Representation and Warranty Clause Example with 12 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. 4.1. Representations and Warranties and Covenants of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Senior Agent and the Senior Lenders that as of the date hereof: (a) each Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by each Subordinated Creditor will not violate or conflict ...with the organization documents of such Subordinated Creditor (to the extent applicable), any material agreement binding upon such Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) this Agreement is the legal, valid and binding obligation of each Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; and (e) each Subordinated Creditor is the sole owner, beneficially and of record, of its respective Subordinated Debt. 4.2. Representations and Warranties of Senior Agent. Senior Agent hereby represents and warrants to Subordinated Creditor that as of the date hereof: (a) Senior Agent is a limited liability company duly formed and validly existing under the laws of the State of Delaware; (b) Senior Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Senior Agent will not violate or conflict with the organizational documents of Senior Agent, any material agreement binding upon Senior Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Senior Agent, enforceable against Senior Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles.View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. 4.1. Representations and Warranties and Covenants of Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Senior Agent and the Senior Lenders that Creditors that: (a) all action on the part of Subordinated Creditor, its officers, directors, partners, members and shareholders, as of applicable, necessary for the date hereof: (a) each Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which h...ave been duly authorized by all proper and necessary action; (b) the execution authorization of this Agreement by each and the performance of all obligations of Subordinated Creditor will not violate or conflict with the organization documents of such Subordinated Creditor (to the extent applicable), any material agreement binding upon such Subordinated Creditor or any law, regulation or order or require any consent or approval which hereunder has not been obtained; (c) taken; (b) this Agreement is constitutes the legal, valid and binding obligation of each Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; and (e) each Subordinated Creditor is the sole owner, beneficially and of record, of its respective Subordinated Debt. 4.2. Representations and Warranties of Senior Agent. Senior Agent hereby represents and warrants to Subordinated Creditor that as of the date hereof: (a) Senior Agent is a limited liability company duly formed and validly existing under the laws of the State of Delaware; (b) Senior Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; terms; (c) the execution execution, delivery and performance of and compliance with this Agreement by Senior Agent Subordinated Creditor will not violate (i) result in any material violation or conflict with the default of any term of any of Subordinated Creditor's charter, formation or other organizational documents (such as Articles or Certificate of Senior Agent, Incorporation, bylaws, partnership agreement, operating agreement, etc.) or (ii) violate any material agreement binding upon Senior Agent applicable law, rule or any law, regulation or order or require any consent or approval which regulation; and (d) Subordinated Creditor has not been obtained; previously assigned any interest in the Subordinated Debt, and (d) this Agreement is no Person other than the legal, valid and binding obligation of Senior Agent, enforceable against Senior Agent Subordinated Creditor owns an interest in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles. Subordinated Debt. View More
Representation and Warranty. 4.1. Representations and Warranties and Covenants of Subordinated Creditor. Each Subordinated Creditor hereby represents and warrants to Senior Agent as follows: (a) Such Subordinated Creditor which is not an individual is duly organized, validly existing and in good standing under the Senior Lenders that as laws of the date hereof: (a) each Subordinated Creditor jurisdiction of its incorporation or formation and has the all requisite corporate or limited liability company, as applicable, power ...and authority to enter into, execute, deliver into and carry out the terms perform this Agreement. -4- (b) The execution, delivery and performance by such Subordinated Creditor of this Agreement, all of which Agreement and the transactions contemplated hereby (i) have been duly authorized by all proper necessary corporate or limited liability company, as applicable, action (except in the case of individual Subordinated Creditors), and necessary action; (b) the execution (ii) do not (A) contravene such Subordinated Creditor's constituent documents, if applicable, (B) violate any requirement of this Agreement by each Subordinated Creditor will not violate or conflict with the organization documents of law to which such Subordinated Creditor (to is subject, or (C) conflict with or result in the extent applicable), breach of, or constitute a default under, any material agreement contractual obligation binding upon on such Subordinated Creditor. