Representation and Warranty Clause Example with 10 Variations from Business Contracts

Representation and Warranty. Each Loan Party The Company hereby: (a) reaffirms all representations and warranties made to Administrative Agent and Lenders Investor under the Credit Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof as if made on and as of the date hereof, in each case other than except for representations and warranties that which relate exclusively to a specific an earlier date, which shall be true and corre...ct in all respects as of such earlier date; and (b) reaffirms all of the covenants contained in the Credit Agreement and covenants to abide thereby until all Loans, Obligations and other liabilities of Loan Parties to Administrative Agent and Lenders, of whatever nature and whenever incurred, are satisfied and/or released by Administrative Agent and Lenders; (c) represents and warrants that no Potential Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that since September 30, 2014, no event or development has occurred which has had or is reasonably likely to have a Material Adverse Change; (e) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment and all related agreements, instruments, and documents to which such Loan Party is a party, Amendment, that such actions were duly authorized by all necessary corporate or company entity action and that the officers executing this Amendment and any related agreements, instruments or documents on its behalf were similarly authorized and empowered, empowered and that neither this Amendment, or any related agreements, instruments, or documents contravenes Amendment does not contravene any provisions of its Articles articles of Incorporation incorporation, bylaws, certificate of formation, limited liability company agreement or Certificate of Formation, as applicable and Bylaws or Operating Agreement, as applicable, other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (f) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered by such Loan Party in connection herewith, are valid, binding and enforceable in accordance with their respective terms. bound. View More

Representation and Warranty. Each Loan Party Borrower hereby: (a) reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Agreement and all of the other Existing Financing Agreements Other Documents and confirms that all are true and correct in all material respects as of the date hereof as if made on and as of the date hereof, in each case other than except for representations and warranties that relate which related exclusively to a specific an earlier date, which shall be tr...ue and correct in all respects as of such earlier date; (b) reaffirms all of the covenants contained in the Credit Agreement and Agreement, covenants to abide thereby until all Loans, Advances, Obligations and other liabilities of Loan Parties Borrowers to Administrative Agent and Lenders, Lenders under the Credit Agreement of whatever nature and whenever incurred, are satisfied and/or released by Administrative Agent and Lenders; (c) represents and warrants that no Potential Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the Existing Financing Agreements; Other Documents; (d) represents and warrants that since September 30, 2014, no event or development has occurred which has had or is reasonably likely to have a Material Adverse Change; (e) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment and all related agreements, instruments, and documents to which such Loan Party is a party, Amendment, that such actions were duly authorized by all necessary corporate or company action and that the officers executing this Amendment and any related agreements, instruments or documents the Equipment Note (defined below) on its behalf were similarly authorized and empowered, and that neither this Amendment, or any related agreements, instruments, or documents contravenes Amendment does not contravene any provisions of its Articles articles of Incorporation incorporation, bylaws or Certificate of Formation, as applicable and Bylaws or Operating Agreement, as applicable, other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (f) 4 (e) represents and warrants that this Amendment Amendment, the Equipment Note, and all assignments, instruments, documents, and agreements executed and delivered by such Loan Party in connection herewith, herewith are valid, binding and enforceable in accordance with their respective terms. terms except as such enforceability may be limited by equitable principles or any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. View More

Representation and Warranty. Each Loan Party Borrower hereby: (a) reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Agreement and all of the other Existing Financing Agreements Other Documents and confirms that all are true and correct in all material respects as of the date hereof as if made on and as of the date hereof, in each case other than except for representations and warranties that relate which related exclusively to a specific an earlier date, which shall be tr...ue and correct in all respects as of such earlier date; (b) reaffirms all of the covenants contained in the Credit Agreement and Agreement, covenants to abide thereby until all Loans, Advances, Obligations and other liabilities of Loan Parties Borrowers to Administrative Agent and Lenders, Lenders under the Credit Agreement of whatever nature and whenever incurred, are satisfied and/or released by Administrative Agent and Lenders; 6 (c) represents and warrants that no Potential Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the Existing Financing Agreements; Other Documents; (d) represents and warrants that since September 30, 2014, no event or development has occurred which has had or is reasonably likely to have a Material Adverse Change; (e) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment and all related agreements, instruments, and documents to which such Loan Party is a party, Amendment, that such actions were duly authorized by all necessary corporate or company action and that the officers executing this Amendment and any related agreements, instruments or documents on its behalf were similarly authorized and empowered, and that neither this Amendment, or any related agreements, instruments, or documents contravenes Amendment does not contravene any provisions of its Articles articles of Incorporation incorporation, bylaws or Certificate of Formation, as applicable and Bylaws or Operating Agreement, as applicable, other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (f) (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered by such Loan Party in connection herewith, herewith are valid, binding and enforceable in accordance with their respective terms. terms except as such enforceability may be limited by equitable principles or any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. View More

