Representation and Warranty Clause Example with 4 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. Each Pledgor hereby represents and warrants as follows: a. Description of Ownership Interests. The Ownership Interests in each of its Subsidiaries are fully paid. Such Ownership Interests constitute all of the issued and outstanding Ownership Interests of the Subsidiary owned beneficially or of record by such Pledgor. b. Ownership of Collateral. (i) Such Pledgor has a valid and enforceable legal right to receive the Collateral, free and clear of, and subject to no pledges, Liens, security intere...sts, charges, options, restrictions or other encumbrances, except the pledge and security interest created by this Agreement, Permitted Encumbrances (as defined in the Credit Agreement) and any restrictions set forth in the organizational documents of each Subsidiary, and (ii) such Pledgor has the legal capacity to execute, deliver and perform Pledgor's obligations under this Agreement and to pledge and grant a security interest in all of the Collateral. c. Governmental Authorizations. No authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority is required for either (i) the pledge by such Pledgor of the Collateral pursuant to this Agreement and the grant by such Pledgor of the security interest granted hereby, (ii) the execution, delivery, or performance of this Agreement by such Pledgor, or (iii) the exercise by the Administrative Agent of the voting or other rights, or the remedies in respect of the Collateral provided for in this Agreement (except as may be required in connection with a disposition of Collateral by laws affecting the offering and sale of securities generally). d. Securities. Such Pledgor acknowledges and agrees that the Collateral is not "securities" under any federal investment company laws or federal or state securities laws. None of the Collateral is dealt with or traded on any securities exchanges or in any securities markets. e. Creation, Perfection and Priority of Security Interest. By reason of the acts taken by such Pledgor, the Administrative Agent has a first priority, perfected security interest in the Collateral, and no further or additional acts are required to create and perfect the Administrative Agent's security interest in and lien on the Collateral, and the security interest in and the lien on the Collateral securing the Administrative Agent is superior in right and priority to any rights or claims of any other Person. This Agreement constitutes an authenticated record, and the Administrative Agent is authorized at all times to file any and all UCC financing statements determined by the Administrative Agent to be necessary or desirable to perfect its security interest in the Collateral. f. No Other Financing Statements. Other than the UCC financing statements delivered and filed by such Pledgor or Administative Agent in connection with securing the Collateral, there is no financing statement (or similar statement or registration under the laws of any jurisdiction) now on file or registered in any public office covering any interest of such Pledgor or any other Person in the Collateral or intended so to be. g. Other Information. All information heretofore, herein or hereafter supplied to the Administrative Agent by such Pledgor with respect to the Collateral is accurate and complete in all material respects. View More
Found in Strategic Storage Trust II, Inc. contract

Variations of a "Representation and Warranty" Clause from Business Contracts

Representation and Warranty. Each Pledgor hereby represents and warrants as follows: a. Description of Ownership Interests. The Ownership Interests in each of its Subsidiaries are fully paid. Such Ownership Interests constitute all (a) Exhibit A attached hereto completely and accurately identifies, as of the Closing Date, (i) the number of issued and outstanding Ownership Interests equity interests of each Issuer held by each Pledgor and (ii) the percentage of each Pledgor's ownership of the Subsidiary owned beneficially ag...gregate issued and outstanding equity interests of each Issuer. Each Pledged Security has been duly and validly authorized and issued to each Pledgor and, if applicable, is fully paid and non-assessable. (b) The delivery of the Pledged Securities to Administrative Agent pursuant to this Agreement (and, with respect to Pledged Securities consisting of membership interests or partnership interests that are not "securities" under Article 8 of record by the UCC, the filing in the appropriate filing office of a UCC financing statement describing the same as collateral), is effective to create a valid and perfected first priority security interest in the Pledged Collateral, free of any adverse claim, securing the payment of the Obligations. Subject only to the consummation of the delivery described in the immediately preceding