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery, recordation, filing or performance by such Subordinated Creditor or any law, regulation or order or require any consent or approval which of this Agreement. (d) This Agreement has not been obtained; (c) this duly executed and delivered by such Subordinated Creditor. This Agreement is the legal, valid and binding obligation of each such Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; and (e) each Subordinated Creditor is the sole owner, beneficially and of record, of its respective Subordinated Debt. 4.2. Representations and Warranties of Senior Agent. Senior Agent hereby represents and warrants to Subordinated Creditor that as of the date hereof: (a) Senior Agent is a limited liability company duly formed and validly existing under the laws of the State of Delaware; (b) Senior Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Senior Agent will not violate or conflict with the organizational documents of Senior Agent, any material agreement binding upon Senior Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Senior Agent, enforceable against Senior Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles. terms. View More
Representation and Warranty. 4.1. Representations and Warranties and Covenants of Subordinated Creditor. Each Subordinated Creditor hereby represents and warrants to Senior Agent as follows: (a) Such Subordinated Creditor which is not an individual is duly organized, validly existing and in good standing under the Senior Lenders that as laws of the date hereof: (a) each Subordinated Creditor jurisdiction of its incorporation or formation and has the all requisite corporate or limited liability company, as applicable, power ...and authority to enter into, execute, deliver into and carry out the terms perform this Agreement. (b) The execution, delivery and performance by such Subordinated Creditor of this Agreement, all of which Agreement and the transactions contemplated hereby (i) have been duly authorized by all proper necessary corporate or limited liability company, as applicable, action (except in the case of individual Subordinated Creditors), and necessary action; (b) the execution (ii) do not (A) contravene such Subordinated Creditor's constituent documents, if applicable, (B) violate any requirement of this Agreement by each Subordinated Creditor will not violate or conflict with the organization documents of law to which such Subordinated Creditor (to is subject, or (C) conflict with or result in the extent applicable), breach of, or constitute a default under, any material agreement contractual obligation binding upon on such Subordinated Creditor. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery, recordation, filing or performance by such Subordinated Creditor or any law, regulation or order or require any consent or approval which of this Agreement. (d) This Agreement has not been obtained; (c) this duly executed and delivered by such Subordinated Creditor. This Agreement is the legal, valid and binding obligation of each such Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; and (e) each Subordinated Creditor is the sole owner, beneficially and of record, of its respective Subordinated Debt. 4.2. Representations and Warranties of Senior Agent. Senior Agent hereby represents and warrants to Subordinated Creditor that as of the date hereof: (a) Senior Agent is a limited liability company duly formed and validly existing under the laws of the State of Delaware; (b) Senior Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Senior Agent will not violate or conflict with the organizational documents of Senior Agent, any material agreement binding upon Senior Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Senior Agent, enforceable against Senior Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles. terms. View More
Representation and Warranty. 4.1. Representations and Warranties and Covenants of 4.1 Subordinated Creditor. Creditor Representations. Each Subordinated Creditor hereby represents and warrants (as to Senior Agent itself and not as to any other Subordinated Creditor) to the Senior Lenders that Creditors as follows: (a) Existence and Power. Such Subordinated Creditor is duly organized, validly existing and in good standing under the laws of the date hereof: (a) each state of its incorporation, organization or formation, as ap...plicable. (b) Authority. Such Subordinated Creditor has the power and authority to enter into, execute, deliver and carry out the terms of perform its obligations under this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this action. (c) Binding Agreements. This Agreement by each Subordinated Creditor will not violate or conflict with the organization documents of such Subordinated Creditor (to the extent applicable), any material agreement binding upon such Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) this Agreement is constitutes the legal, valid and binding obligation of each such Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; principles. 