Representation and Warranty Contract Clauses (8,376)
Grouped Into 318 Collections of Similar Clauses From Business Contracts
This page contains Representation and Warranty clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Representation and Warranty. Each Borrower represents and warrants that each of this Amendment and each of the other Modification Documents has been duly authorized, executed and delivered by it in accordance with resolutions adopted by its board of directors or comparable managing body. All other representations and warranties made by the Borrowers in the Loan Documents are incorporated by reference in this Amendment and are deemed to have been repeated as of the date of this Amendment with the same force and effect as if ...set forth in this Amendment, except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents. The Borrowers represent and warrant to the Administrative Agent, the Lenders, the Issuing Bank and the Swingline Lender that, after giving effect to the terms of this Amendment and the other Modification Documents, no Default nor Event of Default has occurred and been continuing.View More
Representation and Warranty. Each Borrower represents and warrants that each of this Amendment and each of the other Modification Documents has been duly authorized, executed and delivered by it in accordance with resolutions adopted by its board of directors or comparable managing body. Each Borrower represents and warrants that this Amendment and the other Modification Documents are legal, valid and binding obligations of each Borrower, enforceable against each Borrower in accordance with their respective terms, subject t...o bankruptcy, insolvency, reorganization or similar laws relating to creditors' rights generally and general principles of equity. All other representations and warranties made by the Borrowers in the Loan Documents are incorporated by reference in this Amendment and are deemed to have been repeated as of the date of this Amendment with the same force and effect as if set forth in this Amendment, except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents. The Borrowers represent and warrant to the Administrative Agent, the Lenders, the Issuing Bank and the Swingline Lender that, after giving effect to the terms of this Amendment and the other Modification Documents, no Default nor Event of Default has occurred and been continuing. 5 9. Fees and Expenses. In consideration of the amendments to the Loan Agreement and the other Loan Documents set forth herein and in the other Modification Documents, the Borrowers jointly and severally agree to pay to the Administrative Agent or the Arranger, for the ratable benefit of each Lender executing and delivering this Amendment (pro rata according to the respective Revolving Credit Percentages of the relevant Lenders), on the Amendment Effective Date, a nonrefundable amendment fee equal to 0.100% of the Aggregate Revolving Commitments as of the Amendment Effective Date. The Borrowers hereby confirm their joint and several obligations under Section 11.3(a) of the Loan Agreement to pay all reasonable, out-of-pocket fees and expenses of the Administrative Agent and the Arranger in connection with this Amendment and the other Modification Documents, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arranger. View More
Representation and Warranty. Each of the Borrower and each other Loan Party represents and warrants that each of this Amendment and each of the other Modification Documents has been duly authorized, executed and delivered by it in accordance with resolutions adopted by its board of directors or comparable managing body. All other representations and warranties made by the Borrowers Borrower and each other Loan Party in the Loan Documents are incorporated by reference in this Amendment and are deemed to have been repeated as... of the date of this Amendment with the same force and effect as if set forth in this Amendment, except that (a) any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents. The Borrowers represent Documents and warrant (b) each other representation or warranty expressly stated to be made as of the Closing Date shall not be deemed to have been repeated as of any date other than the Closing Date. Each of the Borrower and each other Loan Party represents and warrants to the Administrative Agent, the Lenders, Lenders and the Issuing Bank and the Swingline Lender that, after giving effect to the terms of this Amendment and the other Modification Documents, Amendment, no Default nor Event of Default has occurred and been continuing. View More
Representation and Warranty. Each Borrower represents and warrants that each of this Amendment and each of the other Modification Documents has been duly authorized, executed and delivered by it in accordance with resolutions adopted by its board of directors or comparable managing body. All other representations and warranties made by the Borrowers Borrower and each other Loan Party in the Loan Documents are incorporated by reference in this Amendment and are deemed to have been repeated as of the date of this Amendment an...d the other Modification Documents with the same force and effect as if set forth in this Amendment, except that any representation or warranty relating to any financial statements shall be deemed to be applicable to the financial statements most recently delivered to the Administrative Agent in accordance with the provisions of the Loan Documents. The Borrowers represent Documents, and, to the extent such representations or warranties are expressly stated to be made as of a particular date, such representations and warrant 15 warranties are true and correct as of such date. Each of the Borrower and each other Loan Party represents and warrants to the Administrative Agent, the Lenders, Lenders and the Issuing Bank and the Swingline Lender that, after giving effect to the terms of this Amendment and the other Modification Documents, no Default nor Event of Default has occurred and been continuing. View More
Representation and Warranty. (a) Executive represents and warrants to Corporation that (i) Executive is under no contractual or other restriction or obligation which is inconsistent with his execution of this Agreement or performance of his duties hereunder, (ii) Executive has no physical or mental disability that would hinder his performance of his duties under this Agreement, and (iii) she has had the opportunity to consult with an attorney of his choosing in connection with the negotiation of this Agreement.
Representation and Warranty. (a) Executive represents and warrants to Corporation that (i) Executive is under no contractual or other restriction or obligation which is inconsistent with his execution of this Agreement or performance of his her duties hereunder, (ii) Executive has no physical or mental disability that would hinder his her performance of his her duties under this Agreement, and (iii) she has had the opportunity to consult with an attorney of his choosing in connection with the negotiation of this Agreement.
