Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. 5.2 The execution, delivery and performance by Borrowers and Guarantors of this Amendment and any other agreements or instruments required hereunder have been duly authorized by all necessary corporate action on the part of Borrowers and Guarantors and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than authorizations, consents or approvals that have been obtained and are i...n full force and effect or as contemplated by Section 4.2, (ii) violate any material provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to Borrowers or Guarantors, or the certificates of incorporation or by-laws of Borrowers or Guarantors, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other Material Contract to which Borrowers or Guarantors are a party or by which Borrowers and Guarantors or their respective properties may be bound or affected, except to the extent that any such breach or default could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change. 5.3 All of the representations and warranties contained in Section 5 and Exhibit D of the Credit Agreements are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties continue to be true and correct in all material respects as of such earlier date). View More

Representation and Warranty. In connection with the issuance of the APS Interest, each Rollover Seller represents and warrants to APS that: (a) The APS Interest is being acquired for such Rollover Seller's own account and not with a view to, or intention of, distribution thereof in violation of the Securities and Exchange Act of 1933 (as amended, the "1933 Act"), or any applicable state securities laws, and the APS Interest will not be disposed of in contravention of the 1933 Act or any applicable state securities laws. (b)... Such Rollover Seller is sophisticated in financial matters and is able to evaluate the risks and benefits of an investment in the APS Interest. (c) Such Rollover Seller is able to bear the economic risk of its investment in the APS Interest for an indefinite period of time because the APS Interest has not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. (d) Such Rollover Seller has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the APS Interest and has had full access to such other information concerning APS as it has requested. (e) This Agreement and the transactions contemplated hereby constitute the legal, valid and binding obligation of such Rollover Seller, enforceable in accordance with its terms, and neither such Rollover Seller's execution, delivery or performance of this Agreement nor the consummation by such Rollover Seller of the transactions contemplated hereby will (i) violate or cause a breach of any agreement, contract or instrument to which such Rollover Seller is a party or any judgment, order or decree to which such Rollover Seller is subject other than in cases where such restrictions have been waived in writing prior to the date hereof, or (ii) conflict with or violate any law applicable to such Rollover Seller. Such Rollover Seller has all requisite individual power and authority to make, execute and deliver this Agreement, and perform its obligations hereunder and to consummate the transactions contemplated hereby. (f) Such Rollover Seller: (i) understands and acknowledges that the APS Interest being issued to such Rollover Seller has not been registered under the 1933 Act, nor under the securities laws of any state, nor under the laws of any other country and (ii) recognizes that no public agency has passed upon the accuracy or adequacy of any information provided to such Rollover Seller or the fairness of the terms of its investment in the APS Interest. (g) Such Rollover Seller represents that it has been called to such Rollover Seller's attention, by those individuals with whom such Rollover Seller has dealt in connection with its investment in the APS Interest, that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. (h) Such Rollover Seller became aware of the offering of the APS Interest other than by means of general advertising or general solicitation. (i) Such Rollover Seller is an "accredited investor" within the meaning of Regulation D of the 1933 Act. View More

Representation and Warranty. The Company represents and warrants to the Custodian that: (a)it has the power and authority to enter into and perform its obligations under this Agreement, and it has duly authorized, executed and delivered this Agreement so as to constitute its valid and binding obligation; and 28 (b)in giving any instructions which purport to be "Proper Instructions" under this Agreement, the Company will act in accordance with the provisions of its certificate of incorporation and bylaws and any applicable l...aws and regulations. 13.2Representations of the Custodian. The Custodian hereby represents and warrants to the Company that: (a)it is qualified to act as a custodian pursuant to Sections 17(f) and 26(a)(1) of the 1940 Act; (b)it has the power and authority to enter into and perform its obligations under this Agreement; (c)it has duly authorized, executed and delivered this Agreement so as to constitute its valid and binding obligations; and (d)it maintains business continuity policies and standards that include data file backup and recovery procedures that comply with all applicable regulatory requirements. Attention: Annye Hua Email: Annye.Hua@usbank.com With a copy to: U.S. Bank Global Corporate Trust Services 214 N. Tryon Street, 26th Floor Charlotte, NC 28202 Ref: TICC Capital Corp. Attention: Leslie DeRoss Email: leslie.deross@usbank.com (c)if to the Custodian solely in its role as Document Custodian, to U.S. Bank National Association 1719 Otis Way Florence, South Carolina 29501 Mail Code: Ref: TICC Capital Corp. Attention: Steven Garrett Fax No. : (843) 673-0162 Email: steven.garrett@usbank.com 16.CHOICE OF LAW AND JURISDICTION This Agreement shall be construed, and the provisions thereof interpreted under and in accordance with and governed by the laws of the State of New York for all purposes (without regard to its choice of law provisions); except to the extent such laws are inconsistent with federal securities laws, including the 1940 Act, in which case such federal securities laws shall govern. View More

