Representation and Warranty Clause Example with 36 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. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each of the Borrower and the Parent represents and warrants to the Administrative Agent and the Lenders as follows: (a) At the time of and immediately after giving effect to this Amendment, the representations and warranties set forth in Article V of the Credit Agreement are true and correct in all material respects on and as of the date hereof except that (i) if a qualifier relating to materiality, Materia...l Adverse Effect or a similar concept applies, such representation shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, and (iii) for the purposes of this Amendment, the representations and warranties contained in Section 5.04 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01 of the Credit Agreement. (b) This Amendment has been duly executed and delivered by each of the Borrower and the Parent. This Amendment constitutes a legal, valid and binding obligation of each of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws or similar Laws affecting the enforcement of creditors' rights generally and by general principles of equity. (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.View More
Variations of a "Representation and Warranty" Clause from Business Contracts
Representation and Warranty. In order to induce the Administrative Agent and the Lenders party hereto to enter into this Amendment, Agreement, each of the Borrower and the Parent Loan Party represents and warrants to the Administrative Agent and the Lenders as follows: (a) At the time of and immediately after giving effect to this Amendment, the The representations and warranties set forth made by or with respect to each Loan Party in Article V of the Credit Agreement and in each of the other Loan Documents to which such Lo...an Party is a party are true and correct in all material respects on and as of the date hereof hereof, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date in which case they were are true and correct as of such earlier date, and (iii) for date; (b) The Persons appearing as Subsidiary Guarantors on the purposes of signature pages to this Amendment, Agreement constitute all Persons who are required to be Subsidiary Guarantors pursuant to the representations and warranties contained in Section 5.04 terms of the Credit Agreement shall be deemed and the other Loan Documents, including without limitation all Persons who became Subsidiaries or were otherwise required to refer to become Subsidiary Guarantors after the most recent statements furnished pursuant to Section 6.01 of the Credit Agreement. (b) Closing Date, and each such Person has executed and delivered a Subsidiary Guaranty; (c) This Amendment Agreement has been duly authorized, executed and delivered by each of the Borrower Borrowers and the Parent. This Amendment Guarantors party hereto and constitutes a legal, valid and binding obligation of each of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, such party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws moratorium or similar Laws law affecting the enforcement of creditors' rights generally generally; and by general principles of equity. (c) After giving effect to this Amendment, no (d) No Default or Event of Default has occurred and is continuing. continuing either immediately prior to or immediately after the effectiveness of this Agreement. 6 5. FATCA Certification. Solely for purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, each Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a "grandfathered obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). View More
Representation and Warranty. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, Agreement, each of the Borrower and the Parent Loan Party represents and warrants to the Administrative Agent and the Lenders as follows: (a) At the time of and immediately after giving effect to this Amendment, the The representations and warranties set forth made by each Loan Party in Article V of the Credit Agreement and in each of the other Loan Documents to which such Loan Party is a party are true and... correct in all material respects on and as of the date hereof hereof, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date in which case they were are true and correct as of such earlier date, and (iii) for the purposes of this Amendment, except that the representations and warranties contained in subsections (a) and (b) of Section 5.04 5.05 of the Credit Agreement shall will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement. Agreement; (b) The Persons appearing as Subsidiary Guarantors on the signature pages to this Agreement constitute all Persons who are required to be Subsidiary Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons who became Subsidiaries or were otherwise required to become Subsidiary Guarantors after the Closing Date, and each of such Persons has become and remains a party to a Subsidiary Guaranty as a guarantor thereunder; 3 (c) This Amendment Agreement has been duly authorized, executed and delivered by the Company and each of the Borrower other Loan Parties party hereto and the Parent. This Amendment constitutes a legal, valid and binding obligation of each of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, such party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws moratorium or similar Laws law affecting the enforcement of creditors' rights generally generally; and by general principles of equity. (c) After giving effect to this Amendment, no (d) No Default or Event of Default has occurred and is continuing. View More
