Representation and Warranty Clause Example from Business Contracts

Representation and Warranty. 4.1. Representations and Warranties of Subordinated Creditor. The Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders that as of the date hereof (and as of all times with respect to clause (f) below): (a) 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 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 the Subordinated Creditor will not violate or conflict with the foundational, organizational or other governing documents of the Subordinated Creditor, any material agreement binding upon the Subordinated Creditor or any law, regulation or order or require any consent or approval which has not been obtained; (d) this Agreement is the legal, valid and binding obligation of the Subordinated Creditor, enforceable against 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) the Subordinated Creditor is the sole owner, beneficially and of record, of the Subordinated 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 Agent. Agent hereby represents and warrants to the Subordinated Creditor that as of the date hereof: (a) Agent is a Delaware limited liability company; (b) 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 Agent will not violate or conflict with the organizational documents of Agent, any material agreement binding upon 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 Agent, enforceable against 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