Representation and Warranty. 11.1 Manufacturer's Representations and Warranties. Manufacturer represents and warrants to Anterios that: (a) it has the full power and right to enter into this Agreement and that there are no outstanding agreements, assignments, licenses, encumbrances or rights of any kind held by other parties, private or public, inconsistent with the provisions of this Agreement; (b) the Services will be performed with requisite care, skill and diligence, in accordance with Applicable Law and industry standa...rds, and by individuals who are appropriately trained and qualified; (c) to the best of its knowledge, the Services will not infringe the intellectual property rights of any third party and it will promptly notify Anterios in writing should it become aware of any claims asserting such infringement; (d) at the time of delivery to Anterios, the Product Manufactured under this Agreement (i) will have been Manufactured in accordance with cGMP (if applicable) and all other Applicable Law, the Manufacturing Process, the applicable Quality Agreement, and Specifications, and (ii) will not be adulterated or misbranded under the FDCA or other Applicable Law; and (e) it has not been debarred, nor is it subject to a pending debarment, and that it will not knowingly use in any capacity in connection with the Services any person who has been debarred pursuant to section 306 of the FDCA, 21 U.S.C. § 335a, or who is the subject of a conviction described in such section. Manufacturer agrees to 19 notify Anterios in writing immediately if Manufacturer or any person who is performing Services is debarred or is the subject of a conviction described in section 306, or if any action, suit, claim, investigation, or proceeding is pending, or to the best of Manufacturer's knowledge, is threatened, relating to the debarment or conviction of Manufacturer or any person performing Services. 11.2 Anterios Representations and Warranties. Anterios represents and warrants to Manufacturer that: (a) it has the full power and right to enter into this Agreement and that there are no outstanding agreements, assignments, licenses, encumbrances or rights held by other parties, private or public, inconsistent with the provisions of this Agreement, and (b) to the best of its knowledge, the use of Anterios Technology as contemplated in the Services will not infringe the intellectual property rights of any third party and that it will promptly notify Manufacturer in writing should it become aware of any claims asserting such infringement. (c) The Specifications will, to the best of Anterios' knowledge, conform to all Applicable Laws and will continue to so conform during the term of this Agreement,; (d) All Product delivered to Anterios by Manufacturer will be held, used and/or disposed of by Anterios in material compliance with all Applicable Laws; and (e) Anterios will materially comply with all Applicable Laws in the performance of its obligations under this Agreement and its use of any materials or Product provided by Manufacturer under this Agreement. 11.3 Disclaimer of Other Representations and Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. View More

Representation and Warranty. The Borrowers hereby represent and warrant to the Agent and the Lenders that, as of the date hereof and after giving effect to the waivers and amendments contained herein: (a) no Default or Event of Default has occurred and is continuing; (b) the execution, delivery and performance by the Borrowers of this Waiver have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to or action by, any person (...including any Governmental Authority) in order to be effective and enforceable. The Credit Agreement constitutes the legal, valid and binding obligation of the Borrowers, enforceable against each in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. View More

Representation and Warranty. 9.1 THE PARTIES, each individually and jointly, and COMPANY, represents and warrants to the other party that, to the best of their knowledge, as of the Effective Date: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization; (b) such party has all right, power and authority to enter into this Agreement; (b) when executed by the PARTIES and COMPANY, this Agreement will constitute a valid and legally binding obligation and shall be enfo...rceable in accordance with its terms; and (c) there are no existing or threatened actions, suits or claims pending or threatened against the PARTIES or COMPANY that may affect the performance of their obligations under the Agreement. 9.2 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, CONCERNING THE PATENT RIGHTS, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THE PARTIES OR THIRD PARTIES, VALIDITY, ENFORCEABILITY AND SCOPE OF PATENT RIGHTS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL THE PARTIES, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER THE PARTIES SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. -17- 10. ASSIGNMENT. This Agreement is personal to COMPANY and no rights or obligations may be assigned by COMPANY without the prior written consent of THE PARTIES, such consent not be unreasonably withheld, conditioned or delayed. Any assignment not permitted herein shall be void. Notwithstanding the foregoing, COMPANY may assign and delegate all its rights and obligations under this Agreement to the entity to which COMPANY sells or transfers all of its assets or with which it merges or consolidates, provided that, upon such assignment, merger, or purchase, (i) COMPANY shall deliver written notice to THE PARTIES at least fifteen (15) business days prior to any such proposed assignment, such notice to include the acquiring party's contact information as well as a description of all of the material terms and conditions of the agreement, in substantially final form, between COMPANY and the acquiring party, (ii) that this Agreement will immediately terminate if the assignee has not agreed in writing prior to such assignment to be bound by all of the terms and conditions of this Agreement, and (iii) COMPANY (or any AFFILIATES) is not in default of any material obligation under the Agreement (including without limitation payment of any amounts due under the Agreement) at the time of such assignment. View More

Representation and Warranty. To induce Agent and Lenders to enter into this Amendment, each Loan Party does hereby warrant, represent and covenant to Agent and Lenders that after giving effect to this Amendment (a) each representation or warranty of the Loan Parties set forth in the Loan Agreement is hereby restated and reaffirmed as true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if such representation or warranty were made on an...d as of the date hereof (except to the extent that any such representation or warranty expressly relates to a prior specific date or period), (b) no Default or Event of Default has occurred and is continuing as of the date hereof and (c) each Loan Party has the power and is duly authorized to enter into, deliver and perform this Amendment and this Amendment is the legal, valid and binding obligation of each Loan Party enforceable against each Loan Party in accordance with its terms. View More

