Representation and Warranty Clause Example from Business Contracts

Representation and Warranty. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 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 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, 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 Documents (as amended by this Amendment) to which it is a party; 2 6.3 The organizational documents of Borrower delivered to Bank on the 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; 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the execution, delivery and performance of the Loan Documents has not in any way been amended, modified, revoked or rescinded, and has been in full force and effect since its adoption up to and including the date hereof and continues to be in full force and effect. 6.5 The execution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 Documents (as amended by this Amendment) to which it is a party, have been duly authorized; 6.6 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, 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 Documents (as amended by this 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 Borrower, except as already has been obtained or made; and 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