sentence (and, if applicable, the filing of a financing statement described in such Pledgor. b. Ownership of Collateral. (i) Such Pledgor sentence), Administrative Agent has a valid and enforceable legal right to receive the Collateral, free and clear of, and subject to no pledges, Liens, security interests, charges, options, restrictions or other encumbrances, except the pledge and security interest created by this Agreement, Permitted Encumbrances (as defined in the Credit Agreement) and any restrictions set forth in the organizational documents of each Subsidiary, and (ii) such Pledgor has the legal capacity to execute, deliver and perform Pledgor's obligations under this Agreement and to pledge and grant a perfected first priority security interest in the Pledged Collateral, securing the payment of the Obligations, and such security interest is entitled to all of the Collateral. c. Governmental Authorizations. rights, priorities and benefits afforded by the UCC or other applicable law as enacted in any relevant jurisdiction which relates to perfected security interests. (c) To the extent any Pledged Security consisting of either (i) a membership interest in an Issuer that is a limited liability company or (ii) a partnership interest in an Issuer that is a partnership, such Pledged Security shall, by its terms, provide that it is a "security" governed by Article 8 of the UCC. (d) This Agreement constitutes a valid and binding obligation of each Pledgor, enforceable against such Pledgor in accordance with its terms, except as enforcement may be 3 limited by bankruptcy, insolvency, or similar laws relating to the enforcement of creditors' rights generally and by general equitable principles. (e) No authorization, approval, approval or other action by, and no notice to or filing with, any Governmental Authority domestic or foreign governmental authority or regulatory body or consent of any other Person is required for either (i) the pledge and grant of a security interest by such each Pledgor of the Collateral pursuant to this Agreement and the grant by such Pledgor of the security interest granted hereby, Agreement, (ii) the execution, delivery, delivery or performance of this Agreement by such Pledgor, each Pledgor or (iii) the exercise by the Administrative Agent of its rights and remedies hereunder (except as may have been taken by or at the voting direction of such Pledgor or other rights, or the remedies in respect of the Collateral provided for in this Agreement (except Administrative Agent and except as may be required in connection with a any disposition of the Pledged Collateral by laws affecting the offering and sale of securities generally). d. Securities. Such Pledgor acknowledges and agrees Except for the filing of a UCC financing statement in the case of any Pledged Securities consisting of membership interests or partnership interests that the Collateral is are not "securities" under any federal investment company laws or federal or state securities laws. None Article 8 of the Collateral is dealt with UCC, no authorization, approval or traded on any securities exchanges or in any securities markets. e. Creation, Perfection and Priority of Security Interest. By reason of the acts taken by such Pledgor, the Administrative Agent has a first priority, perfected security interest in the Collateral, other action by, and no further notice to or additional acts are filing with, any domestic or foreign governmental authority or regulatory body or consent of any other Person is required to create and perfect for the perfection of Administrative Agent's security interest in and lien on the Collateral, and Pledged Collateral. (f) None of the security interest Pledged Securities constitutes margin stock, as defined in and Regulation T, U or X of the lien on Board of Governors of the Collateral securing the Administrative Agent is superior in right and priority to any rights or claims of any other Person. This Agreement constitutes an authenticated record, and the Administrative Agent is authorized at all times to file any and all UCC financing statements determined by the Administrative Agent to be necessary or desirable to perfect its security interest in the Collateral. f. No Other Financing Statements. Other than the UCC financing statements delivered and filed by such Pledgor or Administative Agent in connection with securing the Collateral, there is no financing statement (or similar statement or registration under the laws of any jurisdiction) now on file or registered in any public office covering any interest of such Pledgor or any other Person in the Collateral or intended so to be. g. Other Information. Federal Reserve System. (g) All information heretofore, herein or hereafter supplied to the Administrative Agent by such or on behalf of each Pledgor with respect to the Pledged Collateral is and will be accurate and complete in all material respects. (h) Each Pledgor has caused each Issuer to record on its books and records that the Pledged Securities are subject to the pledge and security interest created hereby. (i) All representations and warranties of each Pledgor contained in this Agreement shall survive the execution and delivery of this Agreement. View More
