Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. 3.1 Company Bring Down. Except as set forth on Schedule 3(b) attached hereto, the Company represents and warrants to the Holder as set forth in Section 3.1 of the December Purchase Agreement (as amended hereby) as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Agreement. Such representations and warranties to the transactions thereunder and the securities issued pursuant thereto are hereby deemed for purposes of this Agreement to be... references to the transactions hereunder and the issuance of the securities pursuant hereto, references therein to "Closing Date" being deemed references to the date hereof, and references to "the date hereof" being deemed references to the date of this Agreement. 3.2 Ownership of Existing Note. The Holder owns the Existing Note free and clear of any Liens (other than the obligations pursuant to this Agreement, the Transaction Documents and applicable securities laws). 2 4. Disclosure. The Company represents and warrants to the Holder that nothing in this Agreement, the New Note or any other document entered into in connection herewith constitutes material non-public information and, as of the date hereof, the Holder is not in possession of any material, nonpublic information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents. The Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company from and after the date hereof without the express written consent of the Holder. To the extent that the Company delivers any material, non-public information to the Holder without the Holder's express prior written consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective as of the date hereof, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company. View More

Representation and Warranty. The Shareholder hereby represents and warrants to the Company that, as of the date hereof, the Shareholder is the sole record and beneficial owner of the Preferred Stock and will transfer and deliver to the Company at the closing of the transactions contemplated hereunder valid title to the Preferred Stock, free from preemptive or similar rights, taxes, liens, charges and other encumbrances. -1- (b) Company Representations and Warranties. The Company hereby represents and warrants to the Shareho...lder that, as of the date hereof, the Exchange and the issuance of the Exchange Shares is duly authorized and upon issuance in accordance with the terms of this Agreement, the Exchange Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. The Exchange Shares shall be issued without any restrictive legend and may be freely resold by the Shareholder without any restrictions. View More

Representation and Warranty. On and as of the First Amendment Effective Date, each Loan Party hereby represents and warrants to the Administrative Agent and each Lender that: (a) No Default or Event of Default has occurred and is continuing on the First Amendment Effective Date or after giving effect to this Amendment. (b) Each of the representations and warranties made by such Loan Party in or pursuant to the Loan Documents are true and correct in all material respects (and in all respects if any such representation and wa...rranty is qualified by materiality) on and as of the First Amendment Effective Date as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it was true and correct in all material respects as of such earlier date). View More

Representation and Warranty. Each Loan Party hereby represents and warrants as follows: (a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of each Loan Party and are enforceable against each Loan Party in accordance with their respective terms. (b) Upon the effectiveness of this Amendment, each Loan Party hereby reaffirms all covenants, representations and warranties made in the Credit Agreement as amended hereby and agree that all such covenants, representations ...and warranties shall be deemed to have been remade as of the effective date of this Amendment. (c) After giving effect to this Amendment, no Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment. (d) No Loan Party has any defense, counterclaim or offset with respect to the Credit Agreement or any Other Document to which it is a party. View More

Representation and Warranty. By virtue of the execution and delivery of this Agreement by the Option Holder, the Option Holder hereby represents and warrants to the Company that: (a) the Option Holder is the legal, record and beneficial owner of the Options and owns good, valid, legal and marketable title to such Options, free and clear of all pledges, security interests, liens, claims, encumbrances, agreements, rights of first refusal and options of any kind whatsoever, other than any spousal interest or such restrictions ...arising under the Securities Act of 1933, as amended, or state securities laws; and (b) the Option Holder has had access to or the opportunity to review sufficient written and oral information about the Company to allow the Option Holder to make an informed decision prior to executing this Agreement. The Option Holder further acknowledges and agrees that neither the Company nor any other party has made any oral or written representation, inducement, promise or agreement to the Option Holder in connection with the termination of the Options, other than as expressly set forth in this Agreement. View More

Representation and Warranty. a. Executive represents and warrants to the Company that: i. he has full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and ii. this Agreement has been duly and validly executed and delivered by Executive, constitutes a valid and binding obligation and agreement of Executive and is enforceable against Executive in accordance with its terms; b. The Company hereby represents and warrants to Ex...ecutive that: i. it has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and ii. this Agreement has been duly and validly authorized, executed and delivered by it, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms. View More

