Representations Clause Example with 11 Variations from Business Contracts
This page contains Representations clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Representations. To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 5.1 Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, this Amendment, the Amended and Restated Revolving Note, and the other Loan Documents being executed and/or delivered in connection herewith (collectively, the "Amendment Documents"), as applicable, and the execution and delivery of, and the performance of its o...bligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' representations and warranties contained in the Credit Agreement are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4 After giving effect to the terms of this Amendment, no Event of Default has occurred and is continuing under the Credit Agreement.View More
Variations of a "Representations" Clause from Business Contracts
Representations. To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 5.1 Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, this Amendment, the Amended and Restated Revolving Note, and the other Loan Documents being executed and/or delivered in connection herewith (collectively, the "Amendment Documents"), as applicable, and the execution and delivery of, and the performance of its o...bligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' representations and warranties contained in the Credit Agreement are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4 After giving effect to the terms of this Amendment, no Event of Default has occurred and is continuing under the Credit Agreement. 5.5 As of the date hereof and immediately after giving effect to the TCC Merger: (a) Schedule I attached hereto and made a part hereof sets forth the Ownership Interests of TCC which are authorized and the number of such Ownership Interests which are outstanding, (b) set forth in such Schedule I is a complete and accurate list of all Persons who are record owners of the Ownership Interests of TCC (provided that the list of such Persons may list certain management option holders by group so long as, upon Lender's good faith request, Borrower provides all additional information requested by Lender with respect thereto), and (c) all warrants, subscriptions, options, instruments, agreements and rights (excluding rights under statutes and governmental regulations) under which any Ownership Interests of TCC are or may be redeemed, retired, converted, encumbered, bought, sold or issued are described in such Schedule I. View More
Representations. To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 5.1 6.1 Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, this Amendment, the Amended and Restated Revolving Note, and the other Loan Documents being executed and/or delivered in connection herewith (collectively, the "Amendment Documents"), as applicable, Amendment and the execution and delivery of, and the perfor...mance of its obligations under and arising out of, the applicable this Amendment Documents have been duly authorized by all necessary corporate action. 5.2 Each 6.2 This Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' 6.3 Borrower's and Parent's representations and warranties contained in the Credit Agreement Loan Documents are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4 After giving effect to the terms of this Amendment, no 6.4 No Event of Default has occurred and is continuing under the Credit Agreement. Agreement, other than the Current Defaults (as defined in Section 3.1). 3 7. Costs and Expenses; Fee. As a condition of this Amendment, (i) Borrower will pay to Lender a fee of $20,000, payable in full on the Effective Date; such fee, when paid, will be fully earned and non-refundable under all circumstances, and (ii) Borrower will pay and reimburse Lender, promptly upon Lender's request, for the costs and expenses incurred by Lender in connection with this Amendment, including, without limitation, reasonable attorneys' fees. View More
Representations. To induce Lender Bank to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender Bank as follows: 5.1 4.1 Each of Borrower and Parent Loan Party has full power and authority to enter into, and to perform its obligations under, as applicable, this Amendment, the Amended and Restated Revolving Note, and the other Loan Documents documents, instruments and certificates being executed and/or delivered in connection herewith herewith, including those contemplated in... Section 2.2 (collectively, the "Amendment Documents"), as applicable, Documents") and the execution and delivery of, and the performance of its obligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2 and limited liability company action, as applicable. 4.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations obligation of Borrower and Parent, as applicable, such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The 4.3 Such Loan Parties' Party's representations and warranties contained in the Credit Agreement Loan Documents are complete and correct in all material respects as of the date of this Amendment Signature Date with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), Signature Date, subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Loan Agreement. 5.4 After giving effect to 4.4 As of the terms of this Amendment, Signature Date, no Event of Default has occurred and is continuing under the Credit Agreement. continuing. View More
