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 to enter into this Amendment, each of Amendment and to effect the Commitment Increase, the Borrower and the Parent represents and warrants to the Administrative Agent and the Lenders as follows: (a) At the time of Lenders, both before and immediately after giving effect to this Amendment, Amendment and the Commitment Increase, as follows: (a) before and after giving effect to such Commitment Increase, the representations and warranties ...set forth contained in Article V of the Credit Agreement and the other Loan Documents 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 to an earlier date, in which case they were are true and correct as of such earlier date, and (iii) except that for the purposes of this Amendment, hereof, 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 statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. 6.01; (b) This 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 2 (c) 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 Company 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 the Company in Article V VI of the Credit Agreement 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 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 authorized, executed and delivered by each of the Company and 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. 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 Company 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 the Company in Article V of the Credit Agreement are true and correct in all material respects on and as of the date hereof hereof, except that (i) if a qu...alifier 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 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 authorized, executed and delivered by each of the Borrower Company and the Parent. This Amendment Borrowers 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, 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. 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 Company 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 the Company in Article V of the Credit Agreement are true and correct in all material respects on and as of the date hereof hereof, except that (i) if a qu...alifier 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 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 authorized, executed and delivered by each of the Company and 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. 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 Company represents and warrants to the Administrative Agent and the Lenders as follows: (a) At the time of Lenders, both before and immediately after giving effect to this Amendment, as follows: (a) the representations and warranties set forth contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and a...s 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 to an earlier 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 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 Borrower Company 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 Company, 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 under the Credit Agreement 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 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 of the Borrower contained in Article V of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof e...xcept that (i) 129661568_3 (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be or warranty is 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 to an earlier date, in which case they were are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty is true and correct in all respects) as of such earlier date, date and (iii) for the purposes of this Amendment, except that the representations and warranties contained in Section 5.04 of the Credit Agreement 5.11(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01 6.01. (b) Since the date of the Credit Agreement. (b) Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that 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 by, and the Parent. This Amendment constitutes a legal, valid and binding obligation of each of of, the Borrower and the Parent enforceable against the Borrower and the Parent in accordance with its terms, 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 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 as of the date hereof or would result after giving effect to this Amendment and the transactions contemplated hereby. 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 Company represents and warrants to the Administrative Agent and the Lenders as follows: (a) At the time of and immediately after After giving effect to this Amendment, the representations and warranties set forth contained in Article V of the Credit Agreement and in each other Loan Document 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 to an earlier 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 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, and (ii) no Default exists. (b) Since the date of the Audited Financial Statements, no act, event, condition or circumstance has occurred or arisen which, individually or in the aggregate, 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 Company 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, Company, 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 The Borrower and the Parent represents and warrants to that as of the Administrative Agent Amendment Effective Date before and the Lenders as follows: (a) At the time of and immediately after giving effect to this Amendment, Amendment: (a)This Amendment has been duly authorized, executed and delivered by the Borrower, and this Amendment and the Credit Agreement as modified hereby each constitute...s a legal, valid and binding obligation of the Borrower enforceable in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors' rights or by general principles of equity, regardless of whether considered in a proceeding in equity or at law; (b)No Default exists; and (c)The representations and warranties of the Borrower set forth in Article V of the Credit Agreement are true and correct in all material respects on and as of the date hereof such date, 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 to an earlier date, in which case they were are true and correct in all material respects as of such earlier date, provided that in each case, such materiality qualifier is not applicable to any representations and (iii) for warranties that already are qualified or modified by materiality in the purposes of this Amendment, text thereof, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.04 5.06 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of 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
Representation and Warranty. In order to induce the Administrative Agent Agent, the Swingline Lender and the Lenders to enter into this Amendment, each of the Borrower and the Parent represents and warrants to the Administrative Agent Agent, the Swingline Lender 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 it in Article V Section 5 of the Credit Agreement are true and correct in all material respects on and as o...f 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, (ii) to the extent that if such representations and warranties representation or warranty specifically refer refers to an earlier date, in which case they were such representation or warranty is 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 correct in all respects as of such earlier date) and (iii) for the purposes of this Amendment, the representations and warranties contained in Section 5.04 5.9 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)(i) and (ii), respectively, of Section 6.01 6.6 of the Credit Agreement. Agreement; 2 (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, 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 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 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 such Borrower in Article V of the Credit Agreement are are, in each case, true and correct in all material respects on and as of the date hereof hereof, except tha...t (i) if a qualifier relating in the case of the representations and warranties qualified or modified as to materiality, Material Adverse Effect or a similar concept applies, materiality in the text thereof, such representation representations and warranties 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 are true and correct in all material respects as of such earlier date, date and (iii) for the purposes of this Amendment, 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 statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement. Agreement; (b) This Amendment has been duly authorized, executed and delivered by each of the Borrower 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 applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws moratorium or similar Laws affecting the enforcement of laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability; and by general principles of equity. (c) After Both before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. View More