Representation and Warranty. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, Agreement, each of the Borrower and the Parent Loan Party represents and warrants to the Administrative Agent and the Lenders as follows: (a) At the time of and immediately after giving effect to this Amendment, the The representations and warranties set forth made by each Loan Party in Article V of the Credit Agreement and in each of the other Loan Documents to which such Loan Party is a party are true and... correct in all material respects on and as of the date hereof hereof, both before and after giving effect to this Agreement, in each case 3 except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date in which case they were are true and correct as of such earlier date, and (iii) for the purposes of this Amendment, except that the representations and warranties contained in subsections (a) and (b) of Section 5.04 5.05 of the Credit Agreement shall will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement. Agreement; (b) The Persons appearing as Subsidiary Guarantors on the signature pages to this Agreement constitute all Persons who are required to be Subsidiary Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons who became Subsidiaries or were otherwise required to become Subsidiary Guarantors after the Closing Date, and each of such Persons has become and remains a party to a Subsidiary Guaranty as a guarantor thereunder; (c) This Amendment Agreement has been duly authorized, executed and delivered by the Company and each of the Borrower other Loan Parties party hereto and the Parent. This Amendment constitutes a legal, valid and binding obligation of each of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, such party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws moratorium or similar Laws law affecting the enforcement of creditors' rights generally generally; and by general principles of equity. (c) After giving effect to this Amendment, no (d) No Default or Event of Default has occurred and is continuing. View More
Representation and Warranty. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each of Agreement, the Borrower Borrowers represent and the Parent represents and warrants warrant to the Administrative Agent and the Lenders as follows: (a) At the time of and immediately after giving effect to this Amendment, the The representations and warranties set forth made by each Obligated Party in Article V of the Credit Agreement and in each of the other Loan Documents to which such Obligated Pa...rty is a party are true and correct in all material respects on and as of the date hereof hereof, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they were true and correct as date; (b) Since the date of such earlier date, and (iii) for the purposes of this Amendment, the representations and warranties contained in Section 5.04 of the Credit Agreement shall be deemed to refer to the most recent statements furnished financial reports of the Company and its Subsidiaries delivered pursuant to Section 6.01 of the Credit Agreement. (b) Agreement, no act, event, condition or circumstance has occurred or arisen which, singly or in the aggregate with one or more other acts, events, occurrences or conditions (whenever occurring or arising), has had or could reasonably be expected to have a Material Adverse Effect; (c) The Persons appearing as Guarantors on the signature pages to this Agreement constitute all Persons who are required to be Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons who became 4 Subsidiaries or were otherwise required to become Guarantors after the Effective Date of the Credit Agreement, and each of such Persons has become and remains a party to a Guaranty as a Guarantor; (d) This Amendment Agreement has been duly authorized, executed and delivered by each of the Borrower Borrowers and the Parent. This Amendment Guarantors party hereto and constitutes a legal, valid and binding obligation of each of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, such parties, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws moratorium or similar Laws law affecting the enforcement of creditors' rights generally generally; and by general principles of equity. (c) After giving effect to this Amendment, no (e) No Default or Event of Default has occurred and is continuing. View More
Representation and Warranty. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, Agreement, each of the Borrower and the Parent Loan Party represents and warrants to the Administrative Agent and the Lenders as follows: (a) At the time Each of and immediately after giving effect to this Amendment, the representations and warranties set forth in Article V of made by any Loan Party pursuant to the Credit Agreement are or any other Loan Document (or in any amendment, modification or supplem...ent thereto) to which it is a party, and each of the representations and warranties contained in any certificate furnished at 9 any time by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, is (except to the extent that they relate to a particular date, in which case they shall remain true and correct as of such particular date) true and correct in all material respects (or in all respects if otherwise already qualified by materiality or Material Adverse Effect) on and as of the date hereof except that (i) as if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be true made on and correct in all respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, and (iii) the date hereof; provided that for the purposes of this Amendment, Section 6(a), the representations and warranties contained in Section 5.04 subsection 5.1 