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, 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 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 3 (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, 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 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, each of the Borrower and the Parent each other 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 representations and warranties set forth made by each of the Borrower and each other Loan Party in Article V of the Credit Agreement Agreement, and in each of the other Loan Documents to which i...t 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 such representations and warranties are 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. date; (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 No Default or Event of Default has occurred and is continuing. continuing or will exist after giving effect to this Amendment; (c) Since the date of the most recent financial reports of the Borrower delivered pursuant to Section 6.01 of the Credit 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; and (d) This Amendment has been duly authorized, executed and delivered by the Borrower and each other Loan Party and constitutes the legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with its terms, subject to effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 6 7. Entire Agreement. This Amendment, together with 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 any other party 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 11.01 of the Credit Agreement. 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 and the Parent represents and warrants to the Administrative Agent and the such 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 it in Article V of the Credit Agreement Agreement, and by each Loan Party in each of the Loan Documents to which such Loan Party is a party, are tr...ue 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 such representations and warranties are true and correct in all material respects as of such earlier date, and (iii) for date; (b) Since the purposes date 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 or could reasonably be expected to have a Material Adverse Effect; (c) This Amendment Agreement has been duly authorized, executed and delivered by each of the Borrower 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 Person, 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 equity; and (d) No Default or Event of Default has occurred and is continuing. continuing under the Credit Agreement or any other Loan Document. View More
Representation and Warranty. In order to induce the Administrative Agent and the Lenders Lender to enter into this Amendment, each of the Borrower and the Parent represents Guarantors represent and warrants warrant to the Administrative Agent and Lender as of the Lenders date hereof as follows: (a) At the time of and immediately after giving effect to this Amendment, the The representations and warranties set forth made by the Borrower in Article V of the Credit Agreement and of each Loan Party 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 (other than those representations and as of the date hereof except that (i) if a qualifier relating to warranties which are qualified by materiality, Material Adverse Effect or a similar concept applies, such representation which shall be true and correct in all respects, (ii) respects) on and as of the date hereof, 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 have been true and correct on and as of such earlier date, and (iii) for date; (b) Since the purposes date of this Amendment, the representations and warranties contained in most recent financial reports of the Borrower delivered pursuant to Section 5.04 5.05(a) of the Credit Agreement shall 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 deemed expected to refer to the most recent statements furnished pursuant to Section 6.01 of have a Material Adverse Effect (as defined in the Credit Agreement. (b) Agreement, as amended by this Amendment); and 4 (c) This Amendment has been duly authorized, executed and delivered by each of the Borrower and the Parent. This Amendment 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 Default or Event of Default has occurred and is continuing. generally. 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 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 Borrower 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 hereof excep...t (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 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 and the Lenders to enter into this Amendment, each of Agreement, the Borrower and the Parent represents and warrants to the Administrative Agent and the such 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 it in Article V of the Credit Agreement Agreement, and by each Loan Party in each of the Loan Documents to which such Loan Party is a party, are tr...ue 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 such representations and warranties are true and correct in all material respects as of such earlier date, and (iii) for date; (b) Since the purposes date 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 or could reasonably be expected to have a Material Adverse Effect; (c) This Amendment Agreement has been duly authorized, executed and delivered by each of the Borrower 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 Person, 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) equity; and (d) After giving effect to this Amendment, Agreement, no Default or Event of Default has occurred and is continuing. continuing under the Credit Agreement or any other Loan Document. 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 each other 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 representations and warranties set forth made by each of the Borrower and each other Loan Party in Article V of the Credit Agreement Agreement, and in each of the other Loan Documents to which i...t 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 such representations and warranties are 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. date; (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 No Default or Event of Default has occurred and is continuing. continuing or will exist after giving effect to this Amendment; (c) Since the date of the most recent financial reports of the Borrower delivered pursuant to Section 6.01 of the Credit 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; and (d) This Amendment has been duly authorized, executed and delivered by the Borrower and each other Loan Party and constitutes the legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with its terms, subject to effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). View More
Representation and Warranty. In order to induce the Administrative Agent Agent, the Lenders, the Swing Line Lender and the Lenders L/C Issuer to enter into this Amendment, each of the Borrower and the Parent represents and warrants to the Administrative Agent Agent, the Swing Line Lender, such Lenders and the Lenders L/C Issuer as follows: (a) At the time of and immediately after giving effect to this Amendment, the The representations and warranties set forth made by it in Article V of the Credit Agreement Agreement, and b...y each Loan Party in each of the 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, materiality or Material Adverse Effect or a similar concept applies, such representation shall be or warranty is true and correct in all respects, respects and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they were are true and correct in all material respects as of such earlier date, date (except that if a qualifier relating to materiality or Material Adverse Effect applies, such representation or warranty is true and (iii) for correct in all respects as of such earlier date). (b) Since the purposes date 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 Borrower 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) This Amendment has been duly authorized, executed and delivered by each of the Borrower and the Parent. This Amendment Subsidiary 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 Person, 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 or will exist after giving effect to this Amendment. View More
Representation and Warranty. In order to induce the Administrative Agent and the Lenders party hereto to enter into this Amendment, each of the Borrower and the Parent hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof as follows: (a) At Such Borrower is duly authorized to execute and deliver this Amendment and is duly authorized to perform its obligations under the time Credit Agreement and the other Loan Documents to which it is a party. (b) The execution and delivery of this ...Amendment by such Borrower does not and immediately will not (i) contravene the terms of the Organization Documents of such Borrower; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (x) any Contractual Obligation to which such Borrower is a party (other than Liens created under the Loan Documents in favor of the Administrative Agent for the ratable benefit of the Secured Parties (as defined in the Security Agreement) or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Borrower or its property is subject; or (iii) violate any applicable Law. (c) This Amendment is a legal, valid, and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (d) As of the Fifth Amendment Effective Date and after giving effect to this Amendment, the representations and warranties set forth of the Lead Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, (i) which are qualified by materiality shall be true and correct in all material respects on correct, and as of the date hereof except that (i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation (ii) which are not qualified by materiality shall be true and correct in all material respects, (ii) in each case, on and as of the Fifth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were shall be true and correct, or true and correct in all material respects, as the case may be, 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 be deemed to refer to the most recent consolidated statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (b) This Amendment has been duly executed and delivered by each 9 (e) As of the Fifth Amendment Effective Date and after giving effect to this Amendment, each Borrower has complied with and the Parent. This Amendment constitutes a legal, valid and binding obligation of each is in compliance with all of the Borrower covenants set forth in the Credit Agreement, including those set forth in Article VI and Article VII of the Parent enforceable against Credit Agreement. (f) As of the Borrower Fifth Amendment Effective Date, both immediately before 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 after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. continuing or would result herefrom. View More