10 (d) Conflicting Agreements. The execution, delivery and (e) each performance of this Agreement by such Subordinated Creditor does not (a) contravene the terms of such Subordinated Creditor's organization documents, (b) conflict with or result in any material breach or contravention of, or result in the creation of any lien under, any material contract or agreement to which such Person is a party or to which its property is subject or any order, injunction, writ or decree of any governmental authority to which such Person or its property is subject or (c) violate any law, rule or regulation binding upon such Person or its property. (e) No Divestiture. On the sole owner, beneficially date hereof, the Subordinated Creditors party hereto are the collective current owners and holders of record, the Subordinated Note and all other Subordinated Debt Documents. (f) Default under Subordinated Debt Documents. Upon the execution thereof, no default will exist under or with respect to the Subordinated Note or any of its respective the other Subordinated Debt. 4.2. Representations and Warranties of Senior Agent. Senior Debt Documents. 4.2 Agent Representations. Agent hereby represents and warrants to Subordinated Creditor that Creditors as of the date hereof: follows: (a) Senior Existence and Power. Agent is a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State state of Delaware; its incorporation, organization or formation, as applicable. (b) Senior Authority. Agent has the power and authority to enter into, execute, deliver and carry out the terms of perform its obligations under this Agreement, all of which have been duly authorized by all proper and necessary action; action. (c) the execution of this Binding Agreements. This Agreement by Senior Agent will not violate or conflict with the organizational documents of Senior Agent, any material agreement binding upon Senior Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is constitutes the legal, valid and binding obligation of Senior Agent, enforceable against Agent and the other Senior Agent Creditors in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or and by equitable principles. (d) Conflicting Agreements. The execution, delivery and performance of this Agreement by Agent does not (a) contravene the terms of Agent's organizational documents, (b) conflict with or result in any material breach or contravention of, or result in the creation of any lien under, any material contract or agreement to which Agent is a party or to which its property is subject or any order, injunction, writ or decree of any governmental authority to which Agent or its property is subject or (c) violate any law, rule or regulation binding upon Agent or its property. View More
Representation and Warranty. 4.1. 5.1 Representations and Warranties and Covenants of Subordinated Creditor. Each Person comprising the Subordinated Creditor hereby represents and warrants to Senior Creditor Agent, for the benefit of Senior Creditor Agent and the Senior Lenders Creditor, that as of the date hereof: (a) each Subordinated Creditor such Person is duly formed and validly existing under the laws of the jurisdiction of its formation; (b) such Person has the power and authority to enter into, execute, deliver and ...carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) (c) the execution of this Agreement by each Subordinated Creditor such Person will not violate or conflict with the organization organizational documents of such Subordinated Creditor (to the extent applicable), Person, any material agreement binding upon such Subordinated Creditor Person or any law, regulation or order or require any consent or approval which has not been obtained; (c) (d) this Agreement is the legal, valid and binding obligation of each Subordinated Creditor, such Person, 9 enforceable against such Subordinated Creditor Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; and (e) each Subordinated Creditor such Person is the sole owner, beneficially and of record, of its respective pro rata share of the Subordinated Debt. 4.2. Debt Documents and the Subordinated Debt; and (f) such Person has no contractual put right to require that the Company redeem any equity securities. 5.2 Representations and Warranties of Senior Creditor Agent. Senior Creditor Agent hereby represents and warrants to Subordinated Creditor that as of the date hereof: (a) Senior Creditor Agent is a limited liability company corporation duly formed and validly existing under the laws of the State jurisdiction of Delaware; its formation; (b) Senior Creditor Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Senior Creditor Agent will not violate or conflict with the organizational documents of Senior Creditor Agent, any material agreement binding upon Senior Creditor Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Senior Creditor Agent, enforceable against Senior Creditor Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles. View More