Representation and Warranty. Each Borrower hereby represents and warrants as follows: (a) This Amendment and the Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of Borrowers and are enforceable against Borrowers in accordance with their respective terms (except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally or general principals of equity). (b) Upon the effectiveness of this Amendment, each Bo...rrower hereby reaffirms all covenants, representations and warranties made in the Loan Agreement to the extent the same are not amended hereby and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment. (c) The execution, delivery and performance of this Amendment and all other documents in connection therewith has been duly authorized by all necessary corporate action on the part of the Borrowers, and do not contravene, violate or cause the breach of any agreement, judgment, order, law or regulation applicable to any Borrower. (d) Upon the effectiveness of this Amendment, no Event of Default or Default has occurred and is continuing. (e) No Borrower has any defense, counterclaim or offset with respect to the Loan Agreement. View More

Representation and Warranty. OneMain Financial hereby represents and warrants to each of the Beneficiaries, as follows: (a) Organization, etc. OneMain Financial is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has full corporate power, authority and legal right to own or lease all of its properties and assets, to carry on its business as it is now being conducted and to execute, deliver and perform its obligations under this Support Agreement. OneMai...n Financial is in good standing and duly 4 qualified to do business and has obtained, directly or indirectly through its subsidiaries, all necessary licenses and approvals, except where the failure to so qualify or obtain licenses or approvals would render this Support Agreement unenforceable or would have an adverse effect on OneMain Financial's ability to perform its obligations under this Support Agreement. (b) Authorization; Valid Agreement. OneMain Financial has the power and authority to execute and deliver this Support Agreement and to carry out its terms. The execution and delivery of, and performance of its obligations under, this Support Agreement have been duly authorized by all required corporate or other action on the part of OneMain Financial, and this Support Agreement constitutes the legal, valid and binding obligation of OneMain Financial, enforceable in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles. (c) No Conflicts. Neither the execution and delivery of, nor the performance of OneMain Financial's obligations under, this Support Agreement does or will: (i) contravene its charter or by-laws; (ii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to OneMain Financial, except any such violation and any such filing, registration, consent or approval the absence of which would not render this Support Agreement unenforceable or have an adverse effect on OneMain Financial's ability to perform its obligations under this Support Agreement; (iii) result in a breach of or constitute a default or require any consent under any indenture, contract, agreement, mortgage, deed of trust or any other agreement, lease or instrument to which OneMain Financial is a party or by which it or its properties may be bound or affected, except any such breach or default and any such consent the absence of which would not render this Support Agreement unenforceable or would have an adverse effect on OneMain Financial's ability to perform its obligations under this Support Agreement; or (iv) result in, or require, the creation or imposition of any Lien upon or with respect to any of the assets and properties now owned or hereafter acquired by OneMain Financial. (d) No Proceedings. There are no proceedings or investigations pending, or, to the best knowledge of OneMain Financial, threatened, against OneMain Financial before any Governmental Authority (i) asserting the invalidity of this Support Agreement; (ii) seeking to prevent the consummation of any transaction contemplated by this Support Agreement; (iii) seeking any determination or ruling that would adversely affect the performance by OneMain Financial of its obligations under this Support Agreement; or (iv) seeking any determination or ruling that would adversely affect the validity or enforceability of this Support Agreement. (e) No Consents. No consent, approval, authorization or order of or declaration or filing with any Governmental Authority or other Person is required in connection with the execution, delivery or performance of this Support Agreement, except such as have been duly made or obtained. View More

Representation and Warranty. Borrower represents, warrants, and agrees that: (a) Except as expressly modified in this Amendment, the representations, warranties, and covenants set forth in the Agreement and in each other Loan Document remain true and correct, continue to be satisfied in all respects, and are legal, valid and binding obligations with the same force and effect as if entirely restated in this Amendment. (b) When executed, this Amendment will be a duly authorized, legal, valid, and binding obligation of Borrowe...r enforceable in accordance with its terms and Borrower reaffirms that all resolutions, articles of incorporation and bylaws previously delivered to Bank remain in full force and effect and may continue to be relied upon by Bank. The Agreement, as amended by this Amendment, is ratified and confirmed and shall remain in full force and effect. (c) There is no Default or Event of Default existing and continuing under the Agreement. 2 4. Conditions. This Amendment will not be effective until satisfaction of the following conditions precedent: 4.1 Execution of Amendment Documents. Bank shall have received (i) an executed copy of this Amendment and an executed copy of the Acknowledgement and Consent of the Guarantors in the form of Exhibit A attached hereto, or (ii) all other certificates, agreements and documents described on the closing checklist attached hereto as Exhibit B. 4.2 Fees and Expenses. Borrower shall have reimbursed Bank for all of Bank's fees and expenses, including attorneys' fees and expenses, incurred by Bank in connection with this Amendment. View More