Representation and Warranty Contract Clauses (8,376)

Representation and Warranty. To induce Agent and Lenders to enter into this Agreement, Borrower does hereby warrant, represent and covenant to Agent and Lenders that (i) each representation or warranty of Borrower set forth in the Credit Agreement and other Financing Documents is hereby restated and reaffirmed as true, accurate and complete in all material respects on and as of the date hereof as if such representation or warranty were made on and as of the date hereof (provided, however, that such materiality qualifier sha...ll not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof, and provided, further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date), (ii) both before and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing and (iii) Borrower has the power and is duly authorized and has obtained all necessary consents and has taken all necessary actions to enter into, deliver and perform this Agreement and this Agreement is the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms. View More

Representation and Warranty. Each of the Seller and the Servicer hereby represents and warrants to each Purchaser and the Administrator as follows: (a) Representations and Warranties. The representations and warranties of such Person contained in Exhibit III of the Agreement are true and correct in all material respects as of the date hereof (except to the extent that such representations and warranties relate expressly to an earlier date, and in which case such representations and warranties shall be true and correct in al...l material respects as of such earlier date). (b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement are within each of its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment and the Agreement are such Person's valid and legally binding obligations, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) No Default. Immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist. 2 4. Effect of Amendment. All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to "this Agreement", "hereof", "herein" or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein. View More

Representation and Warranty. In order to induce the Lenders party hereto to enter into this Amendment, the Parent and each other Loan Party hereby represents and warrants to the Administrative Agent and each Lender as follows: (a) This Amendment has been duly authorized, executed and delivered by the Loan Parties and constitutes the legal, valid and binding obligations of each of the Loan Parties enforceable against each of the Loan Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, reorgani...zation, 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; (b) On and as of the Amendment No. 2 Effective Date (before and after giving effect to this Amendment), each of the representations and warranties made by the Parent and any other Loan Party contained in Article IV of the Credit Agreement and each other Loan Document is true and correct in all material respects (except that any representation and warranty that is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects on and as of the Amendment No. 2 Effective Date (before and after giving effect to this Amendment), as if made on and as of such date and except to the extent that such representations and warranties specifically relate to an earlier date); and (c) No Default or Event of Default has occurred and is continuing. View More

Representation and Warranty. The Borrowers hereby represent that as of each of the Waiver Effective Date and the Amendment Effective Date each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects as if made on and as of such date (it being understood and agreed that any representation or warranty that by its terms is made as of a specific date shall be required to be true and correct in all material respects only as of such specified d...ate), and no Default or Event of Default has occurred and is continuing after giving effect to the amendments contemplated herein on such date. View More

Representation and Warranty. Owner hereby represents and warrants that: (a) the Work was written solely by and is original with Owner; (b) neither the Work nor any element thereof infringes upon any other literary property; (c) Owner is the sole and exclusive owner, throughout the universe, of all rights(including the rights of copyright), title and interest of every kind in and to the Work as specified in Paragraph 1 hereof free and clear of any liens, encumbrances, claims or litigation, whether pending or threatened; (d) ...Owner has full and sole right and power to make and perform this Agreement; (e) that, to the best of Owner's knowledge (or that which Owner should have known in the exercise of reasonable prudence), the production or exploitation of any production based on the Work will not violate the rights to privacy of any person or constitute a defamation against any person, nor will production or exploitation of any production based on the Work in any other way violate the rights of any person or entity; and (1) the Work has not previously been exploited as a motion picture, television production, play or otherwise, and no rights have been granted to any third party to do so. Owner agrees to defend, indemnify and hold Purchaser and Purchaser's officers, shareholders, employees, successors and assigns, and each of them, harmless from and against any loss, claim, demand, liability, obligation, expense, lien, action and cause of action (including the payment of reasonable outside attorneys' fees and costs actually incurred, whether or not in connection with litigation) based on, or in connection with, or arising out of any uncured material breach or failure of any of Owner's material warranties, representations or covenants herein and hereunder. View More

Representation and Warranty. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or r...epresentations made in or in connection with the Agreement or any other Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Documents or any collateral thereunder, (iii) the financial condition of the Company or any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Document or (iv) the performance or observance by the Company or any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Document. 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and to become an Investor under the Agreement, (ii) it satisfies the requirements, if any, specified in the Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become an Investor, (iii) from and after the Effective Date, it shall be bound by the provisions of the Agreement as an Investor thereunder and, to the extent of the Assigned Interest, shall have the obligations of an Investor thereunder and (iv) it has received a copy of the Agreement and has received or has been accorded the opportunity to receive copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Collateral Agent or any other Investor; and (b) agrees that (i) it will, independently and without reliance on the Assignor, the Collateral Agent or any other Investor, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Documents are required to be performed by it as an Investor. View More