Representation and Warranty. 4.1. 5.1. Representations and Warranties and Covenants of Subordinated Creditor. Agent. To induce Agent and Senior L/C Lender to execute and deliver this Agreement, the Subordinated Creditor Agent hereby represents and warrants to Senior Agent and the Senior Lenders L/C Lender that as of the date hereof: (a) each Subordinated Creditor it has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and ...necessary action; (b) the execution of this Agreement by each Subordinated Creditor Agent will not violate or conflict with the organization documents of such Subordinated Creditor (to the extent applicable), any material agreement binding upon such Subordinated Creditor Agent or any law, regulation or order or require any consent or approval which has not been obtained; (c) this Agreement is the legal, valid and binding obligation of each Subordinated Creditor, Agent, enforceable against such Subordinated Creditor Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; (d) Subordinated Agent and (e) each Subordinated Creditor is are the sole owner, owners, beneficially and of record, of its respective the Subordinated Debt. 4.2. Debt Documents and the Subordinated Debt; (e) Subordinated Agent has the authority to bind all Persons that are currently Subordinated Creditors and all Persons that become Subordinated Creditors; and (f) the Subordinated Debt is, and at all times prior to the termination of this Agreement shall remain, an unsecured obligation of the Credit Parties. 5.2. Representations and Warranties of Senior Agent. Senior To induce the Subordinated Agent to execute and deliver this Agreement, Agent hereby represents and warrants to the Subordinated Creditor Agent that as of the date hereof: (a) Senior Agent is a limited liability company duly formed and validly existing under the laws of the State of Delaware; (b) Senior Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Senior Agent will not violate or conflict with the organizational documents of Senior Agent, any material agreement binding upon Senior Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Senior Agent, enforceable against Agent and each current and future Senior Agent Lender in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles. 8 5.3. Representations and Warranties of Senior L/C Lender. To induce the Subordinated Agent to execute and deliver this Agreement, Senior L/C Lender hereby represents and warrants to the Subordinated Agent that as of the date hereof: (a) Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by Senior L/C Lender will not violate or conflict with any material agreement binding upon Senior L/C Lender or any law, regulation or order or require any consent or approval which has not been obtained; and (c) this Agreement is the legal, valid and binding obligation of Senior L/C Lender, enforceable against Senior L/C Lender in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles. View More
Representation and Warranty. 4.1. 5.1 Representations and Warranties and Covenants of Subordinated Creditor. Each Person comprising the Subordinated Creditor hereby represents and warrants to Senior Creditor Agent, for the benefit of Senior Creditor Agent and the Senior Lenders Creditor, that as of the date hereof: (a) each Subordinated Creditor such Person is duly formed and validly existing under the laws of the jurisdiction of its formation; (b) such Person has the power and authority to enter into, execute, deliver and ...carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) (c) the execution of this Agreement by each Subordinated Creditor such Person will not violate or conflict with the organization organizational documents of such Subordinated Creditor (to the extent applicable), Person, any material agreement binding upon such Subordinated Creditor Person or any law, regulation or order or require any consent or approval which has not been obtained; (c) (d) this Agreement is the legal, valid and binding obligation of each Subordinated Creditor, such Person, enforceable against such Subordinated Creditor Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; and (e) each Subordinated Creditor such Person is the sole owner, beneficially and of record, of its respective pro rata share of the Subordinated Debt. 4.2. Debt Documents and the Subordinated Debt; (f) such Person, nor its agent, has any liens or security interests in the Collateral or any other assets of the Company; and (g) such Person has no contractual put right to require that the Company redeem any equity securities. 