Found in WARREN RESOURCES INC contract
Representation and Warranty. Each Pledgor hereby represents and warrants as follows: a. Description of Ownership Interests. The Ownership Interests in each of its Subsidiaries are fully paid. Such Ownership Interests constitute all (a) Exhibit A attached hereto completely and accurately identifies, as of the Closing Date, (i) the number of issued and outstanding Ownership Interests equity interests of each Issuer held by each Pledgor and (ii) the percentage of each Pledgor's ownership of the Subsidiary owned beneficially ag...gregate issued and outstanding equity interests of each Issuer. Each Pledged Security has been duly and validly authorized and issued to each Pledgor and, if applicable, is fully paid and non-assessable. (b) The delivery of the Pledged Securities to Administrative Agent (or First Lien Agent as required pursuant to the terms of the First/Second Lien Intercreditor Agreement) pursuant to this Agreement (and, with respect to Pledged Securities consisting of membership interests or partnership interests that are not "securities" under Article 8 of record by the UCC, the filing in the appropriate filing office of a UCC financing statement describing the same as collateral), is effective to create a valid and perfected second priority security interest in the Pledged Collateral, free of any adverse claim, securing the payment of the Obligations. Subject only to the consummation of the delivery described in the immediately preceding sentence (and, if applicable, the filing of a financing statement described in such Pledgor. b. Ownership sentence), Administrative Agent, for the benefit of Collateral. (i) Such Pledgor the Secured Parties, has a valid and enforceable legal right to receive the Collateral, free and clear of, and subject to no pledges, Liens, security interests, charges, options, restrictions or other encumbrances, except the pledge and security interest created by this Agreement, Permitted Encumbrances (as defined in the Credit Agreement) and any restrictions set forth in the organizational documents of each Subsidiary, and (ii) such Pledgor has the legal capacity to execute, deliver and perform Pledgor's obligations under this Agreement and to pledge and grant a perfected second priority security interest in the Pledged Collateral, securing the payment of the Obligations, and such security interest is 3 entitled to all of the Collateral. c. Governmental Authorizations. rights, priorities and benefits afforded by the UCC or other applicable law as enacted in any relevant jurisdiction which relates to perfected security interests. (c) To the extent any Pledged Security consisting of either (i) a membership interest in an Issuer that is a limited liability company or (ii) a partnership interest in an Issuer that is a partnership, such Pledged Security shall, by its terms, provide that it is a "security" governed by Article 8 of the UCC. (d) This Agreement constitutes a valid and binding obligation of each Pledgor, enforceable against such Pledgor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or similar laws relating to the enforcement of creditors' rights generally and by general equitable principles. (e) No authorization, approval, approval or other action by, and no notice to or filing with, any Governmental Authority domestic or foreign governmental authority or regulatory body or consent of any other Person is required for either (i) the pledge and grant of a security interest by such each Pledgor of the Collateral pursuant to this Agreement and the grant by such Pledgor of the security interest granted hereby, Agreement, (ii) the execution, delivery, delivery or performance of this Agreement by such Pledgor, each Pledgor or (iii) the exercise by the Administrative Agent of its rights and remedies hereunder (except as may have been taken by or at the voting direction of such Pledgor or other rights, or the remedies in respect of the Collateral provided for in this Agreement (except Administrative Agent and except as may be required in connection with a any disposition of the Pledged Collateral by laws affecting the offering and sale of securities generally). d. Securities. Such Pledgor acknowledges and agrees Except for the filing of a UCC financing statement in the case of any Pledged Securities consisting of membership interests or partnership interests that the Collateral is are not "securities" under any federal investment company laws or federal or state securities laws. None Article 8 of the