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01 subsection 7.1(a) and (b) of the Credit Agreement. Agreement, respectively. (b) The Persons appearing as Subsidiary Guarantors on the signature pages to this Agreement constitute all Persons who are required to be Subsidiary Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents. (c) This Amendment Agreement has been duly authorized, executed and delivered by each of Intermediate Holding, the Borrower and the Parent. This Amendment Subsidiary Guarantors and constitutes a legal, valid and binding obligation of each of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, such parties, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws moratorium or similar Laws law affecting the enforcement of creditors' rights generally and by general principles of equity. (c) After giving effect to this Amendment, no generally. (d) No Default or Event of Default has occurred and is continuing. continuing or will exist after giving effect to this Agreement and the amendments contemplated hereby. View More
Representation and Warranty. In order to induce the Administrative Agent, the Collateral Agent and the Consenting Lenders to enter into this Amendment, Agreement, each of the Borrower and the Parent Loan Party represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders as follows: (a) At the time of and immediately after giving effect to this Amendment, the The representations and warranties set forth made by each Loan Party in Article V of the Credit Agreement and in each of the other Loan Doc...uments to which such Loan Party is a party are true and correct in all material respects on and as of the date hereof hereof, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date in which case they were are true and correct in all material respects as of such earlier date, and (iii) for the purposes of this Amendment, except that the representations and warranties contained in subsections (a) and (b) of Section 5.04 5.05 of the Amended Credit Agreement shall will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Amended Credit Agreement. Agreement; (b) The Persons appearing as Guarantors on the signature pages to this Amendment constitute all Persons who are required to be Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons who became Subsidiaries or were otherwise required to become Guarantors after the Closing Date, and each of such Persons has become and remains a party to a Guaranty as a guarantor thereunder; 3 (c) This Amendment has been duly authorized, executed and delivered by each of the Borrower other Loan Parties party hereto and the Parent. This Amendment constitutes a legal, valid and binding obligation of each of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, such party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws moratorium or similar Laws law affecting the enforcement of creditors' rights generally generally; and by general principles of equity. (c) After giving effect to this Amendment, no (d) No Default or Event of Default has occurred and is continuing. View More
Representation and Warranty. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each of the Borrower and the Parent LYB Party represents and warrants to the Administrative Agent and the Lenders as follows: (a) At the time of and immediately after giving effect to this Amendment, the The representations and warranties set forth made by each LYB Party in Article V IV of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date h...ereof except (except that (i) if a qualifier relating any representation and warranty that is qualified by materiality shall to materiality, Material Adverse Effect or a similar concept applies, such representation shall the extent so qualified be true and correct in all respects, (ii) respects), except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they were such representations and warranties shall be true and correct in all material respects as of such earlier date, date (except that any representation and (iii) for warranty that is qualified by materiality shall to the purposes of this Amendment, extent so qualified be true and correct in all respects), except that the representations and warranties contained in Section 5.04 of the Credit Agreement 4.04 shall be deemed to refer to the most recent statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement. 5.01; (b) This Amendment has been duly authorized, executed and delivered by each of the Borrower LYB Party and the Parent. This Amendment constitutes a legal, valid and binding obligation of each of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, except as may be limited by such parties, subject to applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws moratorium or other similar Laws laws generally affecting the enforcement rights of creditors' rights generally creditors, and by general subject to equitable principles of equity. general application; and (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. continuing, or would result from the effectiveness of this Amendment. 3 4. Entire Agreement. This Amendment, together with all the Loan Documents (collectively, the "Relevant Documents"), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 9.10 of the Credit Agreement. This Agreement shall constitute a "Loan Document" under and as defined in the Credit Agreement. View More