Representation and Warranty. Each Loan Party hereby: (a) reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Agreement, Security Agreement and all of the other Existing Financing Agreements (as modified in connection herewith) and confirms that all are true and correct in all material respects as of the date hereof, in each case other than representations and warranties that relate to a specific date; (b) reaffirms all of the covenants contained in the Credit Agreement and ...Security Agreement, and covenants to abide thereby until all Loans, Obligations and other liabilities of Loan Parties to Administrative Agent and Lenders, of whatever nature and whenever incurred, are satisfied and/or released by Administrative Agent and Lenders; (c) represents and warrants that no Potential Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; Agreements (including that the guaranty of SL Industries, Inc. and of SL Montevideo Technology, Inc. of certain of Joining Borrower's obligations in conjunction with the Asset Acquisition, are permitted under Section 8.2.1 (vii) of the Credit Agreement); (d) represents and warrants that since September June 30, 2014, no event or development has occurred which has had or is reasonably likely to have a Material Adverse Change; (e) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment and all related agreements, instruments, and documents to which such Loan Party is a party, that such actions were duly authorized by all necessary corporate or company action and that the officers executing this Amendment and any related agreements, instruments or documents on its behalf were similarly authorized and empowered, and that neither this Amendment, Amendment or any related agreements, instruments, or documents contravenes any provisions of its Articles of Incorporation or Certificate of Formation, as applicable and Bylaws or Operating Agreement, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (f) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered by such Loan Party in connection herewith, are valid, binding and enforceable in accordance with their respective terms. terms; and (g) represents and warrants that the Asset Acquisition constitutes a Permitted Acquisition under the Credit Agreement, and accordingly that the Borrowers' Pro-Forma Leverage Ratio, on a pro forma basis after giving effect to the Asset Acquisition, is less than or equal to 2.75 to 1.0 as of the most recent fiscal quarter end for the trailing 12 month period then ending. 3 5. Security Interest. As security for the payment and performance of the Obligations, and satisfaction by the Loan Parties of all covenants and undertakings contained in the Credit Agreement, the Loan Documents and the Existing Financing Agreements (as modified in connection herewith), each of the Loan Parties reconfirms the prior grant of the security interest in and first priority, perfected lien in favor of Administrative Agent, for its benefit and the ratable benefit of each Lender, upon and to, all of its right, title and interest in and to the Collateral, whether now owned or hereafter acquired, created or arising and wherever located. Joining Borrower hereby agrees that the Administrative Agent and the Lenders and any IRH Provider shall have, and Joining Borrower hereby grants to and creates in favor of PNC Bank, National Association, in its capacity as Administrative Agent, for its benefit and the ratable benefit of each Lender and IRH Provider (as defined in the Security Agreement), a continuing first priority, perfected lien and security interest in and upon the Collateral (as defined in the Security Agreement) of Joining Borrower, whether now owned or hereafter acquired or arising and wherever located. View More