Collateral is dealt with UCC, no authorization, approval or traded on any securities exchanges or in any securities markets. e. Creation, Perfection and Priority of Security Interest. By reason of the acts taken by such Pledgor, the Administrative Agent has a first priority, perfected security interest in the Collateral, other action by, and no further notice to or additional acts are filing with, any domestic or foreign governmental authority or regulatory body or consent of any other Person is required to create and perfect for the perfection of Administrative Agent's security interest in and lien on the Collateral, and Pledged Collateral. (f) None of the security interest Pledged Securities constitutes margin stock, as defined in and Regulation T, U or X of the lien on Board of Governors of the Collateral securing the Administrative Agent is superior in right and priority to any rights or claims of any other Person. This Agreement constitutes an authenticated record, and the Administrative Agent is authorized at all times to file any and all UCC financing statements determined by the Administrative Agent to be necessary or desirable to perfect its security interest in the Collateral. f. No Other Financing Statements. Other than the UCC financing statements delivered and filed by such Pledgor or Administative Agent in connection with securing the Collateral, there is no financing statement (or similar statement or registration under the laws of any jurisdiction) now on file or registered in any public office covering any interest of such Pledgor or any other Person in the Collateral or intended so to be. g. Other Information. Federal Reserve System. (g) All information heretofore, herein or hereafter supplied to the Administrative Agent by such or on behalf of each Pledgor with respect to the Pledged Collateral is and will be accurate and complete in all material respects. (h) Each Pledgor has caused each Issuer to record on its books and records that the Pledged Securities are subject to the pledge and security interest created hereby. (i) All representations and warranties of each Pledgor contained in this Agreement shall survive the execution and delivery of this Agreement. View More
Found in WARREN RESOURCES INC contract
Representation and Warranty. Each Pledgor hereby represents and warrants as follows: a. Description of Ownership Interests. Collateral. The Pledged Ownership Interests in each of its Subsidiaries are fully paid. Such Ownership Interests constitute all of the issued paid and outstanding Ownership Interests of the Subsidiary owned beneficially or of record by such Pledgor. non-assessable. b. Ownership of Collateral. (i) Such Pledgor is the legal, record, and beneficial owner of, and has a valid good and enforceable legal righ...t to receive marketable title to, the Collateral, Collateral free and clear of, and subject to no no, pledges, Liens, security interests, charges, options, restrictions or other encumbrances, except the pledge and security interest created by this Agreement, Agreement and Permitted Encumbrances (as defined in the Credit Agreement) and any restrictions set forth in the organizational documents of each Subsidiary, Agreement), and (ii) such Pledgor has the legal capacity to execute, deliver and perform Pledgor's obligations under this Agreement and to pledge and grant a security interest in all of the Collateral. Collateral of which it is the legal or beneficial owner pursuant to this Agreement. c. Governmental Authorizations. No authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority is required for either (i) the pledge by such Pledgor of the Collateral pursuant to this Agreement and the grant by such Pledgor of the security interest granted hereby, (ii) the execution, delivery, or performance of this Agreement by such Pledgor, or (iii) the exercise by the Administrative Agent of the voting or other rights, or the remedies in respect of the Collateral provided for in this Agreement (except as may be required in connection with a disposition of Collateral by laws affecting the offering and sale of securities generally). generally and except as provided in the Senior Loan Documents (as defined in the Credit Agreement)). d. Securities. Such Pledgor acknowledges and agrees that the Collateral is not "securities" under any federal investment company laws or federal or state securities laws. None of the Collateral is dealt with or traded on any securities exchanges or in any securities markets. e. Creation, Perfection and Priority of Security Interest. By reason of the acts taken by such Pledgor, the Administrative Agent has a first priority, perfected security interest in the Collateral, and no further or additional acts are required to create and perfect the Administrative Agent's security interest in and lien on the Collateral, and the security interest in and the lien on the