Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. The Company hereby represents and warrants to the Administrative Agent and the Lenders that (a) the representations and warranties of the Loan Parties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof with the same force and effect as though made by the Loan Parties on such date, except to the extent that any such representation or warranty expressly relates solely to a previous date, (b) there exists no Even...t of Default or Potential Default and (c) the Credit Agreement and the other Loan Documents are in full force and effect, are hereby ratified and confirmed and remain unaltered, except as expressly modified by this Amendment. This Amendment has been duly executed by an authorized officer of the Company (on behalf of itself and the other Loan Parties). The execution, delivery, and performance of this Amendment have been duly authorized by all necessary corporate action, require no governmental approval, and will neither contravene, conflict with, nor result in the breach of any applicable Law in any material respect, charter, articles, or certificate of incorporation or organization, bylaws, operating agreement or other material agreement governing or binding upon any of the Loan Parties or any of their Subsidiaries. View More

Representation and Warranty. The Borrower hereby represents and warrants that as of the Amendment No. 5 Effective Date (as defined below), immediately before and after giving effect to this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of any Credit Party set forth in the Credit Documents to which it is a party are true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality or ...Material Adverse Effect, in which case such representation and warranty is true and correct in all respects) on and as of the date hereof, except to the extent that any such representation and warranty relates to an earlier date (in which case such representation and warranty is true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and warranty is true and correct in all respects) as of such earlier date). View More

Representation and Warranty. The Issuer represents and warrants that this First Supplemental Indenture and the Notes Intercreditor Agreement shall be effective with the consent of the Majority of Holders. The Issuer further represents and warrants that no Default or Event of Default shall have occurred and be continuing immediately prior to the effectiveness of this First Supplemental Indenture, nor shall a Default or Event of Default occur as a results of the transactions contemplated by this First Supplemental Indenture.

Representation and Warranty. Borrower hereby affirms to Lender that all of Borrower's representations and warranties set forth in the Agreement are true, complete and accurate in all respects as of the date hereof.

Representation and Warranty. The Borrower represents and warrants to Lender as follows: (a) That Borrower has the power and authority necessary to execute, deliver and perform the transactions as contemplated by the Loan Documents. (b) That this Agreement and all Loan Documents as required to be executed and delivered by Borrower in favor of Lender shall, upon execution, constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with the terms of the same, except as may be otherw...ise limited by applicable bankruptcy, insolvency, reorganization or similar lows affecting the enforcement of creditors rights. (c) That the Loan proceeds as issued by Lender to Borrower shall be used solely and exclusively in accordance with the terms and conditions of this Agreement. (d) That the security documents required to be executed and delivered to Lender for the Collateral Security Agreements shall be effective to create in favor of Lender, a legal, valid, and enforceable security interest in and to the assets described therein and upon execution and delivery, shall constitute a first priority lien or security interest in all right, title and interest in the assets superior to any other person(s) or entity(ies). (e) There is no known litigation or other proceeding pending or threatened against Borrower before any court or administrative agency that might result in any material, adverse change in the condition of Borrower. (f) That this Agreement and all other documents that are to be executed in connection with the transaction contemplated hereby have been duly authorized, executed and delivered and to the best of Borrower's knowledge constitute binding obligations enforceable in accordance with their respective terms, except to the extent that their enforcement may be limited by bankruptcy, reorganization, moratorium, insolvency or other similar laws affecting creditors' rights generally, or be limited by the application by a court of equitable principals if equitable remedies are sought. (g) That the Loan Documents are not usurious under applicable law. (h) That no statement or information contained in this Agreement, or any other document, certificate or statement furnished or delivered by Borrower to Lender for use in connection with the transactions contemplated by this Agreement contained as of the date of such statement, information, document, or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make any statements contained herein or therein not materially misleading. (i) That all of the representations and warranties of Borrower contained in the Loan Documents remain true, correct, and complete as of the date hereof. View More

Representation and Warranty. Grantor represents and warrants that: (a) Schedule I is a true, correct and complete list of all Registered Intellectual Property in which Grantor purports to have an ownership or license interest. (b) Grantor has the legal right and authority to enter into this Agreement and perform its terms. (c) If Grantor amends its name, Grantor shall provide copies of such amendment documentation to Agent and shall re-register Grantor's Registered Intellectual Property with the appropriate Governmental Aut...hority and shall execute and deliver such agreements or documentation as Agent shall request to maintain a perfected first priority security interest in the IP Collateral subject to Permitted Liens. View More

Representation and Warranty. Each Party represents and warrants that it has carefully read and fully understands all of the terms and conditions set forth in this Agreement and that it has had sufficient time to consider all of the terms and conditions of this Agreement and to consult with its legal counsel. Each Party represents and warrants that it enters into this Agreement freely, knowingly and without coercion and based on its own judgment and not in reliance upon any representations or promises made outside of this Ag...reement by the other Party. Each Party represents and warrants that it has not heretofore or otherwise transferred to any persons any claim or potential claim which it may have against the other Party, and that it has full power, right and authority to execute this Agreement and to take all steps necessary to implement its terms and conditions. Each Party represents and warrants that no consent of any person or entity not a party to this Agreement is necessary for this Agreement to be fully and completely binding upon each of the Parties. Each person signing below represents and warrants that he/she has the authority to enter into this Agreement on behalf of the Party on whose behalf he/she so signs. View More