Representation and Warranty. In order to induce the Administrative Agent, the Collateral Agent and the Consenting Lenders to enter into this Amendment, Agreement, each of the Borrower and the Parent Loan Party represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders as follows: (a) At the time of and immediately after giving effect to this Amendment, the representations and warranties set forth made by each Loan Party in Article V of the Existing Credit Agreement and in each of the other Loa...n Documents to which such Loan Party is a party are true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of the date hereof hereof, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date in which case they were are true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) as of such earlier date, and (iii) for the purposes of this Amendment, except that the representations and warranties contained in subsections (a) and (b) of Section 5.04 5.05 of the Credit Agreement shall will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement. Agreement; (b) This the Persons appearing as Guarantors on the signature pages to this Amendment constitute all Persons who are required to be Guarantors pursuant to the terms of the Credit Agreement (other than AFI Australia) and the other Loan Documents, including without limitation all Persons who became Subsidiaries or were otherwise required to become Guarantors after the Closing Date, and each of such Persons has become and remains a party to a Guaranty as a guarantor thereunder; (c) this Amendment has been duly authorized, executed and delivered by each of the Borrower other Loan Parties party hereto and the Parent. This Amendment constitutes a legal, valid and binding obligation of each of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, such party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws moratorium or similar Laws law affecting the enforcement of creditors' rights generally generally; and by general principles of equity. (c) After (d) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. View More
Representation and Warranty. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, Agreement, each of the Borrower and the Parent represents and warrants to the Administrative Agent and the Lenders as follows: (a) At the time each of and immediately after giving effect to this Amendment, the representations and warranties set forth made by such Borrower in Article V IV of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except if any repr...esentation and warranty is qualified by materiality, in which case it is true and correct in all respects) on and as of the date hereof after giving effect to this Agreement, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they were such representations and warranties are true and correct in all material respects (except if any representation and warranty that is qualified by materiality, in which case it is true and correct in all respects) as of such earlier date, and (iii) for the purposes of date; (b) this Amendment, the representations and warranties contained in Section 5.04 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01 of the Credit Agreement. (b) This Amendment has been duly authorized, executed and delivered by each of the such Borrower and the Parent. This Amendment constitutes a legal, valid and binding obligation of each of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, such Borrower, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws moratorium or similar Laws law affecting the enforcement of creditors' rights generally generally; and by general principles of equity. (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. continuing and, after giving effect to this Agreement, no Default or Event of Default will occur. View More
Representation and Warranty. In order to induce the Administrative Agent, the Collateral Agent and the Consenting Lenders to enter into this Amendment, Agreement, each of the Borrower and the Parent Loan Party represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders as follows: (a) At the time of and immediately after giving effect to this Amendment, the representations and warranties set forth made by each Loan Party in Article V of the Existing Credit Agreement (as amended hereby and as ot...herwise amended, restated, supplemented or modified from time to time in accordance with its terms, the "Credit Agreement") and in each of the other Loan Documents to which such Loan Party is a party are true and correct in all material respects on and as of the date hereof hereof, except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be true and correct in all respects, (ii) to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date in which case they were are true and correct in all material respects as of such earlier date, and (iii) for the purposes of this Amendment, except that the representations and warranties contained in subsections (a) and (b) of Section 5.04 5.05 of the Credit Agreement shall will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement. Agreement; (b) This the Persons appearing as Guarantors on the signature pages to this Amendment constitute all Persons who are required to be Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons who became Subsidiaries or were otherwise required to become Guarantors after the Closing Date, and each of such Persons has become and remains a party to a Guaranty as a guarantor thereunder; (c) this Amendment has been duly authorized, executed and delivered by each of the Borrower other Loan Parties party hereto and the Parent. This Amendment constitutes a legal, valid and binding obligation of each of the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, such party, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws moratorium or similar Laws law affecting the enforcement of creditors' rights generally generally; and by general principles of equity. (c) After 4 (d) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. View More