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Representation and Warranty. When the Borrower signs this Amendment, the Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Agreement except those events, if any, that have been disclosed in writing to the Bank or waived in writing by the Bank, (b) the representations and warranties in the Agreement are true as of the date of this Amendment as if made on the date of this Amendment, (c) this Amendment does not conflict with ...any law, agreement, or obligation by which the Borrower is bound, and (d) if the Borrower is a business entity or a trust, this Amendment is within the Borrower's powers, has been duly authorized, and does not conflict with any of the Borrower's organizational papers.View More
Representation and Warranty. When the Borrower signs this Amendment, the Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default Notice Event under the Agreement except those events, if any, that have been disclosed in writing to the Bank or waived in writing by the Bank, Loan Documents, (b) the representations and warranties in the Agreement are true as of the date of this Amendment as if made on the date of this Amendment, (c) this Amen...dment does not conflict with any law, agreement, or obligation by which the Borrower is bound, and (d) if the Borrower is a business entity or a trust, (c) this Amendment is within the Borrower's powers, has been duly authorized, and does not conflict with any of the Borrower's organizational papers. papers, and (d) representations and warranties set forth in the Note are confirmed as of the date hereof. View More
Representation and Warranty. When the Borrower signs this Amendment, the Borrower represents and warrants to the Bank Lender that: (a) there is no event which is, or with notice or lapse of time or both would be, has occurred and is continuing that constitutes a default Default under the Agreement except those events, if any, that have been disclosed in writing to the Bank Lender or waived in writing by the Bank, Lender, (b) the representations and warranties in the Agreement are true correct in all material respects as of ...the date of this Amendment as if made on the date of this Amendment, (c) this Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound, and (d) if the Borrower is a business entity or a trust, this Amendment is within the Borrower's powers, has been duly authorized, and does not conflict with any of the Borrower's organizational papers. View More
Representation and Warranty. When the Borrower signs this Waiver and Amendment, the Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Agreement except those events, if any, that have been disclosed in writing to the Bank or waived in writing by the Bank, (b) the representations and warranties in the Agreement are true as of the date of this Waiver and Amendment as if made on the date of this Waiver and Amendment, (c) this ...Waiver and Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound, (d) this Waiver and (d) if the Borrower is a business entity or a trust, this Amendment is within the Borrower's powers, has been duly authorized, and does not conflict with any of the Borrower's organizational papers. papers, and (e) the Borrower is entering into this Waiver and Amendment on the basis of its own investigation and for its own reasons, without reliance on the Bank or any other entity or individual. View More
Representation and Warranty. The Borrower hereby represents and warrants, on and as of the Effective Date, that (i) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Effective Date, both immediately before and after giving effect to this Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall... be true and correct in all material respects as of such date), (ii) this Amendment has been duly authorized, executed and delivered by the Loan Parties and constitutes the legal, valid and binding obligation of each Loan Party enforceable against it in accordance with its terms and (iii) no Default or Event of Default shall have occurred and be continuing on the Effective Date, both immediately before and after giving effect to this Amendment.View More
Representation and Warranty. The Borrower Company hereby represents and warrants, on and as of the each Effective Date, that (i) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the each Effective Date, both immediately before and after giving effect to this Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation... or warranty shall be true and correct in all material respects as of such date), (ii) this Amendment has been duly authorized, executed and delivered by the Loan Parties Company and constitutes the legal, valid and binding obligation of each Loan Party the Company enforceable against it in accordance with its terms and (iii) no Default or Event of Default shall have occurred and be continuing on the any Effective Date, both immediately before and after giving effect to this Amendment. View More
Representation and Warranty. (a) The Trust, on behalf of each Fund, hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund, and to perform its obligations hereunder; (ii) This Agreement has been duly authorized, executed and delivered by the Trust, on its ...own behalf and on behalf of each Fund, in accordance with all requisite action and constitutes a valid and legally binding obligation of such Fund, enforceable in accordance with its terms; (iii) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) The method of valuation of Gold and each Reference Currency and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Funds would violate any applicable laws or regulations, the Funds shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Gold, each Reference Currency, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Gold and each Reference Currency and/or compute Net Asset Value or other computations in a manner each Fund specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by such Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) The Trust hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by BNY Mellon to such adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Trust or the Trust's sponsor and that, if required by applicable law, the Trust or the Trust's sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits. (vi) Each person named on Exhibit B hereto is duly authorized by the Trust to be an Authorized Person hereunder; (vii) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (b) BNY hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing that: (i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power and authority to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (ii) This Agreement has been duly authorized, executed and delivered by BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms; (iii) It has, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators.View More
Representation and Warranty. (a) The Trust, on behalf of itself and each Fund, hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) It The Trust is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund, and to perform its obligations hereunder; (ii) This Agreement has been duly authorized, executed and delivered ...by the Trust, on its own behalf and on behalf of each Fund, in accordance with all requisite action Trust and constitutes a valid and legally binding obligation of such Fund, the Trust, enforceable in accordance with its terms; (iii) It The Trust is conducting its business in material compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and federal; (iv) The Trust has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; conducted, and there is no statute, regulation, rule, order order, or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement agreement, or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) Agreement or with which the execution of this Agreement would cause a conflict; (v) The method of valuation of Gold and each Reference Currency securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. (vi) To the extent that the Trust becomes aware that the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Funds