Representation and Warranty Clause Example with 79 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. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is ...continuing; 4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and 4.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights.View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. To induce Bank to enter into 4.2Its representations and warranties set forth in this Amendment, Borrower hereby represents the Loan Agreement, as amended by this Amendment and warrants to Bank as follows: 4.1 Immediately after giving effect to this Amendment (a) hereto, and the representations and warranties contained in the other Loan Documents to which it is a party are true, accurate (i) to the extent qualified by materiality, true and complete correct in all respects and (ii) to the extent n...ot qualified by materiality, true and correct in all material respects respects, in each case, on and as of the date hereof hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case they are such representations and warranties shall have been true and correct in all material respects as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 The earlier date). 4.3The execution and delivery by Borrower of this Amendment and Amendment, the performance by Borrower of its obligations hereunder and the performance of Borrower under the Loan Agreement, as amended by this Amendment, (i) have been duly authorized; 4.5 The execution authorized by all necessary organizational action on the part of Borrower and delivery (ii) will not (A) violate any provisions of the certificate of incorporation or formation or organization or by-laws or limited liability company agreement or limited partnership agreement of Borrower or (B) constitute a violation by Borrower of any applicable material Requirement of Law. 4.4Borrower acknowledges that Bank has acted in good faith and have conducted in a commercially reasonable manner their relationships with Borrower in connection with this Amendment and in connection with the performance by Borrower of its obligations under the other Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and 4.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. Documents. View More
Representation and Warranty. To induce Bank to enter into this Amendment, The Borrower hereby represents and warrants to Bank the Collateral Agent and each Lender as follows: 4.1 Immediately after giving effect to this Amendment (a) 5.1 Each of the representations and warranties contained made by the Borrower in the or pursuant to any Loan Documents are true, accurate Document (a) that is qualified by materiality is true and complete correct, and (b) that is not qualified by materiality is true and correct in all material r...espects respects, in each case, on and as of the date hereof (except of this Agreement, except to the extent that any such representations representation and warranties relate warranty specifically relates to an earlier date, in which case they are such representation and warranty was true and correct in all material respects as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 earlier date. 5.2 The Borrower has the power and authority to execute and deliver this Amendment Agreement and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 Documents. 5.3 The execution and delivery by the Borrower of this Amendment and Agreement, the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 4.5 authorized by all necessary corporate action on the part of the Borrower. 5.4 The execution and delivery by the Borrower of this Amendment Agreement and the performance by the Borrower of its obligations under the Loan Agreement, as amended by this Amendment, hereunder do not and will not contravene (a) conflict with any law or regulation binding on or affecting of the Operating Documents of the Borrower, (b) contravene, conflict with, constitute a default under or violate any contractual restriction with a Person binding on material Requirement of Law applicable to the Borrower, (c) contravene, conflict or violate any applicable order, judgment writ, judgment, injunction, decree, determination or decree award of any court Governmental Authority by which Borrower or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower any of its obligations under the Loan Agreement, as amended by this Amendment, do not property or assets may be bound or affected, (d) require any order, consent, approval, license, authorization action by, filing, registration, or validation of, or filing, recording or registration qualification with, or exemption by Governmental Approval from, any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as Governmental Authority (except such Governmental Approvals which have already has been obtained and are in full force and effect), or made; and 4.7 (e) constitute an event of default under any material agreement by which Borrower or any of its properties, is bound. 5.5 This Amendment Agreement has been duly executed and delivered by the Borrower and is the valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. 5.6 Immediately after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Loan Documents. View More
Representation and Warranty. To induce Bank Lenders and Administrative Agent to enter into this Amendment, Borrower and each Guarantor hereby represents represent and warrants warrant to Bank Lenders and Administrative Agent as follows: 4.1 3.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date,... in which case they are true true, accurate and correct complete as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 3.2 Borrower and each Guarantor has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 Documents; 3.3 The organizational documents of Borrower and each Guarantor delivered to Bank Lenders and Administrative Agent on the Effective Closing Date pursuant to Section 5.1(d) remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 3.4 The execution and delivery by Borrower and each Guarantor of this Amendment and the performance by Borrower and each Guarantor of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Documents do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, Borrower or any Guarantor, or (d) the organizational documents of Borrower; 4.6 Borrower or any Guarantor; 3.5 The execution and delivery by Borrower and each Guarantor of this Amendment and the performance by Borrower or any Guarantor of its obligations under the Loan Agreement, as amended by this Amendment, Documents do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, Borrower or any Guarantor, except as already has been obtained or made; and 4.7 4 3.6 This Amendment has been duly executed and delivered by Borrower and each Guarantor and is the binding obligation of Borrower, Borrower and each Guarantor, enforceable against Borrower or each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. rights; and 3.7 As of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations. Borrower and each Guarantor acknowledge that Lenders and Administrative Agent have acted in good faith and have conducted in a commercially reasonable manner each of their relationships with Borrower and each Guarantor in connection with this Amendment and in connection with the Loan Documents. Borrower and each Guarantor understands and acknowledges that Lenders and Administrative Agent are entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate. View More