Collateral securing the Administrative Agent is superior in right and priority to any rights or claims of any other Person. This Agreement constitutes an authenticated record, and the Administrative Agent is authorized at all times to file any and all UCC financing statements determined by the Administrative Agent to be necessary or desirable to perfect its security interest in the Collateral. f. No Other Financing Statements. Other than the UCC financing statements delivered and filed by such Pledgor or Administative Agent and in connection with securing the Collateral, there is no financing statement (or similar statement or registration under the laws of any jurisdiction) now on file or registered in any public office covering any interest of such Pledgor or any other Person in the Collateral or intended so to be. g. Other Information. All information heretofore, herein or hereafter supplied to the Administrative Agent by such Pledgor with respect to the Collateral is accurate and complete in all material respects. View More
Found in Nexpoint Multifamily Capital Trust, Inc. contract
Representation and Warranty. Each Pledgor hereby represents and warrants as follows: a. Description of Ownership Interests. The Ownership Interests in each of its Subsidiaries are fully paid. Such paid and non-assessable. The Ownership Interests constitute all of the issued and outstanding Ownership Interests of the Subsidiary owned beneficially or of record by such Pledgor. b. Ownership of Collateral. (i) Such Pledgor has a valid and enforceable legal right to receive the Collateral, free and clear of, and subject to no no..., pledges, Liens, security interests, charges, options, restrictions or other encumbrances, except the pledge and security interest created by this Agreement, Agreement and Permitted Encumbrances (as defined in the Credit Agreement) and any restrictions set forth in the organizational documents of each Subsidiary, Agreement), and (ii) such Pledgor has the legal capacity to execute, deliver and perform Pledgor's obligations under this Agreement and to pledge and grant a security interest in all of the Collateral. c. Governmental Authorizations. No authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority is required for either (i) the pledge by such Pledgor of the Collateral pursuant to this Agreement and the grant by such Pledgor of the security interest granted hereby, (ii) the execution, delivery, or performance of this Agreement by such Pledgor, or (iii) the exercise by the Administrative Agent of the voting or other rights, or the remedies in respect of the Collateral provided for in this Agreement (except as may be required in connection with a disposition of Collateral by laws affecting the offering and sale of securities generally). generally and except as provided in the Senior Loan Documents (as defined in the Credit Agreement)). d. Securities. Such Pledgor acknowledges and agrees that the Collateral is not "securities" under any federal investment company laws or federal or state securities laws. None of the Collateral is dealt with or traded on any securities exchanges or in any securities markets. e. Creation, Perfection and Priority of Security Interest. By reason of the acts taken by such Pledgor, the Administrative Agent has a first priority, perfected security interest in the Collateral, and no further or additional acts are required to create and perfect the Administrative Agent's security interest in and lien on the Collateral, and the security interest in and the lien on the Collateral securing the Administrative Agent is superior in right and priority to any rights or claims of any other Person. This Agreement constitutes an authenticated record, and the Administrative Agent is authorized at all times to file any and all UCC financing statements determined by the Administrative Agent to be necessary or desirable to perfect its security interest in the Collateral. f. No Other Financing Statements. Other than the UCC financing statements delivered and filed by such Pledgor or Administative Agent and in connection with securing the Collateral, there is no financing statement (or similar statement or registration under the laws of any jurisdiction) now on file or registered in any public office covering any interest of such Pledgor or any other Person in the Collateral or intended so to be. g. Encumbered Property. Each Subsidiary identified in Schedule A is the owner of Encumbered Property. Pledgor does not have any Ownership Interest in any entity that owns Encumbered Property that is not also a Subsidiary identified on Schedule A. h. Other Information. All information heretofore, herein or hereafter supplied to the Administrative Agent by such Pledgor with respect to the Collateral is accurate and complete in all material respects. View More
Found in Nexpoint Multifamily Capital Trust, Inc. contract