Trust would violate any applicable laws or regulations, the Funds Trust shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Gold, each Reference Currency, net asset value securities, Net Asset Value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Gold and each Reference Currency securities and/or compute Net Asset Value or other computations in a manner each Fund the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by such Fund the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) The Trust hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by BNY Mellon to such adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Trust or the Trust's sponsor and that, if required by applicable law, the Trust or the Trust's sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits. (vi) Materials; (vii) Each person named on Exhibit B hereto is duly authorized by the Trust to be an Authorized Person hereunder; (vii) (viii) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), Prospectus), each calculation of net asset value Net Asset Value provided by BNY Mellon hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. Participants; (ix) To the best of the Trust's knowledge, the Sponsor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification; and (x) The Trust shall promptly notify BNY Mellon in writing of any and all material legal proceedings or securities investigations relating to the Trust or the Funds that are filed or commenced against the Trust, any Fund, or the Sponsor. (b) BNY Mellon hereby represents and warrants to the Trust, warrants, which representations and warranties shall be continuing and shall be deemed to be continuing reaffirmed each day, that: (i) It is duly organized and existing under the laws of the jurisdiction of its organization, organization with full power and authority to carry on its business as now conducted, to enter into this Agreement Agreement, and to perform its obligations hereunder; (ii) This Agreement has been duly authorized, executed and delivered by BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms; (iii) It has, is conducting its business in substantial compliance with all applicable laws and will maintain, such backup, contingency requirements, both state and disaster recovery procedures federal; (iv) It has obtained all regulatory licenses, approvals and consents necessary to carry on its business as are required by now conducted and there is no statute, regulation, rule, order, or judgment binding on it and no provision of its regulators. Organizational Documents, nor of any mortgage, indenture, credit agreement, or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement or with which the execution of this Agreement would cause a conflict; and (v) It has in place and shall maintain physical, electronic and procedural safeguards reasonably designed to protect the availability, security, confidentiality and integrity of, and to prevent unauthorized access to or use of, any and all books, records and information related to the Trust. View More
Representation and Warranty. (a) The Trust, on behalf of each Fund, Sponsor hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) It (a) The Trust is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund, and to perform its obligations hereunder; (ii) (b) This Agreement has been duly authorized, executed and deliv...ered by the Trust, on its own behalf and on behalf of each Fund, such Trust in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of such Fund, Trust, enforceable in accordance with its terms; (iii) (c) The Trust's Sponsor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification. (d) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) (e) The method of valuation of Gold and each Reference Currency securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. Trust. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Funds Trust would violate any applicable laws or regulations, the Funds Trust's Sponsor shall immediately so promptly notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Gold, each Reference Currency, net asset value securities, Net Asset Value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Gold and each Reference Currency securities and/or compute Net Asset Value or other computations in a manner each Fund the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by such Fund the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) (f) The Trust hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, Agreement and (iii) any benefits accruing to BNY Mellon or to the adviser to, Investment Advisor to or sponsor of, the of a Trust in connection with this Agreement, including, including but not limited to, to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made, made or to be made, made by BNY Mellon to such adviser or sponsor or to any affiliate of the Trust Sponsor relating to this Agreement have been fully disclosed to the Trust or Board of the Trust's sponsor and that, if required by applicable law, the Trust or the Trust's sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits. (vi) Sponsor; (g) Each person named on Exhibit B A hereto is duly authorized by the such Trust to be an Authorized Person hereunder; (vii) (h) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Registration Statement of Additional Information), on Form S-1), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (b) BNY hereby represents (i) Without limiting the provisions of Section 21 herein, the Trust shall treat as confidential the terms and warrants to the Trust, which representations and warranties shall be deemed to be continuing that: (i) It is duly organized and existing under the laws conditions of the jurisdiction of its organization, with full power and authority to carry on its business as now conducted, to enter into this Agreement and shall not disclose nor authorize disclosure thereof to perform any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors, and counsel, (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, (iii) to any other person when required by a court order or legal process, or (iv) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Trust shall instruct its employees, regulators, examiners, internal and external accountants, auditors, and counsel who may be afforded access to such information of the Trust's obligations of confidentiality hereunder; (ii) This Agreement has been duly authorized, executed and delivered by (j) The Trust shall promptly notify BNY Mellon in accordance with writing of any and all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms; (iii) It has, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators. legal proceedings or securities investigations filed or commenced against the Trust, the Sponsor or the Board. View More
Representation and Warranty. (a) (i) The Trust, on behalf of each Fund, Trust hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (i) (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund, and to perform its obligations hereunder; (ii) (b) This Agreement has been duly authorized, executed and delivered by ...the Trust, on its own behalf and on behalf of each Fund, Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of such Fund, the Trust, enforceable in accordance with its terms; (iii) (c) The Sponsor is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification. (d) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) (e) The method of valuation of Gold bitcoin and each Reference Currency Other Trust Assets and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Funds. Trust. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Funds Trust would violate any applicable laws or regulations, the Funds Trust shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of Gold, each Reference Currency, bitcoin, Other Trust Assets, net asset value or other computation, as the case may be, or, instruct BNY Mellon in writing to value Gold bitcoin and each Reference Currency Other Trust Assets and/or compute Net Asset Value or other computations in a manner each Fund the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by such Fund the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing; (v) The Trust hereby represents and warrants to BNY Mellon that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNY Mellon or to the adviser to, or sponsor of, the Trust in connection with this Agreement, including, but not limited to, any fee waivers, reimbursements, or payments made, or to be made, by BNY Mellon to such adviser or sponsor or to any affiliate of the Trust relating to this Agreement have been fully disclosed to the Trust or the Trust's sponsor and that, if required by applicable law, the Trust or the Trust's sponsor has approved or will approve the terms of this Agreement, and any such fees, expenses, and benefits. (vi) (f) Each person named on Exhibit B A hereto is duly authorized by the Trust to be an Authorized Person hereunder; (vii) and (g) It has implemented, and is acting in accordance with, procedures reasonably designed to ensure that it will disseminate to all market participants, other than Authorized Participants (as defined in its Prospectus and Statement of Additional Information), each calculation of net asset value provided by BNY hereunder to Authorized Participants at the time BNY Mellon provides such calculation to Authorized Participants. (b) (ii) BNY Mellon hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing continuing, that: (i) (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power and authority to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (ii) (b) This Agreement has been duly authorized, executed and delivered by BNY Mellon in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms; (iii) (c) It has, and will maintain, such backup, contingency and disaster recovery procedures as are required by its regulators. View More
Representation and Warranty. Each Borrower represents and warrants: 3.1 No representation, warranty or other statement of Borrower in any certificate or written statement given to Lender contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. 3.2 Borrower is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which t...he conduct of its business or its ownership of property requires that it be qualified. 3.3 The execution, delivery and performance of this Agreement has been duly authorized, and does not conflict with Borrower's organizational documents, nor constitute an Event of Default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound. 3.4 Borrower has good title to the Collateral and all inventory is in all material respects of good and marketable quality, free from material defects. 3.5 Borrower's name, form of organization, chief executive office, and the place where the records concerning all Receivables and Collateral are kept is set forth at the beginning of this Agreement, Borrower's chief executive office is located at its address for notices set forth in this Agreement. 3.6 If Borrower owns, holds or has any interest in, any copyrights (whether registered, or unregistered), patents or trademarks, and licenses of any of the foregoing, such interest has been specifically disclosed and identified to Lender in writing.View More
Representation and Warranty. Each Borrower represents and warrants: 3.1 5.1 With respect to each Financed Receivable: (a) It is the owner with legal right to sell, transfer and assign it; (b) The correct Receivable Amount is on the Funding Request and is not disputed; (c) Such Financed Receivable is an Eligible Receivable; (d) Lender has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and (e) No representation, warranty or other statement... of Borrower in any certificate or written statement given to Lender contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. 3.2 5.2 Borrower is duly existing and in good standing in its state jurisdiction of formation and qualified and licensed to do business in, and in good standing in, any state jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified. 3.3 5.3 The execution, delivery and performance of this Agreement has been duly authorized, and does not conflict with Borrower's organizational documents, nor constitute an Event of Default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound. 3.4 5.4 Borrower has good title to the Collateral and all inventory is in all material respects of good and marketable quality, free from material defects. 3.5 5.5 Borrower's name, form of organization, chief executive office, and the place where the records concerning all Financed Receivables and Collateral are kept is set forth at the beginning of this Agreement, Borrower's chief executive office Borrower is located at its address for notices set forth in this Agreement. 3.6 5.6 If Borrower owns, holds or has any interest in, any copyrights (whether registered, or unregistered), patents or trademarks, and licenses of any of the foregoing, such interest has been specifically disclosed and identified to Lender in writing. View More
Representation and Warranty. Each Borrower represents and warrants: 3.1 No representation, warranty or other statement of such Borrower in any certificate or written statement given to Lender contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not materially misleading. 3.2 Such Borrower is duly existing and in good standing in its state of formation and and, except as otherwise permitted under Section 4.10(b), qualifie...d and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified. 3.3 The execution, delivery and performance of this Agreement has been duly authorized, and does not conflict with such Borrower's organizational documents, nor constitute an Event of Default under any material agreement by which such Borrower is bound. Such Borrower is not in material default under any agreement to which or by which it is bound. 3.4 Such Borrower has good title to the Collateral and all inventory is in all material respects of good and marketable quality, free from material defects. defects (ordinary wear and tear excepted). 3.5 Such Borrower's name, form of organization, chief executive office, and the place where the records concerning all Receivables and Collateral are kept is set forth at the beginning of in Schedule 1 attached to this Agreement, Borrower's chief executive office Agreement. Such Borrower is located at its address for notices set forth in this Agreement. 3.6 If such Borrower owns, holds or has any interest in, any copyrights (whether registered, or unregistered), patents or trademarks, and licenses of any of the foregoing, such interest has been specifically disclosed and identified to Lender in writing. View More
Representation and Warranty. Each Borrower represents and warrants: 3.1 No representation, warranty or other statement of Borrower in any certificate or written statement given to Lender contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. 3.2 Such Borrower is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in wh...ich the conduct of its business or its ownership of property requires that it be qualified. 3.3 The execution, delivery and performance of this Agreement has been duly authorized, and does not conflict with such Borrower's organizational documents, nor constitute an Event of Default under any material agreement by which such Borrower is bound. Such Borrower is not in default under any agreement to which or by which it is bound. bound, which default would reasonably be expected to have a material adverse impact on Borrower's business. 3.4 Such Borrower has good title to the Collateral and all inventory is in all material respects of good and marketable quality, free from material defects. 3.5 Such Borrower's name, form of organization, chief executive office, and the place where the records concerning all Receivables and Collateral are kept is are set forth at the beginning of this Agreement, Borrower's chief executive office Agreement. Such Borrower is located at its address for notices set forth in this Agreement. 3 3.6 If such Borrower owns, holds or has any interest in, any copyrights (whether registered, or unregistered), registered copyrights, patents or registered trademarks, and licenses of any of the foregoing, such interest has been specifically disclosed and identified to Lender in writing. View More