Representation and Warranty. Each Loan Party Borrower hereby: (a) reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof as if made on and as of the date hereof, in each case other than except for representations and warranties that relate which related exclusively to a specific an earlier date, which shall be true and corr...ect in all respects as of such earlier date; (b) reaffirms all of the covenants contained in the Credit Agreement and Loan Agreement, covenants to abide thereby until all Loans, Advances, Obligations and other liabilities of Loan Parties Borrowers to Administrative Agent and Lenders, Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Administrative Agent and Lenders; (c) represents and warrants that after giving effect to this Amendment, no Potential Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; 4 (d) represents and warrants that since September 30, 2014, no event or development has occurred which has had or is reasonably likely to have a Material Adverse Change; (e) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment and all related agreements, instruments, and documents to which such Loan Party is a party, Amendment, that such actions were duly authorized by all necessary corporate or company action and that the officers executing this Amendment and any related agreements, instruments or documents on its behalf were similarly authorized and empowered, and that neither this Amendment, or any related agreements, instruments, or documents contravenes Amendment does not contravene any provisions of its Articles articles of Incorporation incorporation, bylaws or Certificate of Formation, as applicable and Bylaws or Operating Agreement, as applicable, other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (f) (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered by such Loan Party in connection herewith, herewith are valid, binding and enforceable in accordance with their respective terms. terms except as such enforceability may be limited by equitable principles or any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. View More

Representation and Warranty. Each Loan Party Borrower hereby: (a) reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof as if made on and as of the date hereof, in each case other than except for representations and warranties that relate which related exclusively to a specific an earlier date, which shall be true and corr...ect in all respects as of such earlier date; (b) reaffirms all of the covenants contained in the Credit Agreement and Loan Agreement, covenants to abide thereby until all Loans, Advances, Obligations and other liabilities of Loan Parties Borrowers to Administrative Agent and Lenders, Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Administrative Agent and Lenders; (c) represents and warrants that after giving effect to this Amendment, no Potential Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; 3 (d) represents and warrants that since September 30, 2014, no event or development has occurred which has had or is reasonably likely to have a Material Adverse Change; (e) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment and all related agreements, instruments, and documents to which such Loan Party is a party, Amendment, that such actions were duly authorized by all necessary corporate or company action and that the officers executing this Amendment and any related agreements, instruments or documents on its behalf were similarly authorized and empowered, and that neither this Amendment, or any related agreements, instruments, or documents contravenes Amendment does not contravene any provisions of its Articles articles of Incorporation incorporation, bylaws or Certificate of Formation, as applicable and Bylaws or Operating Agreement, as applicable, other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (f) (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered by such Loan Party in connection herewith, herewith are valid, binding and enforceable in accordance with their respective terms. terms except as such enforceability may be limited by equitable principles or any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. View More

Representation and Warranty. Each Loan Party Borrower hereby: (a) reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof as if made on and as of the date hereof, in each case other than except for representations and warranties that relate which related exclusively to a specific an earlier date, which shall be true and corr...ect in all respects as of such earlier date; (b) reaffirms all of the covenants contained in the Credit Agreement and Loan Agreement, covenants to abide thereby until all Loans, Advances, Obligations and other liabilities of Loan Parties Borrowers to Administrative Agent and Lenders, Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Administrative Agent and Lenders; 10 (c) represents and warrants that no Potential Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that since September 30, 2014, no event or development has occurred which has had or is reasonably likely to have a Material Adverse Change; (e) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment and all related agreements, instruments, and documents to which such Loan Party is a party, Amendment, that such actions were duly authorized by all necessary corporate or company action and that the officers executing this Amendment and any related agreements, instruments or documents on its behalf were similarly authorized and empowered, and that neither this Amendment, or any related agreements, instruments, or documents contravenes Amendment does not contravene any provisions of its Articles articles of Incorporation incorporation, bylaws or Certificate of Formation, as applicable and Bylaws or Operating Agreement, as applicable, other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (f) (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered by such Loan Party in connection herewith, herewith are valid, binding and enforceable in accordance with their respective terms. terms except as such enforceability may be limited by equitable principles or any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. View More

