Representation and Warranty Clause Example with 6 Variations from Business Contracts

Representation and Warranty. 5.1 Each Obligor has all requisite corporate (or equivalent) power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, the Loan Agreement as amended by this Agreement (the "Amended Agreement") and the other Loan Documents. 5.2 Each Obligor hereby jointly and severally represents and warrants to Administrative Agent and Lenders, that 5.1 this Agreement has been duly executed and delivered by such Obligor and constitutes ...a legal, valid and binding obligation of such Obligor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 5.3 The execution and delivery by each Obligor of this Agreement and the execution, delivery and performance by the Obligors each Obligor of this Agreement: Agreement, the Amended Agreement and the other Loan Documents (a) are within each Obligor’s corporate, limited liability company or partnership powers, as applicable, and have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, and, if required, equity holder action (including, without limitation, any action required to be taken by any class of directors or other governing body of any Obligor or any other Person, whether interested or disinterested, in order to ensure the due authorization of the execution, delivery and performance by the Obligors of this Agreement); (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Obligor Borrower or any other Person), Person) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement, the Amended Agreement or any other Loan Document against an Obligor or the consummation of the transactions contemplated hereby, thereby by an Obligor, except such as have been obtained or made and are in full force and effect other than (i) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or could would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, 3 (c) (b) will not violate (i) any Sanctions and or Applicable Law or applicable to an Obligor, (ii) any Organic Documents of any Obligor Obligor, or any Restricted Subsidiary, or (iii) any order of any Governmental Authority, (d) Authority binding on any Obligor, (c) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or any Restricted Subsidiary thereunder and (e) (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor or any Restricted Subsidiary (other than the Liens created by the Loan Documents); 5.2 this Agreement has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligation of such Obligor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and 5.3 no Default or Event of Default has occurred and is continuing. Documents). View More

Representation and Warranty. Each Obligor Borrower hereby jointly and severally represents and warrants to Administrative Agent and Lenders, that 5.1 4.1 the execution, delivery and performance by the Obligors Borrowers of this Agreement: (a) are within each Obligor’s Borrower’s corporate, limited liability company or partnership powers, as applicable, and have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, and, if required, equity holder action (including, without ...limitation, any action required to be taken by any class of directors or other governing body of any Obligor Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of the execution, delivery and performance by the Obligors Borrowers of this Agreement); (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Obligor Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or could not reasonably be expected to have a Material Adverse Effect, 3 Effect; 2 (c) will not violate any Sanctions and Applicable Law or Law, any Organic Documents of any Obligor Borrower or any Restricted Subsidiary, or any order of any Governmental Authority, Authority; (d) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor Borrower or any Restricted Subsidiary Subsidiary; and (e) will not result in the creation or imposition of any Lien on any Property of any Obligor Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents); 5.2 Documents). 4.2 this Agreement has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligation of such Obligor, as applicable, Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and 5.3 4.3 no Default or Event of Default has occurred and is continuing. View More

Representation and Warranty. Each Obligor hereby jointly and severally represents and warrants to Administrative Agent and Lenders, that 5.1 4.1 the execution, delivery and performance by the Obligors of this Agreement: (a) are within each Obligor’s corporate, limited liability company or partnership powers, as applicable, and have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, and, if required, equity holder action (including, without limitation, any action require...d to be taken by any class of directors or other governing body of any Obligor or any other Person, whether interested or disinterested, in order to ensure the due authorization of the execution, delivery and performance by the Obligors of this Agreement); 3 (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Obligor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or could not reasonably be expected to have a Material Adverse Effect, 3 (c) will not violate any Sanctions and Applicable Law or any Organic Documents of any Obligor or any Restricted Subsidiary, or any order of any Governmental Authority, (d) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or any Restricted Subsidiary and (e) will not result in the creation or imposition of any Lien on any Property of any Obligor or any Restricted Subsidiary (other than the Liens created by the Loan Documents); 5.2 4.2 this Agreement has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligation of such Obligor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and 5.3 4.3 no Default or Event of Default (other than any Specified Default) has occurred and is continuing. continuing and 4.4 Borrowers have delivered to the Administrative Agent on the date hereof an executed copy of the RSA, which is a true and complete executed copy thereof. View More