Representation and Warranty. Executive hereby represents and warrants to the Company, and acknowledges, as follows. 16.1 The success of the Company's business depends in large part on the protection of the Confidential Information and trade secrets. 16.2 Executive's access to the Confidential Information, coupled with the personal relationships and goodwill between the Company and its customers, would enable Executive to compete unfairly against the Company. 16.3 Executive has full power, authority and capacity to enter int...o this Agreement and to perform Executive's obligations hereunder. 16.4 This Agreement has been voluntarily executed by Executive and constitutes a valid and binding agreement of Executive. 16.5 Executive has read this Agreement and has had the opportunity to have this Agreement reviewed by Executive's legal counsel. 16.6 Given the nature of the business in which the Company is engaged, the restrictions in Section 12 and Section 13, including their geographic scope and duration, are reasonable and necessary to protect the legitimate business interests of the Company. 16.7 Executive's continued employment with the Company is sufficient consideration for this Agreement. 16.8 Executive is among the Company's executive personnel, management personnel or officers and employees who constitute professional staff to executive and management personnel. 9 16.9 This Agreement is intended to protect the Company's trade secrets and Confidential Information. 16.10 To the best of Executive's knowledge, Executive's employment with the Company will not (a) conflict with or result in a breach of, (b) constitute a default under, (c) result in the violation of, (d) give any third party the right to terminate or to accelerate any obligation under, or (e) require any authorization, consent, approval, execution or other action by or notice to any court or other governmental body under, the provisions of any other agreement or instrument to which Executive is a party. 16.11 Executive has not previously and shall not in the future disclose to the Company any proprietary information, trade secrets or other confidential information belonging to any previous employer. 16.12 Executive shall notify business partners and future employers of Executive's obligations under this Agreement.View More
Representation and Warranty. Executive hereby represents and warrants to the Company, and acknowledges, Company as follows. 16.1 The follows: 13.1 Executive acknowledges the success of the Company's business depends in large part on the protection of the Confidential Information and trade secrets. 16.2 Executive acknowledges Executive's access to the Confidential Information, coupled with the personal relationships and goodwill between the Company and its customers, customers would enable Executive to compete unfairly again...st the Company. 16.3 Company; 13.2 Executive acknowledges this Agreement is intended to protect the Company's Confidential Information and that, given the nature of the business in which the Company is engaged, the restrictions in Sections 7 through 9 are reasonable and necessary to protect the legitimate interests of the Company; 13.3 Executive has full power, authority authority, and capacity to enter into this Agreement and to perform Executive's obligations hereunder. 16.4 This Agreement has been voluntarily executed by Executive and constitutes a valid and binding agreement of Executive. 16.5 Executive; 13.4 Executive has read this Agreement and has had the opportunity to have this Agreement reviewed by Executive's legal counsel. 16.6 Given counsel; 13.5 Executive acknowledges and agrees that the nature of the business in which the Company is engaged, the restrictions in Section 12 payments and Section 13, including their geographic scope and duration, are reasonable and necessary to protect the legitimate business interests of the Company. 16.7 Executive's continued employment with the Company is other consideration set forth above constitute sufficient consideration for this Agreement. 16.8 Executive is among the Company's executive personnel, management personnel or officers and employees who constitute professional staff to executive and management personnel. 9 16.9 This Agreement is intended to protect the Company's trade secrets and Confidential Information. 16.10 Agreement; -10- 13.6 To the best of Executive's knowledge, Executive's employment with the Company will not (a) conflict with or result in a breach of any of the provisions of, (b) constitute a default under, (c) result in the violation of, (d) give any third party the right to terminate or to accelerate any obligation under, or (e) require any authorization, consent, approval, execution execution, or other action by or notice to any court or other governmental body under, under the provisions of any other agreement or instrument to which Executive is a party. 16.11 party; 13.7 Executive has not previously and shall will not in the future disclose to the Company any proprietary information, trade secrets secrets, or other confidential information belonging to any previous employer. 16.12 employer or other third party to whom Executive shall has an obligation of confidentiality, and Executive has not previously and will not bring onto the premises of Company or use any unpublished documents or any property belonging to any former employer or other third party to whom Executive has an obligation of confidentiality, unless consented to in writing by that former employer or person; and 13.8 Executive will notify business partners and future employers of Executive's obligations under this Agreement. Agreement, and Executive consents to such notification by the Company. View More
Representation and Warranty. Executive hereby represents and warrants to the Company, and acknowledges, Company as follows. 16.1 The follows: 13.1 Executive acknowledges the success of the Company's business depends in large part on the protection of the Confidential Information and trade secrets. 16.2 Executive acknowledges Executive's access to the Confidential Information, coupled with the personal relationships and goodwill between the Company and its customers, customers would enable Executive to compete unfairly again...st the Company. 16.3 Company; 13.2 Executive has full power, authority authority, and capacity to enter into this Agreement and to perform Executive's his obligations hereunder. 16.4 This Agreement has been voluntarily executed by Executive and constitutes a valid and binding agreement of Executive. 16.5 Executive; 13.3 Executive has read this Agreement and has had the opportunity to have this Agreement reviewed by Executive's legal counsel. 16.6 counsel; 13.4 Given the nature of the business in which the Company is engaged, the restrictions in Section 12 Sections 8 and Section 13, 9 above, including their geographic scope and duration, are reasonable and necessary to protect the legitimate business interests of the Company. 16.7 Company; 13.5 Executive acknowledges and agrees that Executive's continued employment with the Company is sufficient consideration for this Agreement. 16.8 Agreement; 7 13.6 Executive acknowledge that Executive is among the Company's executive personnel, management personnel or officers and employees who constitute professional staff to executive and management personnel. 9 16.9 This that this Agreement is intended to protect the Company's trade secrets and Confidential Information. 16.10 secrets; 13.7 To the best of Executive's knowledge, Executive's employment with the Company will not (a) (1) conflict with or result in a breach of any of the provisions of, (b) (2) constitute a default under, (c) (3) result in the violation of, (d) (4) give any third party the right to terminate or to accelerate any obligation under, or (e) (5) require any authorization, consent, approval, execution execution, or other action by or notice to any court or other governmental body under, under the provisions of any other agreement or instrument to which Executive is a party. 16.11 party; 13.8 Executive has not previously and shall will not in the future disclose to the Company any proprietary information, trade secrets secrets, or other confidential information belonging to any previous employer. 16.12 employer; and 13.9 Executive shall will notify business partners and future employers of Executive's obligations under this Agreement. View More