Representation and Warranty. Each Loan Party Borrower hereby: (a) reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof as if made on and as of the date hereof, in each case other than except for representations and warranties that relate which related exclusively to a specific an earlier date, which shall be true and corr...ect in all respects as of such earlier date; (b) reaffirms all of the covenants contained in the Credit Agreement and Loan Agreement, covenants to abide thereby until all Loans, Advances, Obligations and other liabilities of Loan Parties Borrowers to Administrative Agent and Lenders, Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Administrative Agent and Lenders; (c) represents and warrants that after giving effect to this Amendment, no Potential Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that since September 30, 2014, no event or development has occurred which has had or is reasonably likely to have a Material Adverse Change; (e) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment and all related agreements, instruments, and documents to which such Loan Party is a party, Amendment, that such actions were duly authorized by all necessary corporate or company action and that the officers executing this Amendment and any related agreements, instruments or documents on its behalf were similarly authorized and empowered, and that neither this Amendment, or any related agreements, instruments, or documents contravenes Amendment does not contravene any provisions of its Articles articles of Incorporation incorporation, bylaws or Certificate of Formation, as applicable and Bylaws or Operating Agreement, as applicable, other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (f) (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered by such Loan Party in connection herewith, herewith are valid, binding and enforceable in accordance with their respective terms. terms except as such enforceability may be limited by equitable principles or any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally. View More

Representation and Warranty. Each Loan Party hereby: (a) reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof, in each case other than representations and warranties that relate to a specific date; (b) reaffirms all of the covenants contained in the Credit Agreement and covenants to abide thereby until all Loans, Obligations a...nd other liabilities of Loan Parties to Administrative Agent and Lenders, of whatever nature and whenever incurred, are satisfied and/or released by Administrative Agent and Lenders; (c) represents and warrants that no Potential Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that since September 30, 2014, no event or development has occurred which has had or is reasonably likely to have a Material Adverse Change; (e) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment Amendment, the A&R Note (as defined below), and all related agreements, instruments, and documents to which such Loan Party is a party, that such actions were duly authorized by all necessary corporate or company action and that the officers executing this Amendment Amendment, the A&R Note and any related agreements, instruments or documents on its behalf were similarly authorized and empowered, and that neither this Amendment, the A&R Note, or any related agreements, instruments, or documents contravenes any provisions of its Articles of Incorporation or Certificate of Formation, as applicable Formation and Bylaws or Operating Agreement, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (f) represents and warrants that this Amendment Amendment, the A&R Note, and all assignments, instruments, documents, and agreements executed and delivered by such Loan Party in connection herewith, are valid, binding and enforceable in accordance with their respective terms. View More

Representation and Warranty. Each Loan Party hereby: (a) reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Agreement and all of the other Existing Financing Agreements (as modified in connection herewith) and confirms that all are true and correct in all material respects as of the date hereof, in each case other than representations and warranties that relate to a specific date; (b) reaffirms all of the covenants contained in the Credit Agreement Agreement, and covenants... to abide thereby until all Loans, Obligations and other liabilities of Loan Parties to Administrative Agent and Lenders, of whatever nature and whenever incurred, are satisfied and/or released by Administrative Agent and Lenders; (c) represents and warrants that no Potential Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that since September 30, December 31, 2014, no event or development has occurred which has had or is reasonably likely to have a Material Adverse Change; (e) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment and all related agreements, instruments, and documents to which such Loan Party is a party, that such actions were duly authorized by all necessary corporate or company action and that the officers executing this Amendment and any related agreements, instruments or documents on its behalf were similarly authorized and empowered, and that neither this Amendment, Amendment or any related agreements, instruments, or documents contravenes any provisions of its Articles of Incorporation or Certificate of Formation, as applicable and Bylaws or Operating Agreement, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (f) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered by such Loan Party in connection herewith, are valid, binding and enforceable in accordance with their respective terms. 4 4. Security Interest. As security for the payment and performance of the Obligations, and satisfaction by the Loan Parties of all covenants and undertakings contained in the Credit Agreement, the Loan Documents and the Existing Financing Agreements (as modified in connection herewith), each of the Loan Parties reconfirms the prior grant of the security interest in and first priority, perfected lien in favor of Administrative Agent, for its benefit and the ratable benefit of each Lender, upon and to, all of its right, title and interest in and to the Collateral, whether now owned or hereafter acquired, created or arising and wherever located. View More