Representation and Warranty. Representations and Warranties of PMI. PMI represents and warrants as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary 40 corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or... order of any court or governmental agency or any contractual restriction binding on or affecting it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) As reported in PMI's Annual Report on Form 10-K for the year ended 31 December 2019, the consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2019 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in PMI's Annual Report on Form 10-K for the year ended 31 December 2019, and in any Current Report on Form 8-K filed subsequent to 31 December 2019, but prior to 10 February 2020, since 31 December 2019 there has been no material adverse change in such position or operations. (f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a "Proceeding"), (i) that purports to affect the legality, validity or enforceability of this Agreement or (ii) except for Proceedings disclosed in PMI's Annual Report on Form 10-K for the year ended 31 December 2019, any Current Report on Form 8-K filed subsequent to 31 December 2019, but prior to 10 February 2020 and, with respect to Proceedings commenced after the date of such filing but prior to 10 February 2020, a certificate delivered to the Lenders, that may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. (g) It owns directly or indirectly 100% of the capital stock of each other Borrower. (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a "purpose credit" within the meaning of Regulation U and, in each case, would constitute a violation of Regulation U. 41 (i) Neither PMI nor any Borrower (i) is a person named on the list of "Specially Designated Nationals" or "Blocked Persons" maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the "OFAC") available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at http://www.treasury.gov/resource-center/sanctions/Pages/default.aspx, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither PMI nor any Borrower will use the proceeds of the Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. The use of the proceeds of the Advances will not violate Anti-Corruption Laws or applicable Sanctions. View More

Representation and Warranty. Each Guarantor represents and warrants that (a) this Guaranty (i) does not violate any agreement, instrument, law, regulation or order applicable to any Guarantor, (ii) does not require the consent or approval of any person or entity, including but not limited to any governmental authority, or any filing or registration of any kind and (iii) is the legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except to the extent that enfo...rcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally; and (b) in executing and delivering this Guaranty, each Guarantor (i) has, without reliance on the Creditors or any information received from the Creditors and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and Borrowers, Borrowers' business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, Borrowers or the obligations and risks undertaken herein with respect to the Guaranteed Obligations, (ii) has adequate means to obtain from Borrowers on a continuing basis information concerning Borrowers, (iii) has full and complete access to the Credit Documents and any other documents executed in connection with the Credit Documents, and (iv) has not relied and will not rely upon any representations or warranties of the Creditors not embodied herein or any acts heretofore or hereafter taken by the Creditors (including but not limited to any review by the Creditors of the affairs of Borrowers). View More

Representation and Warranty. Lessor and Lessee represent and warrant to each other, as follows: 60.1 Lessor is the sole owner of the Project. 60.2 Lessor and Lessee each have the full power and authority to enter into the Lease and perform its obligations under the Lease. 60.3 The Lease is a legal, valid, and binding obligation of Lessor and Lessee, and is enforceable in accordance with its terms. 60.4 No other person owns or has any leasehold interest in the Premises or any portion thereof or any other right to occupy the ...Premises or any portion thereof. 4 60.5 With the exception of the previously referenced Covenants, Conditions and Restrictions (see Paragraph 52), there are no reciprocal easement agreements or covenants, conditions, restrictions, easements or similar rights affecting the property, including any amendments thereto which could (i) interfere with or otherwise adversely affect Lessee's access to, or occupancy or use of, the Premises and the Building, or (ii) increase Lessee's financial obligations under the Lease. 60.6 Lessor has not received written notice of any, and to Lessor's best knowledge as of the date of this Lease there are no, pending or threatened legal proceedings or actions of any kind or character affecting the use and occupancy of the Premises by Lessee for the Agreed Use in accordance with the terms of this Lease. Carp Two, LLC, a California limited liability company Procore Technologies, Inc., a California corporation By: /s/ Paul J. Orfalea By: /s/ Craig Courtemonche Its: Paul J. Orfalea Its: CEO 5 Exhibit A-1 Exhibit A-2 Exhibit B RULES AND REGULATIONS FOR STANDARD OFFICE LEASE Exhibit C Dated: August 13, 2013 By and Between Carp Two, LLC and Procore Technologies, Inc. GENERAL RULES 1. Lessee shall not suffer or permit the obstruction of any Common Areas, including driveways, walkways and stairways. See addendum. View More

Representation and Warranty. 2.2There are no Liens affecting all or part or the Collateral, except for the Liens in favor of the Lender and the Permitted Liens. 2.3No Event of Default has occurred and is continuing.