Representation and Warranty. Executive hereby represents and warrants to the Company, and acknowledges, Company as follows. 16.1 The follows: 11.1 Executive acknowledges the success of the Company's business depends in large part on the protection of the Confidential Information and trade secrets. 16.2 Executive acknowledges Executive's access to the Confidential Information, coupled with the personal relationships and goodwill between the Company and its customers, would enable Executive to compete unfairly against the Com...pany. 16.3 Company; 11.2 Executive has full power, authority authority, and capacity to enter into this Agreement and to perform Executive's her obligations hereunder. 16.4 This Agreement has been voluntarily executed by Executive and constitutes a valid and binding agreement of Executive. 16.5 Executive; 11.3 Executive has read this Agreement and has had the opportunity to have this Agreement reviewed by Executive's legal counsel. 16.6 counsel; 8 11.4 Given the nature of the business in which the Company is engaged, the restrictions in Section 12 and Section 13, including their geographic scope and duration, 8 above are reasonable and necessary to protect the legitimate business interests of the Company. 16.7 Company; 11.5 Executive acknowledges and agrees that Executive's continued employment with the Company is sufficient consideration for this Agreement. 16.8 Agreement; 11.6 Executive is among the Company's executive personnel, management personnel personnel, or officers and employees who constitute professional staff to executive and management personnel. 9 16.9 This Moreover, Executive acknowledges this Agreement is intended to protect the Company's trade secrets and Confidential Information. 16.10 Information; 11.7 To the best of Executive's knowledge, Executive's employment with the Company will not (a) (1) conflict with or result in a breach of any of the provisions of, (b) (2) constitute a default under, (c) (3) result in the violation of, (d) (4) give any third party the right to terminate or to accelerate any obligation under, or (e) (5) require any authorization, consent, approval, execution execution, or other action by or notice to any court or other governmental body under, under the provisions of any other agreement or instrument to which Executive is a party. 16.11 party; 11.8 Executive has not previously and shall will not in the future disclose to the Company any proprietary information, trade secrets secrets, or other confidential information belonging to any previous employer. 16.12 employer; and 11.9 Executive shall will notify business partners and future employers of Executive's obligations under this Agreement. View More
Representation and Warranty. Each Obligor hereby jointly and severally represents and warrants to Administrative Agent and Lenders, that 5.1 the execution, delivery and performance by the Obligors of this Agreement: (a) are within each Obligor's corporate, limited liability company or partnership powers, as applicable, and have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, and, if required, equity holder action (including, without limitation, any action required to... be taken by any class of directors or other governing body of any Obligor or any other Person, whether interested or disinterested, in order to ensure the due authorization of the execution, delivery and performance by the Obligors of this Agreement); (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Obligor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or could not reasonably be expected to have a Material Adverse Effect, 3 (c) will not violate any Sanctions and Applicable Law or any Organic Documents of any Obligor or any Restricted Subsidiary, or any order of any Governmental Authority, (d) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or any Restricted Subsidiary and (e) will not result in the creation or imposition of any Lien on any Property of any Obligor or any Restricted Subsidiary (other than the Liens created by the Loan Documents); 5.2 this Agreement has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligation of such Obligor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, 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; and 5.3 no Default or Event of Default has occurred and is continuing.View More
Representation and Warranty. Each Obligor Borrower hereby jointly and severally represents and warrants to Administrative Agent and Lenders, that 5.1 the execution, delivery and performance by the Obligors Borrowers of this Agreement: (a) are within each Obligor's Borrower's corporate, limited liability company or partnership powers, as applicable, and have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, and, if required, equity holder action (including, without limi...tation, any action required to be taken by any class of directors or other governing body of any Obligor Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of the execution, delivery and performance by the Obligors Borrowers of this Agreement); (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Obligor Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or could not reasonably be expected to have a Material Adverse Effect, 3 Effect; (c) will not violate any Sanctions and Applicable Law or Law, any Organic Documents of any Obligor Borrower or any Restricted Subsidiary, or any order of any Governmental Authority, Authority; (d) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor Borrower or any Restricted Subsidiary Subsidiary; and (e) will not result in the creation or imposition of any Lien on any Property of any Obligor Borrower or any Restricted Subsidiary (other than the Liens created by the Loan Documents); Documents). 5.2 this Agreement has been duly executed and delivered by such Obligor Borrower and constitutes a legal, valid and binding obligation of such Obligor, as applicable, Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, 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; and 5.3 no Default or Event of Default has occurred and is continuing. 19 6. Reaffirmation. Each of the Borrowers hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect. Each Borrower acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect, and that all of its obligations thereunder (other than as expressly amended hereby) shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement. View More
Representation and Warranty. 5.1 Each Obligor has all requisite corporate (or equivalent) power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, the Loan Agreement as amended by this Agreement (the "Amended Agreement") and the other Loan Documents. 