Representation and Warranty. The Company represents and warrants to the Consultant and acknowledges that the Consultant is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of the Consultant, as follows: a. Organization and Good Standing. The Company is duly incorporated, organized, validly existing and in good standing under the laws of Canada and has all requisite corporate power and authorit...y to own, lease and to carry on its business as now being conducted. The Company is qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so; and b. The Shares Issued to the Consultant. All of the Shares issued to the Consultant shall be newly issued restricted shares and free from any claims or interests of any third party. The Consultant is experienced and sophisticated in making investments for the purchase of the securities of small, companies whose securities are traded on a limited basis; b. Accredited Investor Exemption. The Consultant is acquiring the Shares as principal for its own account for investment purposes only, not for the benefit of another person and not with a view to the resale or distribution of all or any of the Shares and it is an accredited investor, in which case the Consultant must complete and include Schedule "A" attached hereto; c. Non-U.S. Person. The Consultant is not a "US Person," as such term is defined in Rule 902(k) of Regulation S promulgated under the Unites States Securities Act of 1933, as amended ("Securities Act"), and is not acquiring the Shares for the benefit of a US Person. 2 4. ADDITIONAL COVENANTS: 1. Officer's Certificate. In furtherance of the status of the Shares issued to the Consultant, the Company hereby also agrees to deliver to the Consultant within five (5) days of the date of this Agreement, with this Agreement, the certificate of corporate officer with the representations set forth in Section 3.1 of this Agreement therein. View More

Representation and Warranty. (a) Borrower hereby represents and warrants to the Lender that: (i) No default or Event of Default will exist after giving pro forma effect to this Amendment and the transactions contemplated by and consented to in this Amendment; (ii) Giving effect to this Amendment, the representations and warranties set forth in the Loan Agreement are, subject to the limitations set forth therein, true and correct in all material respects as of the date hereof (except for those which expressly relate to an ea...rlier date); (iii) Each of the Guarantor and the Borrower has the organizational power and authority to execute and deliver this Amendment and to perform its obligations hereunder and has taken all necessary organizational action to authorize the execution, delivery and performance by it of this Amendment; and (iv) Each of the Guarantor and the Borrower has duly executed and delivered this Amendment, and this Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms. (b) The Guarantor hereby makes the same representations and warranties to Lender, after giving effect to this Amendment as set forth in Sections 4(a)(iii) and (iv) of this Amendment as if set forth herein mutatis mutandis. View More

Representation and Warranty. Schedule 1 of the Existing Repurchase Agreement is hereby amended by adding the following clause (hhh) at the end thereof: (hhh) Qualified Mortgage. Notwithstanding anything to the contrary set forth in this Agreement, on and after January 10, 2014 (or such later date as set forth in the relevant regulations), (i) prior to the origination of each Mortgage Loan, the originator made a reasonable and good faith determination that the Mortgagor had a reasonable ability to repay the loan according to... its terms, in accordance with, at a minimum, the eight underwriting factors set forth in 12 CFR 1026.43(c) and (ii) each Mortgage Loan is a "Qualified Mortgage" as defined in 12 CFR 1026.43(e). SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and (b) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement. SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. SECTION 6. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement and related Program Agreements, as amended hereby. View More

Representation and Warranty. The Grantor hereby represents and warrants as follows: (a) The exact legal name of the Grantor is set forth in the preamble this Agreement. (b) Schedule 2 attached hereto sets forth (i) all Real Property owned or leased by the Grantor, together with all other locations of Collateral, as of the date hereof, and (ii) the chief executive office of the Grantor as of the date hereof. (c) This Agreement creates a valid security interest in all of the Collateral of the Grantor, to the extent a security... interest therein can be created under the Code, securing the payment of the Secured Obligations. Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings and other actions necessary or reasonably desirable to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing the Grantor, as a debtor, and Secured Parties, as secured parties, in the jurisdictions listed on Schedule 3 attached hereto. Upon the making of such filings, the Secured Parties shall each have a first priority perfected security interest in all of the Collateral of the Grantor to the extent such security interest can be perfected by the filing of a financing statement (subject to Permitted Liens). Subject to Section 6(c), all action by the Grantor necessary to perfect and reasonably necessary to protect such security interest on each item of Collateral has been duly taken. -8- (d) Except for the Security Interests created hereby, no Collateral is subject to any Lien as of the date hereof, except for Permitted Liens. (e) No consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the grant of a Security Interest by the Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by the Grantor, or (ii) for the exercise by any Secured Party of the voting or other rights provided in this Agreement with respect to Investment Related Property pledged hereunder or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Related Property by laws affecting the offering and sale of securities generally. (f) Schedule 4 contains a complete and accurate list of all of the Grantor's Deposit Accounts and Securities Accounts, including, without limitation, with respect to each bank or securities intermediary (a) the name and address of such Person and (b) the account numbers of such accounts maintained with such Person. View More