Representation and Warranty. Each Obligor hereby jointly and severally represents and warrants to Administrative Agent and Lenders, the Lender Parties that 5.1 all representations and warranties contained in Section 5 of the Forbearance Agreement (other than Section 5(a) as it relates to the representation and warranty set forth in the final sentence of Section 9.1.22 of the Term Loan Agreement) remain true and correct as of the date hereof, and that 4.1 the execution, delivery and performance by the Obligors of this Agreem...ent: (a) are within each Obligor’s corporate, limited liability company or partnership powers, as applicable, and have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, and, if required, equity holder action (including, without limitation, any action required to be taken by any class of directors or other governing body of any Obligor or any other Person, whether interested or disinterested, in order to ensure the due authorization of the execution, delivery and performance by the Obligors of this Agreement); (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Obligor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or could not reasonably be expected to have a Material Adverse Effect, 3 (c) will not violate any Sanctions and Applicable Law or any Organic Documents of any Obligor or any Restricted Subsidiary, or any order of any Governmental Authority, (d) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or any Restricted Subsidiary and 2 (e) will not result in the creation or imposition of any Lien on any Property of any Obligor or any Restricted Subsidiary (other than the Liens created by the Loan Documents); 5.2 4.2 this Agreement has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligation of such Obligor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and 5.3 4.3 no Default or Event of Default (other than any Specified Default) has occurred and is continuing. View More

Representation and Warranty. Each Obligor hereby jointly and severally represents and warrants to Administrative Agent and Lenders, that 5.1 the execution, delivery and performance by the Obligors of this Agreement: (a) are within each Obligor’s corporate, limited liability company or partnership powers, as applicable, and have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, and, if required, equity holder action (including, without limitation, any action required to... be taken by any class of directors or other governing body of any Obligor or any other Person, whether interested or disinterested, in order to ensure the due authorization of the execution, delivery and performance by the Obligors of this Agreement); (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Obligor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or could not reasonably be expected to have a Material Adverse Effect, 3 (c) will not violate any Sanctions and Applicable Law or any Organic Documents of any Obligor or any Restricted Subsidiary, or any order of any Governmental Authority, (d) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or any Restricted Subsidiary and (e) will not result in the creation or imposition of any Lien on any Property of any Obligor or any Restricted Subsidiary (other than the Liens created by the Loan Documents); 5.2 this Agreement has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligation of such Obligor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and 5.3 no Default or Event of Default has occurred and is continuing. 3 6. Reaffirmation. Each of the Obligors hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect. Each Obligor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement. View More

Representation and Warranty. Each Obligor Borrower hereby jointly and severally represents and warrants to Administrative Agent and Lenders, that 5.1 the execution, delivery and performance by the Obligors Borrowers of this Agreement: (a) are within each Obligor’s Borrower’s corporate, limited liability company or partnership powers, as applicable, and have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, and, if required, equity holder action (including, without limi...tation, any action required to be taken by any class of directors or other governing body of any Obligor Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of the execution, delivery and performance by the Obligors Borrowers of this Agreement); (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Obligor Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or could not reasonably be expected to have a Material Adverse Effect, 3 Effect; (c) will not violate any Sanctions and Applicable Law or Law, any Organic Documents of any Obligor Borrower or any Restricted Subsidiary, or any order of any Governmental Authority, Authority; (d) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor Borrower or any Restricted Subsidiary Subsidiary; and (e) will not result in the creation or imposition of any Lien on any Property of any Obligor Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents); Documents). 5.2 this Agreement has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligation of such Obligor, as applicable, Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and 5.3 no Default or Event of Default has occurred and is continuing. 19 6. Reaffirmation. Each of the Borrowers hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect. Each Borrower acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect, and that all of its obligations thereunder (other than as expressly amended hereby) shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement. View More