5.2 Each Obligor hereby jointly and severally represents and warrants to Administrative Agent and Lenders, that 5.1 the execution, delivery and performance by the Obligors of this Agreement: (a) are w...ithin each Obligor's corporate, limited liability company or partnership powers, as applicable, and have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, and, if required, equity holder action (including, without limitation, any action required to be taken by any class of directors or other governing body of any Obligor or any other Person, whether interested or disinterested, in order to ensure the due authorization of the execution, delivery and performance by the Obligors of this Agreement); (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of any Obligor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or could not reasonably be expected to have a Material Adverse Effect, 3 (c) will not violate any Sanctions and Applicable Law or any Organic Documents of any Obligor or any Restricted Subsidiary, or any order of any Governmental Authority, (d) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or any Restricted Subsidiary and (e) will not result in the creation or imposition of any Lien on any Property of any Obligor or any Restricted Subsidiary (other than the Liens created by the Loan Documents); 5.2 this Agreement has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligation of such Obligor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, 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; law. 5.3 The execution and 5.3 no delivery by each Obligor of this Agreement and the performance by each Obligor of this Agreement, the Amended Agreement and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or other equity holders or any class of directors or other governing body, whether interested or disinterested, of Borrower or any other Person) to be made or obtained by an Obligor, nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement, the Amended Agreement or any other Loan Document against an Obligor or the consummation of the transactions contemplated thereby by an Obligor, except such as have been obtained or made and are in full force and effect other than (i) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, or Event would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any Sanctions or Applicable Law applicable to an Obligor, (ii) any Organic Documents of Default has occurred any Obligor, or (iii) any order of any Governmental Authority binding on any Obligor, (c) will not violate or result in a default under any Material Contract, or give rise to a right thereunder to require any payment to be made by any Obligor or any Subsidiary thereunder and is continuing. (d) will not result in the creation or imposition of any consensual Lien on any Property of any Obligor or any Subsidiary (other than the Liens created by the Loan Documents). View More
Representation and Warranty. Guarantor represents and warrants to Lender that: (a) this Guaranty is executed at Borrower's request; (b) Guarantor shall not, without Lender's prior written consent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or a substantial or material part of Guarantor's assets other than in the ordinary course of Guarantor's business; (c) Lender has made no representation to Guarantor as to the creditworthiness of the Borrower; and (d) Guarantor has established adequat...e means of obtaining from the Borrower on a continuing basis financial and other information pertaining to Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or material about the Borrower which is acquired by Lender in any manner.View More
Representation and Warranty. Guarantor represents and warrants to Lender Bank that: (a) this Guaranty is executed at Borrower's Borrowers' request; (b) Guarantor shall not, without Lender's Bank's prior written consent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or a substantial or material part of Guarantor's assets other than in the ordinary course of Guarantor's business; business, nor accomplish any of the above by virtue of a division or similar transaction; (c) Lender Bank has mad...e no representation to Guarantor as to the creditworthiness of any of the Borrower; Borrowers; and (d) Guarantor has established adequate means of obtaining from each of the Borrower Borrowers on a continuing basis financial and other information pertaining to Borrower's Borrowers' financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder, and Guarantor further agrees that Lender Bank shall have no obligation to disclose to Guarantor any information or material about any of the Borrower Borrowers which is acquired by Lender Bank in any manner. View More
Representation and Warranty. Guarantor represents and warrants to Lender Agent and Lenders that: (a) this Guaranty is executed at Borrower's request; (b) Guarantor shall not, without Lender's Agent's prior written consent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or a substantial or material part of Guarantor's assets other than in the ordinary course of Guarantor's business; (c) Lender Agent has made no representation to Guarantor as to the creditworthiness of the Borrower; and (d) G...uarantor has established adequate means of obtaining from the Borrower on a continuing basis financial and other information pertaining to Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder, liability under this Guaranty, and Guarantor further agrees that Lender Agent and Lenders shall have no obligation to disclose to Guarantor any information or material about the Borrower which is acquired by Lender Agent or Lenders in any manner. 2 6. GUARANTOR'S COVENANTS. Guarantor covenants and agrees from the date hereof until payment and performance in full of all Indebtedness, and until the termination of the Loan Agreement, unless Agent, on behalf of Lenders, otherwise consents in writing, Guarantor shall deliver or cause to be delivered to Agent promptly upon Agent's written request, such information about the financial condition and operations of Guarantor as Agent may, from time to time, reasonably request. View More
Representation and Warranty. Guarantor represents and warrants to Lender Bank that: (a) this Guaranty is executed at Borrower's Borrowers' request; (b) Guarantor shall not, without Lender's Bank's prior written consent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or a substantial or material part of Guarantor's assets other than in the ordinary course of Guarantor's business; (c) Lender Bank has made no representation to Guarantor as to the creditworthiness of any of the Borrower; Borrow...ers; and (d) Guarantor has established adequate means of obtaining from each of the Borrower Borrowers on a continuing basis financial and other information pertaining to Borrower's Borrowers' financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder, and Guarantor further agrees that Lender Bank shall have no obligation to disclose to Guarantor any information or material about any of the Borrower Borrowers which is acquired by Lender Bank in any manner. View More
Representation and Warranty. (a) Each Borrower represents and warrants to the Lender that as of the date of this Amendment: (i) its representations and warranties in the Loan Documents to which it is a party are true and correct in all material respects as though made on Third Amendment Date, except to the extent that any of them speak to a different specific date, in which case they are true and correct in all material respects as of the earlier date; 2 (ii) as of the Third Amendment Date, (A) no Default or Event of Defaul...t exists, and (B) no Default or Event of Default exists under, and as defined in, the Greystone Real Estate Loan Agreement; (iii) its execution, delivery and performance of this Amendment and all other Loan Documents executed by it in connection with this Amendment have been duly authorized by all necessary corporate or limited liability company action, as applicable, and do not and will not contravene the terms of any of its organizational documents, any law or any indenture, loan or credit agreement, or any other material agreement or instrument to which it is a party or by which it is bound or to which it or its properties are subject; (iv) no authorizations, approvals or consents of, and no filings or registrations with, any governmental authority or any other Person are necessary for the execution, delivery or performance by such Borrower of this Amendment or the other Loan Documents executed by it in connection with this Amendment, or for the validity or enforceability thereof; and (v) this Amendment and each other Loan Document to which it is a party constitutes such Borrower's legal, valid and binding obligations, enforceable against it in accordance with its terms, in all cases except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity).View More
