Representation and Warranty Clause Example with 79 Variations from Business Contracts

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 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 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 t...rue and correct as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 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 the Borrowers 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 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 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; 2 4.6 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 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, 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 either (i) remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; or (ii) have been delivered to the Bank in connection with the execution of this Amendment; 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; [Reserved]; 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; [Reserved]; 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

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 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 t...rue and correct as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 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 the Borrowers 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 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 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 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 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, 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 in all material respects as of such date), and date); (b) no Event... of Default has occurred and is continuing; 4.2 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 Agreement and this Amendment; 4.3 Agreement; (c) 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 (d) 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 Agreement and this Amendment, Agreement have been duly authorized; 4.5 authorized by all necessary action on the part of Borrower; (e) 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 Agreement and this Amendment, Agreement do not and will not contravene (a) (i) any material law or regulation binding on or affecting Borrower, (b) (ii) any contractual restriction with a Person binding on Borrower, (c) (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) (iv) the organizational documents of Borrower; 4.6 (f) 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 (g) 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. rights; (h) Except as expressly stated in this Agreement, neither Bank nor any agent, employee or representative of Bank has made any statement or representation to Borrower regarding any fact relied upon by Borrower in entering into this Agreement; (i) Borrower has made such investigation of the facts pertaining to this Agreement and all of the matters appertaining thereto, as it deems necessary; (j) The terms of this Agreement are contractual and not a mere recital; and (k) This Agreement has been carefully read by Borrower, the contents hereof are known and understood by Borrower, and this Agreement is signed freely, and without duress, by Borrower. View More

Representation and Warranty. To induce Bank Lender to enter into this Amendment, Agreement, Borrower hereby represents and warrants to Bank Lender as follows: 4.1 5.1 Immediately after giving effect to this Amendment Agreement (a) the representations and warranties contained in the Loan Documents 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) except the Specified Defaults waived pursuant to Section 3 of this Agreement, 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 Agreement and to perform its obligations under this Agreement and the Loan Agreement, as amended by this Amendment; 4.3 Agreement; 5.3 The organizational documents of Borrower delivered to Bank Lender on the Effective Date or about May 5, 2016, 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 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 5.5 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 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 5.6 The execution and delivery by Borrower of this Amendment Agreement and the performance by Borrower of its obligations under the Loan this 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 5 5.7 This Amendment Agreement has been duly executed and delivered by Borrower and this Agreement is the binding obligation of Borrower, enforceable against Borrower in accordance with its respective 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 5.8 Borrower has not assigned the Loan Agreement or any of its rights or obligations (including, without limitation, the Obligations) thereunder. 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 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 of Def...ault (other than the Existing Defaults) has occurred and is continuing; 4.2 continuing or will arise solely from Borrower's performance of its obligations in connection with the Merger; 6.2 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 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 6.4 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 6 6.5 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, do not and will not contravene (a) any material law or regulation binding on or affecting Borrower, (b) any material 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 6.6 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 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 6.7 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. rights; and 6.8 Attached hereto as Annex I is a true, correct and complete copy of the Merger Agreement, and copies or drafts, as applicable, of the other Merger Documents to be executed in connection with the Merger. The Merger will be effected, closed and consummated pursuant to, and in accordance with, the terms and conditions of the Merger Documents and with all applicable laws. View More

Representation and Warranty. To induce Bank to enter into this Amendment, Consent, Borrower hereby represents and warrants to Bank as follows: 4.1 5.1 Immediately after giving effect to this Amendment Consent, (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 Defaul...t has occurred and is continuing; 4.2 5.2 Borrower has the power and authority to execute and deliver this Amendment Consent and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 Consent; 5.3 The organizational documents of Borrower most recently 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 Borrower of this Amendment Consent and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Consent, have been duly authorized; 4.5 authorized by all necessary action on the part of Borrower; 5.5 The execution and delivery by Borrower of this Amendment Consent and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Consent, 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 5.6 The execution and delivery by Borrower of this Amendment Consent and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Consent, 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 5.7 This Amendment Consent 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. -5- 6. Integration. This Consent 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 Consent and the Loan Documents merge into this Consent and the Loan Documents. View More

Representation and Warranty. To induce Bank Collateral Agent and Lenders to enter into this Amendment, Consent, Borrower hereby represents and warrants to Bank Collateral Agent and Lenders as follows: 4.1 8.1 Immediately after giving effect to this Amendment Consent, (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 tru...e and correct as of such date), and (b) no Event of Default has occurred and is continuing; 4.2 8.2 Borrower has the power and authority to execute and deliver this Amendment Consent and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 Consent; 8.3 The organizational documents of Borrower most recently delivered to Bank on the Effective Date Collateral Agent and Lenders 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 8.4 The execution and delivery by Borrower of this Amendment Consent and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Consent, have been duly authorized; 4.5 authorized by all necessary action on the part of Borrower; 8.5 The execution and delivery by Borrower of this Amendment Consent and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Consent, 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 8.6 The execution and delivery by Borrower of this Amendment Consent and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Consent, 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 8.7 This Amendment Consent 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, Consent, Borrower hereby represents and warrants to Bank as follows: 4.1 7.1 Immediately after giving effect to this Amendment Consent, (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 Defaul...t has occurred and is continuing; 4.2 7.2 Borrower has the power and authority to execute and deliver this Amendment Consent and to perform its obligations under the Loan Agreement, as amended by this Amendment; 4.3 Consent; 7.3 The organizational documents of Borrower most recently 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 7.4 The execution and delivery by Borrower of this Amendment Consent and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Consent, have been duly authorized; 4.5 authorized by all necessary action on the part of Borrower; 7.5 The execution and delivery by Borrower of this Amendment Consent and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Consent, 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 7.6 The execution and delivery by Borrower of this Amendment Consent and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Consent, 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 7.7 This Amendment Consent 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