Representation and Warranty. A.Seller's Representations and Warranties: Seller represents and warrants to Buyer as follows: 1.Seller has full authority to sign this Agreement and all documents to be executed by Seller as contemplated by this Agreement. The individual(s) executing this Agreement and all such documents contemplated by this Agreement on behalf of Seller are duly elected or appointed and validly authorized to execute and deliver the same. Buyer(s) Initials: /s/ AM Seller(s) Initials: /s/ GC 6 8.Seller has no kn...owledge of (i) any condemnation or zoning change affecting or contemplated with respect to the Property; (ii) any changes contemplated in any applicable laws, ordinances or restrictions affecting the use of the Property as a mobile home park; or (iii) any liens or assessments (governmental or private), either pending or confirmed, with respect to sidewalk, paving, water, sewer, drainage or other improvements on or adjoining the Property or with respect to any property owners' association, declaration or easement agreement (other than the lien of ad valorem property taxes that are not yet due and payable). To Seller's knowledge, each Contract is in full force and effect and there are no defaults or events that with notice or lapse of time or both which constitute a default by Seller or any other party to such Contracts. To Seller's knowledge, each Lease is in full force and effect and there are no defaults or events that with notice or lapse of time or both which constitute a default by Seller or the tenant under such Leases. Except as expressly provided in the Leases, there are no tenant finish costs, brokerage commissions or other leasing costs paid or payable in connection with any Lease or renewal or expansion thereof. B.Buyer's Representations and Warranties: Buyer represents and warrants to Seller as follows: 1.Buyer has full authority to sign this Agreement and all documents to be executed by Buyer as contemplated by this Agreement. The individual(s) executing this Agreement and all such documents contemplated by this Agreement on behalf of Buyer are duly elected or appointed and validly authorized to execute and deliver the same. C.Survival Period. Seller and Buyer agree to promptly notify the other party if, prior to Closing, Seller or Buyer learns that any of its representations or warranties in this Agreement is no longer true or correct in any material respect. Seller's and Buyer's representations and warranties in this Section 13 shall be true and correct as of the Effective Date, and shall be deemed true and correct as of the Closing Date as if remade by separate certification at that time, and shall survive the Closing for a period of one (1) year after the Closing Date (the "Survival Period"). If Buyer or Seller provides written notice to the other party asserting a breach of any such representation or warranty on or before termination of the Survival Period, then such representation or warranty shall not terminate with respect to the matters described in such written notice until such matters are fully and finally resolved by negotiation, settlement, litigation, or other appropriate proceedings. View More

Representation and Warranty. (a) Owner represents and warrants to Bank that: (i) Owner's legal name is exactly as set forth on the first page of this Agreement, and all of Owner's organizational documents or agreements delivered to Bank are complete and accurate in every respect; (ii) Owner is the owner and has possession or control of the Collateral and Proceeds; (iii) Owner has the exclusive right to pledge the Collateral and Proceeds; (iv) all Collateral and Proceeds are genuine, free from liens, adverse claims, setoffs,... default, prepayment, defenses and conditions precedent of any kind or character, except the lien created hereby or as otherwise agreed to by Bank, or heretofore disclosed by Owner to Bank, in writing; (v) all statements contained herein and, where applicable, in the Collateral are true and complete in all material respects; (vi) no financing statement covering any of the Collateral or Proceeds, and naming any secured party other than Bank, is on file in any public office; and (vii) specifically with respect to Collateral and Proceeds consisting of investment securities, instruments, chattel paper, documents, contracts, insurance policies or any like property, to the knowledge of the Owner, all persons appearing to be obligated thereon have authority and capacity to contract and are bound as they appear to be, and the same comply with applicable laws concerning form, content and manner of preparation and execution. (b) Owner further represents and warrants to Bank that: (i) the Collateral pledged hereunder is so pledged at Borrower's request; (ii) Bank has made no representation to Owner as to the creditworthiness of Borrower; and (iii) Owner has established adequate means of obtaining from Borrower on a continuing basis financial and other information pertaining to Borrower's financial condition. Owner agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Owner's risks hereunder, and Owner further agrees that Bank shall have no obligation to disclose to Owner any information or material about Borrower which is acquired by Bank in any manner. View More

Representation and Warranty. Sponsor represents and warrants to the Company and SPAC as follows: (a) The execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Sponsor, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person, (iii) result in the creation of any encumbrance on any SPAC Common Stock (other tha...n under this Agreement, the BCA and the agreements contemplated by the BCA) or (iv) if applicable, conflict with or result in a breach of or constitute a default under any provision of Sponsor's certificate of formation and limited liability company agreement, as amended, modified or supplemented from time to time. For purposes of this Agreement, "person" shall have the meaning ascribed to such term in the BCA. (b) As of the date of this Agreement, Sponsor (i) owns exclusively of record and has good and valid title 2,611,838 shares of SPAC Class B Common Stock free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (A) this Agreement, (B) applicable securities Laws, and (C) the SPAC Organizational Documents, and (ii) has the sole power (as currently in effect) to vote and right, power and authority to sell, transfer and deliver such shares of SPAC Class B Common Stock, and Sponsor does not own, directly or indirectly, any other SPAC Common Stock. (c) Sponsor has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by Sponsor. View More