Representation and Warranty. To induce Bank Lenders and Administrative Agent to enter into this Amendment, Borrower and each Guarantor hereby represents represent and warrants warrant to Bank Lenders and Administrative Agent as follows: 4.1 4 6.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier dat...e, in which case they are true true, accurate and correct complete as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 6.2 Borrower and each Guarantor has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, Documents, as amended by this Amendment; 4.3 6.3 The organizational documents of Borrower and each Guarantor delivered to Bank Lenders and Administrative Agent on the Effective Closing Date pursuant to Section 5.1(d) remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 6.4 The execution and delivery by Borrower and each Guarantor of this Amendment and the performance by Borrower and each Guarantor of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, Documents, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, Borrower or any Guarantor, or (d) the organizational documents of Borrower; 4.6 Borrower or any Guarantor; 6.5 The execution and delivery by Borrower and each Guarantor of this Amendment and the performance by Borrower or any Guarantor of its obligations under the Loan Agreement, Documents, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, Borrower or any Guarantor, except as already has been obtained or made; and 4.7 6.6 This Amendment has been duly executed and delivered by Borrower and each Guarantor and is the binding obligation of Borrower, Borrower and each Guarantor, enforceable against Borrower or each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. rights; and 6.7 As of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations. Borrower and each Guarantor acknowledge that Lenders and Administrative Agent have acted in good faith and have conducted in a commercially reasonable manner each of their relationships with Borrower and each Guarantor in connection with this Amendment and in connection with the Loan Documents. Borrower and each Guarantor understands and acknowledges that Lenders and Administrative Agent are entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate. 5 7. Effectiveness. This Amendment shall be deemed effective upon the satisfaction of the following conditions precedent, such date being the "Increase Effective Date": 7.1 Amendment to Credit Agreement. Each Loan Party and Administrative Agent shall have duly executed and delivered this Amendment to Administrative Agent. 7.2 Expenses. Borrower shall have paid all expenses (including all reasonable attorneys' fees and reasonable expenses), as described in Section 10.5 of the Credit Agreement, incurred and invoiced through the date of this Amendment. 7.3 Board Authorization. Borrower and each Guarantor shall have delivered evidence satisfactory to the Administrative Agent that Borrower's and each Guarantor's respective Boards of Directors have authorized incurrence of additional debt in connection with the increase in the Total Revolving Commitment. 7.4 Joinder of ForwardThink. Borrower shall take or shall cause ForwardThink Group Inc. to take all actions necessary to fulfill the requirements for new Subsidiaries pursuant to 6.11(c) of the Credit Agreement and as otherwise required for new Subsidiaries under the Loan Documents. View More
Representation and Warranty. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 4.1 Immediately after giving effect to this Amendment that (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred an...d is continuing; 4.2 Borrower has the power and authority to execute and deliver this Amendment to Bank the Deferral Agreement, (b) the execution and delivery to perform its Bank by Borrower of the Deferral Agreement and the performance of Borrower's obligations under the Loan Agreement, as amended by this Amendment; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Deferral Agreement, as amended by this Amendment, have been duly authorized; 4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording recoding or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; made and 4.7 This Amendment (c) the Deferral Agreement has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium reorganization or other similar laws of general application and equitable principles principals relating to or affecting creditors' creditors rights. View More
Representation and Warranty. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 4.1 Immediately after giving effect to this Amendment that (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred an...d is continuing; 4.2 Borrower has the power and authority to execute and deliver this Amendment to Bank the Deferral Agreement, (b) the execution and delivery to perform its Bank by Borrower of the Deferral Agreement and the performance of Borrower's obligations under the Loan Agreement, as amended by this Amendment; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Deferral Agreement, as amended by this Amendment, have been duly authorized; 4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; made and 4.7 This Amendment (c) the Deferral Agreement has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium reorganization or other similar laws of general application and equitable principles principals relating to or affecting creditors' creditors rights. View More
