporate or other equivalent action to authorize the execution, delivery and performance of this Amendment, (c) this Amendment has been duly executed and delivered on behalf of such Person, (d) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it... 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), (e) each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents is true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (f) no Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving effect to this Amendment and the transactions contemplated hereby.View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. The Borrower and each Guarantor represents and warrants that (a) it has the corporate or (or other equivalent applicable organizational) power and authority to make, deliver and perform this Amendment, Agreement and to perform its obligations under the Credit Agreement as modified hereby, (b) it has taken all necessary corporate or other equivalent action to authorize the execution, execution and delivery of this Agreement and the performance of this Amendment, Agreement and the Credit Agreement... as modified hereby, (c) this Amendment Agreement has been duly executed and delivered on behalf of such Person, (d) this Amendment constitutes a Agreement and the Credit Agreement as modified hereby constitute legal, valid and binding obligation obligations of such Person, enforceable against it in accordance with its their respective 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), (e) each of the representations and warranties made by such Loan Party the Borrower and the Guarantors in or pursuant to this Agreement and the other Loan Documents to which it is a party is true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (f) no Default or Event of Default has occurred and is continuing as of the date hereof or would after giving effect this Agreement and the other transactions contemplated hereby, (g) the Borrower is not a "legal entity customer" within the definition under 31 CFR ยง 1010.230 and (h) since September 30, 2018 no Material Adverse Effect, or circumstance or condition that could reasonably be expected to result in a Material Adverse Effect, has occurred. 5 5. Acknowledgement and Reaffirmation. By their execution hereof, the Borrower and each Guarantor hereby expressly (a) consent to this Agreement and (b) acknowledge that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which the Borrower or such Guarantor is a party remain in full force and effect. The parties agree that this Agreement shall not constitute a novation of any of the Credit Agreement, the Notes or the other Loan Documents. Without limiting the foregoing, the Borrower and each Guarantor hereby ratifies and reaffirms its grant of Liens on or security interests in any of its properties pursuant to one or more of the Loan Documents as security for the Obligations, and confirms and agrees that, subsequent to, and after giving effect to this Amendment Agreement, such Liens and security interests shall continue to secure all of the transactions contemplated hereby. Obligations. View More
Representation and Warranty. The Borrower and each Guarantor Each party hereto hereby represents and warrants that to the the other (before and after giving effect to this Amendment) that: (a) it It has the corporate or other equivalent power and authority authority, and the legal right, to make, execute, deliver and perform this Amendment, Amendment. (b) it It has taken all necessary corporate or other equivalent action to authorize the execution, delivery and performance of this Amendment, Amendment. (c) this Amendment ha...s been duly executed and delivered on behalf of such Person, (d) this This Amendment constitutes a the legal, valid and binding obligation obligations of such Person, each party and is enforceable against it each party in accordance with its terms, their 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), (e) each law). (d) Each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents each party hereto is true and correct in all material respects (except to on the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on date hereof and as of the date hereof Effective Date as if made on and as of the such date hereof, except to the extent (except that such representations and warranties relate to any representation or warranty which by its terms is made as of an earlier date, in which case such representations and warranties are date shall be true and correct in all material respects as of such earlier date, and (f) no date). (e) No Default or Event of Default has occurred and is continuing as of the date hereof continuing, or would will result after giving effect to from this Amendment and the transactions contemplated hereby. Amendment. View More
Representation and Warranty. The Borrower and By its execution hereof, each Guarantor Loan Party hereby certifies, represents and warrants that (a) it has the corporate or other equivalent power and authority to make, execute, deliver and perform this Amendment, Agreement, (b) it has taken all necessary corporate or other equivalent action to authorize the execution, delivery and performance of this Amendment, Agreement, (c) this Amendment Agreement has been duly executed and delivered on behalf of such Person, Credit Party..., (d) this Amendment Agreement constitutes a legal, valid and binding obligation of such Person, Loan Party, enforceable against it 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), law) and (e) each of the representations and warranties made by such Loan Party it in or pursuant to the Loan Documents are true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Materially Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the Effective Date as if made on and as of the Effective Date (both before and after giving effect to the Incremental Increase), except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects respects) as of such earlier date, date. 3 8. Reaffirmation. By its execution hereof, each Loan Guarantor hereby (a) consents to the execution and (f) no Default delivery of this Agreement, (b) agrees that none of its obligations and covenants under the Loan Guaranty shall be reduced or Event limited by the execution and delivery of Default has occurred this Agreement, and is continuing as (c) reaffirms all of its obligations and covenants under the date hereof or would result after giving effect to this Amendment Credit Agreement and the transactions contemplated hereby. Loan Guaranty. View More
Representation and Warranty. The Borrower and each Guarantor Each Loan Party represents and warrants that (a) it has the corporate or other equivalent organizational power and authority to make, deliver and perform this Amendment, First Amendment and the transactions contemplated hereby, (b) it has taken all necessary corporate or other equivalent action to authorize the execution, delivery and performance of this First Amendment, (c) this First Amendment has been duly executed and delivered on behalf of such Person, (d) th...is First Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it 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), (e) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Loan Party of this First Amendment other than, to the extent required under applicable law, filing this First Amendment and/or a summary thereof with the Securities and Exchange Commission on Form 8-K, 10-K or 10-Q, as applicable, (f) each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents is true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, date (it being understood and (f) agreed that the representations contained in clauses (a) 4 and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b) respectively of Section 6.01 of the Credit Agreement) and (g) no Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving effect to this Amendment and the transactions contemplated hereby. hereto. View More
