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
Found in Stronghold Digital Mining, Inc. contract

Variations of a "Representation and Warranty" Clause from Business Contracts

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 $150,000 (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. (b) Subordinated Creditor. Subordinated Creditor hereby represents and warrants to Senior Agent and the Senior Lenders Creditors that as of the date hereof: (a) each (i) Subordinated Creditor is an individual, (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 Creditor, if applicable, 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. -11- (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
Found in GEE Group Inc. contract
Representation and Warranty. 4.1. 5.1 Representations and Warranties and Covenants of Subordinated Creditor. 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 it is a limited liability company duly formed and validly existing under the laws of the jurisdiction of its formation; (b) it has the power and authority to enter into, execute, deliver and carry out the ter...ms 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 will not violate or conflict with the organization documents of such Subordinated Creditor (to the extent applicable), its organizational documents, any material agreement binding upon such Subordinated Creditor it 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, enforceable against such Subordinated Creditor it 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 it is the sole owner, beneficially and of record, of the Subordinated Debt Documents and the Subordinated Debt; (f) neither Subordinated Creditor, nor its respective Subordinated Debt. 4.2. 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. 12 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 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. principles and (e) the Senior Loan Agreement does not permit the re-borrowing of funds advanced thereunder and repaid. View More
Found in NAVIDEA BIOPHARMACEUTICALS, INC. contract