Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. Each Obligor represents and warrants to Lender that: (a) Upon the effectiveness of this Amendment, there exists no Default or Event of Default, or any other condition or occurrence of events that constitutes or with the passage of time or the giving of notice or both, would constitute a Default or Event of Default, under the Loan Agreement or any other Loan Document. (b) Each Obligor executing and delivering this Amendment, has been duly authorized to execute and deliver this Amendment by all ne...cessary corporate action on the part of such Obligor. (c) All representations and warranties of the Obligors contained in the Loan Documents, except for those that speak as of a particular date, are and remain true and correct in all material respects as of the date of this Amendment. View More

Representation and Warranty. The Borrower represents and warrants to the Noteholder as follows: (a) Existence. The Borrower is a corporation duly incorporated, validly existing, and in good standing under the laws of the state of its organization. The Borrower has the requisite power and authority to own, lease, and operate its property, and to carry on its business. (b) Compliance with Law. The Borrower is in compliance with all laws, statutes, ordinances, rules, and regulations applicable to or binding on the Borrower, it...s property, and business. (c) Power and Authority. The Borrower has the requisite power and authority to execute, deliver, and perform its obligations under this Note. (d) Authorization; Execution and Delivery. The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with applicable law. The Borrower has duly executed and delivered this Note. View More

Representation and Warranty. (a) Tenant represents and warrants to Landlord that, as of the date hereof, (i) the Lease is in full force and effect and has not been modified except pursuant to this Amendment; (ii) to the best of Tenant's knowledge, there are no defaults existing under the Lease and Tenant has no offsets, defenses, claims or counterclaims to the payment of Rent or other sums, or the performance of any of Tenant's other obligations under the Lease; (iii) to the best of Tenant's knowledge, there exist no valid ...abatements, causes of action, counterclaims, disputes, defenses, offsets, credits, deductions, or claims against the enforcement of any of the terms and conditions of the Lease; (iv) the interest of the tenant under the Lease has not been assigned, transferred, pledged, mortgaged or otherwise encumbered and Tenant has not sublet all or any part of the Premises; and (v) this Amendment has been duly authorized, executed and delivered by Tenant and constitutes the legal, valid and binding obligation of Tenant. (b) Landlord represents and warrants to Tenant that, as of the date hereof, (i) the Lease is in full force and effect and has not been modified except pursuant to this Amendment; (ii) to the best of Landlord's knowledge, there are no defaults existing under the Lease; (iii) to the best of Landlord's knowledge, there exist no valid causes of action, disputes or claims against the enforcement of any of the terms and conditions of the Lease; and (iv) this Amendment has been duly authorized, executed and delivered by Landlord and constitutes the legal, valid and binding obligation of Landlord. View More

Representation and Warranty. Borrower and Guarantor hereby acknowledge, represent, warrant, and agree as follows: 9.1 The Recitals set forth above are true and accurate. 9.2 New Borrower is the fee simple owner of the West Henrietta Land, and Lender has not assumed, and does not hereby assume, control of the West Henrietta Land. 9.3 To the actual knowledge of Borrower and Guarantor, there is no Default or Event of Default under the Loan Documents. 9.4 All necessary steps required by Lender have been taken to perfect Lender'...s interest in the Property as security for the Loan, and the Mortgages are, and shall continue to be, a first and paramount lien against the Property securing Borrower's obligations under the Loan Documents, as amended hereby and by any related documents executed by Borrower in connection herewith. To the actual knowledge of Borrower and Guarantor, there are no liens, charges, or encumbrances against the Property that are now or may hereafter become prior to the Mortgages. 9.5 All information provided in New Borrower's beneficial ownership certification is true, complete, and correct in all material respects as of the date thereof. 9.6 All documents and other information requested by Lender from Borrower and Guarantor as a condition to entering into this Amendment are, to Borrower's actual knowledge, true, complete, and accurate in all material respects. 9.7 The New Guaranty is and shall remain fully binding and enforceable in accordance with its terms as to Borrower's obligations under the Loan, as amended hereby. Guarantor's obligations under the New Guaranty are and shall continue to be entirely separate and independent from the obligations of Borrower under the Loan Documents. 9.8 Borrower and Guarantor acknowledge that Lender is relying on the warranties, representations, releases, and agreements of Borrower and Guarantor in this Amendment, and would not enter into this Amendment or agree to modify the Loan Documents without such warranties, representations, releases, and agreements. View More

Representation and Warranty. Each party hereto represents and warrants to each of the other parties hereto that the execution and delivery of this Agreement has been duly authorized by all necessary action on the part of such party and that, assuming the due authorization and execution by the other parties hereto, this Agreement constitutes a valid and binding obligation, enforceable against it in accordance with its terms.

Representation and Warranty. The Insider represents and warrants to the Company that he has the full right and power, without violating any agreement to which he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, and, as applicable, to serve as a director on the Company's Board of Directors (the "Board").

Representation and Warranty. The execution, delivery and performance of this Agreement by you will not conflict with or result in a violation of any agreement to which you are a party or any law, regulation or court order applicable to you.

Representation and Warranty. 14.1 Executive Representations and Warranties. Executive represents and warrants to the Company that Executive has the right to enter into this Agreement (and all other documents and agreements contemplated by this Agreement) on the terms and subject to the conditions hereof; that this Agreement is binding and enforceable against Executive in accordance with its terms; that the execution, delivery and performance by Executive of this Agreement will not violate any other agreement to which Execut...ive is a party or by which Executive is bound, including, without limitation, any non-competition, non-solicitation, confidentiality, non-disclosure, invention ownership or work-for-hire agreement; and Executive has not done or permitted to be done anything which might curtail or impair any of the rights granted to Company herein. 14.2 Company Representations and Warranties. Company represents and warrants to Executive that this Agreement (and all other documents and agreements contemplated by this Agreement) has been duly authorized by all requisite limited liability action on the part of the Company and has been approved by the Board of Managers; that this Agreement is binding 14 and enforceable against the Company in accordance with its terms; and that the execution, delivery and performance by the Company of this Agreement will not violate any other agreement to which the Company is a party or by which the Company is bound. View More

Representation and Warranty. Executive hereby represents and warrants that he has the legal capacity to execute and perform this Agreement, that this Agreement is a valid and binding agreement enforceable against him according to its terms, and that the execution and performance of this Agreement by him does not violate the terms of any existing agreement or understanding, written or oral, to which Executive is a party or any judgment or decree to which Executive is subject. In addition, Executive represents and warrants th...at he knows of no reason why he is not physically or legally capable of performing his obligations under this Agreement in accordance with its terms. Executive hereby indemnifies the Related Companies and shall hold harmless the Related Companies from and against all liability, loss, cost, or expense, including, without limitation, reasonable attorneys' fees and expenses, incurred by any Related Company by reason of the inaccuracy of Executive's representations and warranties contained in this Section 11. View More

Representation and Warranty. You hereby represent and warrant as follows: (a)By accepting the Company's offer of employment, you represent that you have no agreements, relationships, or commitments with any other person or entity that conflict with your obligations to the Company. (b)You have the full right, power and legal capacity to enter and deliver this Agreement and to perform your duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the parties, enforceable aga...inst each in accordance with its terms. No approvals or consents of any persons or entitles are required for you to execute and deliver this Agreement or perform your duties and other obligations hereunder. (c)You represent and warrant to the Company that you have not brought and shall not bring with you to the Company, or use in the performance of your duties, any materials or documents of any former employer that are not generally available to the public, unless you have obtained written authorization from the former employer for their possession and use and provided the Company with a copy thereof. View More