5.2 Representations and Warranties of Senior Creditor Agent. Senior Creditor Agent hereby represents and warrants to Subordinated Creditor that as of the date hereof: (a) Senior Creditor Agent is a limited liability company corporation duly formed and validly existing under the laws of the State jurisdiction of Delaware; its formation; (b) Senior Creditor Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Senior Creditor Agent will not violate or conflict with the organizational documents of Senior Creditor Agent, any material agreement binding upon Senior Creditor Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Senior Creditor Agent, enforceable against Senior Creditor Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles. 12 6. Subrogation. On and after the Subordination Termination Date, Subordinated Creditor shall be subrogated to the rights of Senior Creditor Agent and Senior Creditor to receive Distributions with respect to the Senior Debt until the Subordinated Debt is paid in full. Subordinated Creditor agrees that in the event that all or any part of a payment made with respect to the Senior Debt is recovered from the holders of the Senior Debt in a Proceeding or otherwise, any Distribution received by Subordinated Creditor with respect to the Subordinated Debt at any time after the date of the payment that is so recovered, whether pursuant to the right of subrogation provided for in this Agreement or otherwise, shall be deemed to have been received by Subordinated Creditor in trust as property of the holders of the Senior Debt and Subordinated Creditor shall forthwith deliver the same to Senior Creditor Agent for application to the Senior Debt until the Subordination Termination Date. A Distribution made pursuant to this Agreement to Senior Creditor Agent which otherwise would have been made to Subordinated Creditor is not, as between the Company and Subordinated Creditor, a payment by the Company to or on account of the Senior Debt. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, SUBORDINATED CREDITOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY SENIOR CREDITOR AGENT OR SENIOR CREDITOR, EVEN THOUGH THAT ELECTION OF REMEDIES HAS DESTROYED SUBORDINATED CREDITOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE COMPANY BY THE OPERATION OF ANY APPLICABLE LAW. View More
Representation and Warranty. 4.1. Representations and Warranties and Covenants of Subordinated Creditor. The Subordinated Creditor hereby represents and warrants to Senior Agent and the Senior Lenders that as of the date hereof: hereof (and as of all times with respect to clause (f) below): (a) each the Subordinated Creditor is a charitable foundation, duly formed and validly existing under the laws of the country of Switzerland; (b) the Subordinated Creditor has the power and authority to enter into, execute, deliver and c...arry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) (c) the execution of this Agreement by each the Subordinated Creditor will not violate or conflict with the organization foundational, organizational or other governing documents of such the Subordinated Creditor (to the extent applicable), Creditor, any material agreement binding upon such the Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) (d) this Agreement is the legal, valid and binding obligation of each the Subordinated Creditor, enforceable against such the Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; and (e) each the Subordinated Creditor is the sole owner, beneficially and of record, of its respective the Subordinated Debt. Debt Documents and the Subordinated Debt; and (f) the Subordinated Debt is (i) not secured any liens or any security interests in the Collateral or any other assets of any Company or any other Person, and (ii) is solely on obligation of Telos and is not guarantied by any Person. 4.2. Representations and Warranties of Senior Agent. Senior Agent hereby represents and warrants to the Subordinated Creditor that as of the date hereof: (a) Senior Agent is a Delaware limited liability company duly formed and validly existing under the laws of the State of Delaware; company; (b) Senior Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Senior Agent will not violate or conflict with the organizational documents of Senior Agent, any material agreement binding upon Senior Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Senior Agent, enforceable against Senior Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles. View More
Representation and Warranty. 4.1. 5.1. Representations and Warranties and Covenants of Subordinated Creditor. To induce Agent to execute and deliver this Agreement, the Subordinated Creditor hereby represents and warrants to Senior Agent and the Senior Lenders that as of the date hereof: (a) each Subordinated Creditor he has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Ag...reement by each Subordinated Creditor will not violate or conflict with the organization documents of such Subordinated Creditor (to the extent applicable), any material agreement binding upon such Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (c) this Agreement is the legal, valid and binding obligation of each Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by equitable principles; and (e) each Subordinated Creditor (d) he is the sole owner, beneficially and of record, of its respective the Subordinated Debt. 4.2. Debt Documents and the Subordinated Debt owned by him on the date hereof. 