Representation and Warranty Clause Example with 79 Variations from Business Contracts

Representation and Warranty. To induce Bank to enter into this Amendment, Agreement, Borrower hereby represents and warrants to Bank as follows: 4.1 Immediately 3.1Immediately 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 E...vent of Default has occurred and is continuing; 4.2 Borrower 3.2Borrower 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 Agreement; 3.3The organizational documents of Borrower delivered to Bank on the Effective 2016 Amendment Date remain true, accurate and complete and have not been amended, supplemented or restated restated, except for Borrower's certificate of incorporation for which a copy was furnished in connection with that certain Second Amendment to Loan and Security Agreement dated as of August 17, 2016, and are and continue to be in full force and effect; 4.4 The 3.4The 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, have been duly authorized; 4.5 The 3.5The 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 The 3.6The 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 This Amendment 3.7This 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 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 occurred and... is continuing; 4.2 continuing, except for the Existing Event of Default; 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 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 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) \l3iii) any law or regulation binding on or affecting Borrower, (b) \l3iv) any contractual restriction with a Person binding on Borrower, (c) \l3v) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) \l3vi) the organizational documents of Borrower; 4.6 3 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 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 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 6.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents to which it is a party 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 dat...e), date); provided that any representations and warranties subject to "materiality", "Material Adverse Effect" or similar materiality qualifiers shall be true and correct in all respects as of the date hereof (or as of such earlier date, as applicable), and (b) no Event of Default has occurred and is continuing; 4.2 continuing, other than the Specified Event of Default; 6.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as Documents (as amended by this Amendment; 4.3 Amendment) to which it is a party; 2 6.3 The organizational documents of Borrower delivered to Bank on the Effective Closing 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 unanimous written consent adopted by the Board of Directors of the Borrower and delivered to Bank on the Closing Date authorizing the execution, delivery and performance of the Loan Documents has not in any way been amended, modified, revoked or rescinded, and has been in full force and effect since its adoption up to and including the date hereof and continues to be in full force and effect. 6.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as Documents (as amended by this Amendment, Amendment) to which it is a party, have been duly authorized; 4.5 6.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as Documents (as amended by this Amendment, Amendment) to which it is a party 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 Borrower, except for any contraventions in the case of clauses (a), (b) or (c) as would not reasonably be expected to have Material Adverse Effect; 6.7 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as Documents (as amended by this Amendment, Amendment) to which it is a party 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 6.8 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 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 Default... 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. 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) 10.1(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 10.2 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 Agreement; 10.3 The organizational documents of Borrower delivered to Bank on the Effective Date on or prior to the date hereof 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 10.4 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, Agreement have been duly authorized; 4.5 authorized by all necessary action on the part of Borrower; 10.5 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, Agreement do not and will not contravene (a) any 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 10.6 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, 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 10.7 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 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 (including the updated Perfection Certificate delivered in connection with 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 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 Existing Borrower and of each New Borrower delivered to Bank Collateral Agent and Lenders on the Effective Date remain date of this Amendment, 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 (a) contravene (a) any law material Requirement of Law applicable thereto, (b) constitute an event of default under any material agreement by which Borrower or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, its properties, is bound, (c) contravene any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, 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, except as Governmental Authority (except such Governmental Approvals which have already has been obtained and are in full force and effect or made; are being obtained pursuant to Section 6.1(b) of the Loan and 4.7 Security Agreement); and 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. View More

Representation and Warranty. To induce Bank Lenders and Administrative Agent to enter into this Amendment, Borrower hereby represents and warrants 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, accura...te and correct complete 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 Credit Agreement, as amended by this Amendment; 4.3 The organizational documents of Borrower 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 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 Credit 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 4.5 The execution and delivery by Borrower of this Amendment and the performance by 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 Borrower, except as already has been obtained or made; and 4.7 4.6 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. rights; and 2 4.7 As of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations. Borrower acknowledges that Lenders and Administrative Agent have acted in good faith and have conducted in a commercially reasonable manner each of their relationships with Borrower in connection with this Amendment and in connection with the Loan Documents. Borrower 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 Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Bank Collateral Agent and Lenders 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 (i) to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as o...f such date), date and (ii) solely with respect to the litigation representation and warranties contained in Section 5.3 of the Loan Agreement, to the extent such representations and warranties relate to (x) any actual or potential dispute between Borrower and SVB based on, arising from, relating to, or in connection with the Borrower's Paycheck Protection Program loan or (y) any settlement, release or other resolution thereof between SVB and the Borrower) and (b) no Event of Default has occurred and is continuing; 4.2 Borrower has the power and due 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 Collateral Agent on the Effective Date Date, and updated pursuant to subsequent deliveries by or on behalf of the Borrower to the Collateral Agent, 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) (i) any material law or regulation binding on or affecting Borrower, (b) (ii) any material contractual restriction with a Person binding on Borrower, (c) (iii) any material 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 2 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 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 4.6 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 to enter into this Amendment, Borrower hereby represents and warrants to Bank Collateral Agent and Lenders 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; continuing immediately before and after giving effect to this Agreement; 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 this Amendment; Agreement; 4.3 The organizational documents of Borrower delivered to Bank Collateral Agent and Lenders on the Effective Date or subsequent thereto 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 Agreement and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, Agreement have been duly authorized; authorized by all necessary action on the part of Borrower; 4.5 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 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 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 to which it is a party 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), ...date); provided that any representations and warranties subject to "materiality", "Material Adverse Effect" or similar materiality qualifiers shall be true and correct in all respects as of the date hereof (or as of such earlier date, as applicable), 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 Documents (as amended by this Amendment; Amendment) to which it is a party; 4.3 The organizational documents of Borrower delivered to Bank on the Effective Closing Date remain 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 The execution unanimous written consent adopted by the Board of Directors of the Borrower and delivered to Bank on the Closing Date authorizing the execution, delivery by Borrower and performance of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have Documents has not in any way been duly authorized; amended, modified, revoked or rescinded, and has been in full force and effect since its adoption up to and including the date hereof and continues to be in full force and effect. 4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as Documents (as amended by this Amendment, Amendment) to which it is a party, have been duly authorized; 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Documents (as amended by this Amendment) to which it is a party 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 Borrower, except for any contraventions in the case of clauses (a), (b) or (c) as would not reasonably be expected to have Material Adverse Effect; 3 4.7 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as Documents (as amended by this Amendment, Amendment) to which it is a party 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 4.8 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