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 the Administrative Agent and the Required Lenders to enter into this Amendment, Borrower the Borrowers hereby represents represent and warrants to Bank warrant as follows: 4.1 7.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents Documents, as updated by the Schedules attached to this Amendment, are true, accurate and complete in all material respects as of the date hereof (except to the extent such representat...ions 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 7.2 Each Borrower has have the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Credit 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 7.3 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, have been duly authorized; 4.5 7.4 The execution and delivery by each Borrower of this Amendment and the performance by each Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting such Borrower, (b) any contractual restriction 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, binding on such Borrower, or (d) the organizational documents of such Borrower; 4.6 7.5 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Credit 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 such Borrower, except as already has been obtained or made; and 4.7 7.6 This Amendment has been duly executed and delivered by each Borrower and is the binding obligation of such 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
Representation and Warranty. To induce Bank the Administrative Agent and the Required Lenders to enter into this Amendment, Borrower the Borrowers hereby represents represent and warrants to Bank warrant as follows: 4.1 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 date, in which case they a...re true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 6.2 Each Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Credit 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 6.3 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, have been duly authorized; 4.5 6.4 The execution and delivery by each Borrower of this Amendment and the performance by each Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting such Borrower, (b) any contractual restriction 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, binding on such Borrower, or (d) the organizational documents of such Borrower; 4.6 6.5 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Credit 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 such Borrower, except as already has been obtained or made; and 4.7 6.6 This Amendment has been duly executed and delivered by each Borrower and is the binding obligation of such 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
Representation and Warranty. To induce Bank the Administrative Agent and the Required Lenders to enter into this Amendment, Borrower the Borrowers hereby represents represent and warrants to Bank warrant as follows: 4.1 5.1 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 a...re true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 5.2 Each Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Credit 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 5.3 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, have been duly authorized; 4.5 5.4 The execution and delivery by each Borrower of this Amendment and the performance by each Borrower of its obligations under the Loan Credit Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting such Borrower, (b) any contractual restriction 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, binding on such Borrower, or (d) the organizational documents of such Borrower; 4.6 5.5 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Credit 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 such Borrower, except as already has been obtained or made; and 4.7 5.6 This Amendment has been duly executed and delivered by each Borrower and is the binding obligation of such 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
Representation and Warranty. To induce Bank to enter into this Amendment, Agreement, each Borrower hereby represents and warrants to Bank as follows: 4.1 6.1 Immediately after giving effect to this Amendment Agreement (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 o...f Default has occurred and is continuing; 4.2 6.2 Each 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 Agreement; 6.3 The organizational documents of Existing 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 3 6.4 The execution and delivery by each Borrower of this Amendment Agreement and the performance by each Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, have been duly authorized; 4.5 6.5 The execution and delivery by each Borrower of this Amendment Agreement and the performance by each Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, do not and will not contravene (a) any law or regulation binding on or affecting any Borrower, (b) any contractual restriction with a Person binding on any Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on any Borrower, or (d) the organizational documents of any Borrower; 4.6 6.6 The execution and delivery by each Borrower of this Amendment Agreement and the performance by each Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, 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 each Borrower, except as already has been obtained or made; and 4.7 6.7 This Amendment Agreement has been duly executed and delivered by each Borrower and is the binding obligation of each Borrower, enforceable against each 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
Representation and Warranty. To induce Bank to enter into this Amendment, 2.1 The undersigned Borrower hereby Representative represents and warrants to Bank as follows: 4.1 Immediately after giving effect to this Amendment that: (a) the representations and warranties of Borrower's Representative 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 d...ate, in which case they are true and correct in all material respects as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 (b) Borrower Representative 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 (c) 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 Representative of this Amendment, and the performance by Borrowers of their respective obligations under the Agreement, as modified by this Amendment, have been duly authorized by all requisite action; (d) the execution and delivery by Borrower Representative of this Amendment and the performance by Borrower Borrowers of its their respective 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 any 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 Borrower, or (d) the organizational documents Operating Documents of Borrower; 4.6 The execution any 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 Borrower Representative and is the binding obligation of Borrower, Borrower Representative, enforceable against Borrower Representative 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 by general equitable principles. View More