5.2. Representations and Warranties of Senior Agent. Senior To induce the Subordinated Creditor to execute and deliver this Agreement, Agent hereby represents and warrants to the Subordinated Creditor that as of the date hereof: (a) Senior Agent is a limited liability company duly formed and validly existing under the laws of the State of Delaware; (b) Senior Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Senior Agent will not violate or conflict with the organizational documents of Senior Agent, any material agreement binding upon Senior Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Senior Agent, enforceable against Agent and each current and future Senior Agent Lender in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles. 10 6. Subrogation. Subject to the Payment in Full of all Senior Debt, the Subordinated Creditor shall be subrogated to the extent of any Distributions made by Subordinated Creditor to Agent on behalf of the Senior Lenders, or otherwise applied to payment of such Senior Debt solely by reason of the provisions of this Agreement, to any rights of the Senior Lenders to receive payments and distributions of cash, securities and other property applicable to the Senior Debt, if any, until the Subordinated Debt shall have been paid in full. For purposes of such subrogation, no payments or distributions to the Senior Lenders of any cash, securities or other property to which Subordinated Creditor would have been entitled, except for the provisions of this Agreement, and no payments pursuant to the provisions of this Agreement to Agent on behalf of the Senior Lenders by Subordinated Creditor, shall be deemed to be a payment or distribution by any Credit Party to or on account of the Senior Debt, it being understood and agreed that the provisions of this Agreement are solely for the purpose of defining the relative rights of the Senior Lenders on the one hand, and the Subordinated Creditor on the other hand. View More
Representation and Warranty. 4.1. Representations (a) Loan Parties. As of the date hereof, each Loan Party hereby represents and Warranties warrants that (i) the Senior Agent has been furnished with true and Covenants correct copies of all instruments and securities evidencing the Subordinated Indebtedness, (ii) the aggregate principal amount of the Subordinated Indebtedness outstanding as of the date hereof is $200,000 (the "Effective Date Amount"), and (iii) this Agreement has been duly executed and delivered by such Loan... Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors' rights and remedies and general principles of equity. -11- (b) Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Senior Agent and the Senior Lenders Creditors that as (i) Subordinated Creditor is a trust, duly organized and validly existing under the laws of the date hereof: (a) each jurisdiction of its organization, (ii) Subordinated Creditor has the full power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) action, (iii) the execution of this Agreement by each Subordinated Creditor will not violate or conflict with the organization organizational documents of such Subordinated Creditor (to or, to the extent applicable), any material agreement binding upon such knowledge of Subordinated Creditor or Creditor, any law, regulation or order or applicable to Subordinated Creditor, or, to the knowledge of Subordinated Creditor, require any consent or approval which has not been obtained; (c) obtained, (iv) this Agreement is the has been duly executed and delivered by Subordinated Creditor and constitutes a legal, valid and binding obligation of each Subordinated Creditor, enforceable against such Subordinated Creditor in accordance with its terms, except as such to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting generally the enforcement of creditors' rights generally and by equitable principles; remedies and (e) each general principles of equity, (v) Subordinated Creditor is the sole owner, beneficially and of record, of its respective the Subordinated Debt. 4.2. Representations Indebtedness, and Warranties (vi) the Subordinated Indebtedness is, and at all times prior to the termination of this Agreement shall remain, an unsecured obligation of the Parent. (c) Senior Agent. Senior Agent hereby represents and warrants to Subordinated Creditor that as of the date hereof: (a) Senior Agent (i) it is a limited liability company duly formed and formed, validly existing and in good standing under the laws of the State state or jurisdiction of Delaware; (b) Senior Agent its organization, (ii) it has the full power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) action, (iii) the execution of this Agreement by Senior Agent will not violate or conflict with the its organizational documents of Senior Agent, documents, any material agreement binding upon Senior Agent or any law, regulation or order or require any consent or approval which has not been obtained; obtained, and (d) (iv) this Agreement is the has been duly executed and delivered by Senior Agent and constitutes a legal, valid and binding obligation of Senior Agent, enforceable against Senior Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles. View More