Representation and Warranty. The Borrower and By its execution hereof, each Guarantor Credit Party hereby certifies, represents and warrants that that: (a) (i) it has the corporate or other equivalent power and authority to make, execute, deliver and perform this Amendment, (b) Agreement, (ii) it has taken all necessary corporate or other equivalent action to authorize the execution, delivery and performance of this Amendment, (c) Agreement, (iii) this Amendment Agreement has been duly executed and delivered on behalf of su...ch Person, (d) Credit Party and (iv) this Amendment Agreement constitutes a legal, valid and binding obligation of such Person, Credit Party, enforceable against it 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), (e) law); and 4 (b) each of the representations and warranties made by such Loan Party it (including, without limitation, all representations and warranties with respect to the Restricted Subsidiaries) in or pursuant to the Loan Documents is are true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Materially Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the date hereof Restatement Effective Date as if made on and as of the date hereof, Restatement Effective Date (both before and after giving effect to the transactions contemplated hereby), except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Materially Adverse Effect qualifier, in which case it shall be true and correct in all respects) as of such earlier date, and (f) no Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving effect to this Amendment and the transactions contemplated hereby. date. View More
Representation and Warranty. The Borrower and each Guarantor represents and warrants that (a) it has the corporate or other equivalent power and authority to make, execute, deliver and perform this Amendment, Agreement, (b) it has taken all necessary corporate or other equivalent action to authorize the execution, delivery and performance of this Amendment, Agreement, (c) this Amendment Agreement has been duly executed and delivered on behalf of such Person, the Borrower, (d) this Amendment Agreement constitutes a legal, va...lid and binding obligation of such Person, the Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, 6144846420_4 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), (e) after giving effect to this Agreement, each of the representations and warranties made by such Loan Party it in or pursuant to the Loan Documents is true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the date hereof Effective Date as if made on and as of the date hereof, Effective Date, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects) as of such earlier date, date and (f) no Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving effect to this Amendment Agreement, no Default shall have occurred and the transactions contemplated hereby. be continuing. View More
Representation and Warranty. The Borrower and each Guarantor represents and warrants that (a) it has the corporate or (or other equivalent applicable organizational) power and authority to make, deliver and perform this Amendment, Agreement and to perform its obligations under the Credit Agreement as modified hereby, (b) it has taken all necessary corporate or other equivalent action to authorize the execution, execution and delivery of this Agreement and the performance of this Amendment, Agreement and the Credit Agreement... as modified hereby, (c) this Amendment Agreement has been duly executed and delivered on behalf of such Person, (d) this Amendment constitutes a Agreement and the Credit Agreement as modified hereby constitute legal, valid and binding obligation obligations of such Person, enforceable against it in accordance with its their respective 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), (e) each of the representations and warranties made by such Loan Party the Borrower and the Guarantors in or pursuant to this Agreement and the other Loan Documents to which it is a party is true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, date and (f) no Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving effect to this Amendment Agreement, the Qdoba Sale, the other transactions contemplated hereby and the transactions contemplated hereby. Qdoba Prepayment. View More
Representation and Warranty. The Borrower and each Guarantor Each Loan Party represents and warrants that (a) it has the corporate or other equivalent organizational power and authority to make, deliver and perform this Amendment, Seventh Amendment and the transactions contemplated hereby, (b) it has taken all necessary corporate or other equivalent action to authorize the execution, delivery and performance of this Seventh Amendment, (c) this Seventh Amendment has been duly executed and delivered on behalf of such Person, ...(d) this Seventh Amendment constitutes a legal, valid and binding obligation of such 8 Person, enforceable against it 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), (e) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Loan Party of this Seventh Amendment other than, to the extent required under applicable law, filing this Seventh Amendment and/or a summary thereof with the Securities and Exchange Commission on Form 8-K, 10-K or 10-Q, as applicable, (f) each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents is true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, date (it being understood and (f) agreed that the representations contained in clauses (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b) respectively of Section 6.01 of the Credit Agreement) and (g) no Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving effect to this Amendment and the transactions contemplated hereby. hereto. View More
Representation and Warranty. The Borrower and each Guarantor Each Loan Party represents and warrants that (a) it has the corporate or other equivalent organizational power and authority to make, deliver and perform this Amendment, Eighth Amendment and the transactions contemplated hereby, (b) it has taken all necessary corporate or other equivalent action to authorize the execution, delivery and performance of this Eighth Amendment, (c) this Eighth Amendment has been duly executed and delivered on behalf of such Person, (d)... this Eighth Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it 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), (e) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Loan Party of this Eighth Amendment other than, to the extent required under applicable law, filing this Eighth Amendment and/or a summary thereof with the Securities and Exchange Commission on Form 8-K, 10-K or 10-Q, as applicable, (f) each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents is true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, date (it being understood and (f) agreed that the representations contained in clauses (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b) respectively of Section 6.01 of the Credit Agreement) and (g) no Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving effect to this Amendment and the transactions contemplated hereby. hereto. View More
Representation and Warranty. The Each Borrower and each Guarantor represents and warrants that (a) it has the corporate or other equivalent power and authority to make, deliver and perform this Amendment, (b) it has taken all necessary corporate or other equivalent action to authorize the execution, delivery and performance of this Amendment, (c) this Amendment has been duly executed and delivered on behalf of such Person, (d) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable again...st it 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), (e) each of the representations and warranties made by such Loan Party contained in or pursuant to Article VI of the Loan Documents is Credit Agreement are true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case on and as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent that such representations for any representation and warranties relate to warranty made as of an earlier date, in which case such representations representation and warranties are warranty shall remain true and correct in all material respects as of such earlier date, date and (f) no Default or Event of Default has occurred and is continuing as of the date hereof or would result after giving effect hereto. Further, each Borrower represents and warrants that as of the date hereof, all of the information included in the Beneficial Ownership Certification (if any) provided with respect to such Borrower pursuant to Section 4(b) of this Amendment is true and the transactions contemplated hereby. correct. View More