Representation and Warranty. (a) Each Borrower and each Guarantor represents and warrants to the Lender that as of the date of this Amendment: (i) its representations and warranties in the Loan Documents to which it is a party are true and correct in all material respects as though made on Third Fifth Amendment Date, except to the extent that any of them speak to a different specific date, in which case they are true and correct in all material respects as of the earlier date; 2 (ii) as of the Third Fifth Amendment Date, (A...) no Default or Event of Default exists, and (B) no Default or Event of Default exists under, and as defined in, the Greystone Real Estate Loan Agreement; (iii) its execution, delivery and performance of this Amendment and all other Loan Documents executed by it in connection with this Amendment have been duly authorized by all necessary corporate or limited liability company action, as applicable, and do not and will not contravene the terms of any of its organizational documents, any law or any indenture, loan or credit agreement, or any other material agreement or instrument to which it is a party or by which it is bound or to which it or its properties are subject; (iv) no authorizations, approvals or consents of, and no filings or registrations with, any governmental authority or any other Person are necessary for the execution, delivery or performance by such Borrower or Guarantor of this Amendment or the other Loan Documents executed by it in connection with this Amendment, or for the validity or enforceability thereof; and (v) this Amendment and each other Loan Document to which it is a party constitutes such Borrower's or Guarantor's legal, valid and binding obligations, enforceable against it in accordance with its terms, in all cases except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity). 5 7. Fees and Expenses. (a) As additional consideration for Lender entering into this Amendment, modifying the Prior Revolving Loan and extending the Revolving Loan and Term Loan E, Borrowers shall pay (i) an origination fee of $10,000.00, and (ii) a documentation fee of $250.00. (b) In accordance with Section 10.5 of the Loan Agreement (and without in any way limiting its provisions), Borrowers shall pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of Lender's counsel (determined on the basis of such counsel's generally applicable rates) in connection with (i) this Amendment, the preparation of this Amendment and any other Loan Documents, and any filings or other documents or instruments required in connection with the preparation of this Amendment or the other Loan Documents, and (ii) the enforcement, collection or protection of its rights in connection with the Loan Documents, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect the Loan Documents and this Agreement. Expenses being reimbursed by Borrowers under this Section include, without limitation, costs and expenses incurred in connection with appraisals, field examinations, insurance reviews, flood determinations, lien and title searches and title insurance, and recording and filing fees or taxes. View More
Representation and Warranty. (a) Each The Borrower represents and warrants to the Lender Lenders that as of the date of execution of this Amendment: (i) its Amendment and as of the Amendment Effective Date: (a) the representations and warranties set forth in the Loan Documents to which it is a party Credit Agreement are true and correct in all material respects as though made on Third Amendment Date, the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and co...rrect in all material respects as of such earlier date, and for purposes of this Amendment the earlier date; 2 (ii) as representations and warranties contained in subsection (a) of Section 3.04 shall be deemed to refer to the Third Amendment Date, (A) most recent financial statements furnished by the Borrower pursuant to clauses (a) and (b) of Section 5.01; (b) no Default or Event of Default exists, and (B) no Default or Event of Default exists under, and as defined in, exists; (c) the Greystone Real Estate Loan Agreement; (iii) its execution, delivery and performance by Borrower of this Amendment and all other Loan Documents executed by it in connection with this Amendment have been duly authorized by all necessary corporate or limited liability company action, as applicable, action and do not and will not contravene the terms of any of its organizational the Borrower's governing documents, any law or any indenture, loan or credit agreement, or any other material agreement or instrument to which it the Borrower is a party or by which it is bound or to which it or its properties are subject; (iv) (d) no authorizations, approvals or consents of, and no filings or registrations with, any governmental authority Governmental Authority or any other Person are necessary for the execution, delivery or performance by such Borrower the Borrowers of this Amendment or the other Loan Documents executed by it in connection with this Amendment, or for the validity or enforceability thereof; thereof, other than routine informational filings with the United States Securities and (v) Exchange Commission and/or other Governmental Authorities; and (e) this Amendment and each other Loan Document to which it is a party constitutes such Borrower's the legal, valid and binding obligations, obligations of the Borrower, enforceable against it the Borrower in accordance with its terms, in all cases except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity). View More
Representation and Warranty. (a) Each The Borrower hereby represents and warrants to that: (a) the Lender that as of the date of this Amendment: (i) its representations and warranties contained in Article V of the Loan Documents to which it is a party Credit Agreement are true and correct in all material respects on and as though made on Third Amendment Date, of the date hereof, except to the extent that any of them speak such representations and warranties specifically refer to a different specific an earlier date, in whic...h case they are were true and correct as of such earlier date, and except that for purposes hereof, (i) the representations and warranties contained in all material respects subsections (a) and (b) of Section 5.12 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (b) no Default exists under the Credit Agreement on and as of the earlier date; 2 (ii) as of the Third Amendment Date, (A) no Default or Event of Default exists, date hereof and (B) no Default or Event of Default exists under, and as defined in, the Greystone Real Estate Loan Agreement; (iii) its execution, delivery and performance of after giving effect to this Amendment, (c) this Amendment and all other Loan Documents executed by it in connection with this Amendment have has been duly authorized executed and delivered by all necessary corporate or limited liability company action, as applicable, the Borrower and do not and will not contravene the terms of any of its organizational documents, any law or any indenture, loan or credit agreement, or any other material agreement or instrument to which it is constitutes a party or by which it is bound or to which it or its properties are subject; (iv) no authorizations, approvals or consents of, and no filings or registrations with, any governmental authority or any other Person are necessary for the execution, delivery or performance by such Borrower of this Amendment or the other Loan Documents executed by it in connection with this Amendment, or for the validity or enforceability thereof; and (v) this Amendment and each other Loan Document to which it is a party constitutes such Borrower's legal, valid and binding obligations, obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally or by equitable principles relating to enforceability. (d) this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, in all cases except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding principles of equity. (e) the enforcement execution, delivery and performance of this Amendment will not: (i) contravene the terms of the Organization Documents of the Borrower or any applicable laws affecting remedies (whether considered of the Partner Entities; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (x) any Contractual Obligation to which the Borrower is a court party or (y) any order, injunction, writ or decree of law any Governmental Authority or a proceeding in equity). any arbitral award to which the Borrower or its Property is subject; or (iii) violate any Requirement of Law. View More