Representation and Warranty. To induce Bank to enter into this Amendment, each Borrower hereby represents and warrants to Bank as follows: 4.1 5.1 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 occurre...d and is continuing; 4.2 5.2 Such 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 5.3 The organizational documents of such Borrower previously 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 5.4 The execution and delivery by such Borrower of this Amendment and the performance by such Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 4.5 5.5 The execution and delivery by such Borrower of this Amendment and the performance by such 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 such Borrower, (b) any contractual restriction 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, binding on such Borrower, or (d) the organizational documents of such Borrower; 4.6 5.6 The execution and delivery by such Borrower of this Amendment and the performance by such 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 such Borrower, except as already has been obtained or made; and 4.7 5.7 This Amendment has been duly executed and delivered by such Borrower and is the binding obligation of such 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
Representation and Warranty. To induce Bank to enter into this Amendment, Agreement, each Borrower hereby represents and warrants to Bank as follows: 4.1 Immediately after giving effect to this Amendment Agreement (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 De...fault has occurred and is continuing; 4.2 Each 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; Agreement; 4.3 The organizational documents of each Borrower previously 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 each Borrower of this Amendment Agreement and the performance by each Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, have been duly authorized; 4.5 The execution and delivery by each Borrower of this Amendment Agreement and the performance by each Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, do not and will not contravene (a) any law or regulation binding on or affecting any Borrower, (b) any contractual restriction with a Person binding on any Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on any Borrower, or (d) the organizational documents of any Borrower; 4.6 The execution and delivery by each Borrower of this Amendment Agreement and the performance by each Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, 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 each Borrower, except as already has been obtained or made; and 2 4.7 This Amendment Agreement has been duly executed and delivered by each Borrower and is the binding obligation of each Borrower, enforceable against each 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
Representation and Warranty. To induce Bank to enter into this Amendment, Agreement, Borrower hereby represents and warrants to Bank as follows: 4.1 8.1 Attached hereto as EXHIBIT A are true, correct and complete copies of the Merger Agreement and all documents attached as exhibits, schedules or annexes to the Merger Agreement, and all amendments, waivers and supplements to the foregoing through the date hereof (collectively, the "Merger Transaction Documents"). As of the date hereof, the Merger Transaction Documents attach...ed hereto have not been modified, changed, supplemented, canceled, amended or otherwise altered or affected. The Merger Transactions and the transactions contemplated by the Merger Transaction Documents will be effected, closed and consummated pursuant to, and in accordance with, the terms and conditions of the Merger Transaction Documents and with all applicable laws; 3 8.2 Immediately after giving effect to this Amendment Agreement (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 in all material respects as of such earlier date), and (b) no Event of Default has occurred and is continuing; 4.2 8.3 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 Agreement; 8.4 The organizational documents of Borrower previously 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 8.5 The execution and delivery by Borrower of this Amendment Agreement and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, have been duly authorized; 4.5 8.6 The execution and delivery by Borrower of this Amendment Agreement and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, 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 8.7 The execution and delivery by Borrower of this Amendment Agreement and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement, 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 8.8 This Amendment 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 bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting 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 (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 4.6The 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 4.7This 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
Representation and Warranty. To induce Bank Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Bank Collateral Agent and Lenders as follows: 4.1 5.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents (as such may be modified by the updated Perfection Certificate delivered to the Collateral Agent on or around the date hereof, provided that the Perfection Certificate may only be updated to extent permitted ...by one or more specific provisions in the Loan Agreement and that such updated Perfection Certificate is subject to the review and approval of Collateral Agent) 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 in all material respects as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 5.2 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 5.3 The organizational documents of Borrower most recently delivered to Bank on the Effective Date remain Collateral Agent and Lenders are 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 5.4 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 5.5 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) contravene, conflict with, constitute a default under or violate any law or regulation material Requirement of Law binding on or affecting Borrower, (b) constitute an event of default under any contractual restriction material agreement with a Person binding on Borrower, Borrower or its property, (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 any of its property or public body assets may be bound or authority, or subdivision thereof, binding on Borrower, affected, or (d) conflict with the organizational documents of Borrower; 4.6 5.6 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 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, Governmental Authority, except as already has been obtained or made; and 4.7 5.7 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. 2 6. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents. View More