Representation and Warranty. To induce Bank Lenders and Administrative Agent to enter into this Amendment, Borrower and each Guarantor hereby represents represent and warrants warrant to Bank Lenders and Administrative Agent as follows: 4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in ...which case they are true true, accurate and correct complete as of such date), and (b) no Event of Default has occurred and is continuing; 2 4.2 Borrower and each Guarantor has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; Documents; 4.3 The organizational documents of Borrower and each Guarantor delivered to Bank Lenders and Administrative Agent on the Effective Closing Date pursuant to Section 5.1(d) remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 The execution and delivery by Borrower and each Guarantor of this Amendment and the performance by Borrower and each Guarantor of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Documents do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, Borrower or any Guarantor, or (d) the organizational documents of Borrower; 4.6 Borrower or any Guarantor; 4.5 The execution and delivery by Borrower and each Guarantor of this Amendment and the performance by Borrower or any Guarantor of its obligations under the Loan Agreement, as amended by this Amendment, Documents do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, Borrower or any Guarantor, except as already has been obtained or made; and 4.7 4.6 This Amendment has been duly executed and delivered by Borrower and each Guarantor and is the binding obligation of Borrower, Borrower and each Guarantor, enforceable against Borrower or each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. rights; and 4.7 As of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations. Borrower and each Guarantor acknowledge that Lenders and Administrative Agent have acted in good faith and have conducted in a commercially reasonable manner each of their relationships with Borrower and each Guarantor in connection with this Amendment and in connection with the Loan Documents. Borrower and each Guarantor understands and acknowledges that Lenders and Administrative Agent are entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate. View More
Representation and Warranty. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 4.1 Immediately after giving effect to this Amendment that (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred an...d is continuing; 4.2 Borrower has the power and authority to execute and deliver this Amendment to Bank the Deferral Agreement, (b) the execution and delivery to perform its Bank by Borrower of the Deferral Agreement and the performance of Borrower's obligations under the Loan Agreement, as amended by this Amendment; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Deferral Agreement, as amended by this Amendment, have been duly authorized; 4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; made and 4.7 This Amendment (c) the Deferral Agreement has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium reorganization or other similar laws of general application and equitable principles principals relating to or affecting creditors' creditors rights. View More
Representation and Warranty. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 4.1 Immediately after giving effect 4.1This Amendment is, and each other Loan Document to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date...), and (b) no Event of Default has occurred and it is continuing; 4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to will be in full force and effect; 4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and 4.7 This Amendment has been duly party, when executed and delivered by Borrower Borrower, will be the legally valid and is the binding obligation of Borrower, enforceable against Borrower in accordance with its respective terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting limiting creditors' rights. rights generally and equitable principals (whether enforcement is sought by proceedings in equity or at law). 4.2Its representations and warranties set forth in this Amendment, the Loan Agreement, as amended by this Amendment and after giving effect hereto, and the other Loan Documents to which it is a party are (i) to the extent qualified by materiality, true and correct in all respects and (ii) to the extent not qualified by materiality, true and correct in all material respects, in each case, on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). 4.3The execution and delivery by Borrower of this Amendment, the performance by Borrower of its obligations hereunder and the performance of Borrower under the Loan Agreement, as amended by this Amendment, (i) have been duly authorized by all necessary organizational action on the part of Borrower and (ii) will not (A) violate any provisions of the certificate of incorporation or formation or organization or by-laws or limited liability company agreement or limited partnership agreement of Borrower or (B) constitute a violation by Borrower of any applicable material Requirement of Law. Borrower acknowledges that Bank has acted in good faith and have conducted in a commercially reasonable manner their relationships with Borrower in connection with this Amendment and in connection with the other Loan Documents. Borrower understands and acknowledges that Bank is entering into this Amendment in reliance upon, and in partial consideration for, the above representations, warranties, and acknowledgements, and agrees that such reliance is reasonable and appropriate. View More
Representation and Warranty. To induce Bank to enter into this Amendment, Borrower hereby represents 3.1 Borrowers represent and warrants to Bank as follows: 4.1 Immediately after giving effect to this Amendment (a) the warrant that: (a)the representations and warranties contained in the Loan Documents Agreement are true, accurate true and complete correct in all material respects as of the date hereof of this Amendment (except to the extent such representations and warranties relate to an earlier date, in which case they a...re true and correct in all material respects as of such date), and (b) no Default or Event of Default has occurred and is continuing; 4.2 (b)each Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended modified by this Amendment; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 4.4 The (c)the execution and delivery by each Borrower of this Amendment, and the performance by each Borrower of its obligations under the Agreement, as modified by this Amendment, have been duly authorized by all requisite action; (d)the execution and delivery by each Borrower of this Amendment and the performance by each Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended modified by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, material Requirement of Law, (b) any material contractual restriction in any material agreement with a Person binding on such Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, Governmental Authority binding on such Borrower, or (d) the organizational documents Operating Documents of Borrower; 4.6 The execution such Borrower, and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, Governmental Authority, except as already has been obtained or made; and 4.7 This (e)this Amendment has been duly executed and delivered by each Borrower and is the binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors' rights. View More