Representations. To induce Lender Bank to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender Bank as follows: 5.1 Each of 4.1 Such Borrower and Parent has full power and authority to enter into, and to perform its obligations under, as applicable, this Amendment, the Amended and Restated Revolving Loan Note, the Amended and Restated Security Agreement, the EQMI Pledge Agreement, the Vertterre Pledge Agreement, and the other Loan Documents documents, instruments and certif...icates being executed and/or delivered in connection herewith (collectively, the "Amendment Documents"), as applicable, Documents") and the execution and delivery of, and the performance of its obligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2 and limited liability company action, as applicable. 4.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations obligation of Borrower and Parent, as applicable, such Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' 4.3 Such Borrower's representations and warranties contained in the Credit Agreement Loan Documents are complete and correct in all material respects as of the date of this Amendment Effective Date with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), Effective Date, subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Loan Agreement. 5.4 After giving effect to the terms of this Amendment, no 4.4 No Event of Default has occurred and is continuing under the Credit Agreement. continuing. View More
Representations. To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 5.1 6 6.1 Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, as applicable, this Amendment, the Amended and Restated Revolving Note, the Amended and Restated Term Loan B Note, and the other Loan Documents being executed and/or delivered in connection herewith (collectively, the "Amendment Documents"), as applicable,... Documents") and the execution and delivery of, and the performance of its obligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2 6.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' representations and warranties contained in the Credit Agreement are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4 After giving effect to the terms of this Amendment, no 6.3 No Event of Default has occurred and is continuing under the Credit Agreement. Agreement, other than the Current Defaults (as defined in Section 3.1). View More
Representations. To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 5.1 6.1 Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, as applicable, this Amendment, the Amended and Restated Revolving Note, the Amended and Restated Term Loan B Note, and the other Loan Documents being executed and/or delivered in connection herewith (collectively, the "Amendment Documents"), as applicable, D...ocuments") and the execution and delivery of, and the performance of its obligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2 6.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' representations and warranties contained in the Credit Agreement are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4 After giving effect to the terms of this Amendment, no 6.3 No Event of Default has occurred and is continuing under the Credit Agreement. View More
Representations. To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 5.1 Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, this Amendment, the Amended and Restated Revolving Note, Amendment and the other Loan Documents being executed and/or delivered in connection herewith (collectively, the "Amendment Documents"), as applicable, and the execution and delivery of, and the performanc...e of its obligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' representations and warranties contained in the Credit Agreement are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4 After giving effect to the terms of this Amendment, no Event of Default has occurred and is continuing under the Credit Agreement. 5.5 As of the date hereof and immediately after giving effect to the TCHI Merger: (a) Schedule I attached hereto and made a part hereof sets forth the Ownership Interests of TCHI which are authorized and the number of such Ownership Interests which are outstanding, (b) set forth in such Schedule I is a complete and accurate list of all Persons who are record owners of the Ownership Interests of TCHI (provided that the list of such Persons may list certain management option holders by group so long as, upon Lender's good faith request, Borrower provides all additional information requested by Lender with respect thereto), and (c) all warrants, subscriptions, options, instruments, agreements and rights (excluding rights under statutes and governmental regulations) under which any Ownership Interests of TCHI are or may be redeemed, retired, converted, encumbered, bought, sold or issued are described in such Schedule I. 8 6. Costs and Expenses; Reaffirmation of Non-Exit Fee. As a condition of this Amendment, Borrower will pay and reimburse Lender, promptly upon Lender's request, for the costs and expenses incurred by Lender in connection with this Amendment and the transactions contemplated hereby and in connection herewith, including, without limitation, reasonable attorneys' fees. Borrower hereby ratifies and reaffirms to Lender the Non-Exit Fee (as defined in the Thirteenth Amendment). View More
Representations. To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 5.1 6.1 Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, as applicable, this Amendment, the Amended and Restated Revolving Note, the Amended and Restated Term Loan A Note, the Amended and Restated Term Loan B Note, and the other Loan Documents being executed and/or delivered in connection herewith (collectively, t...he "Amendment Documents"), as applicable, Documents") and the execution and delivery of, and the performance of its obligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2 6.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' 11 6.3 Borrower's and Parent's representations and warranties contained in the Credit Agreement Loan Documents are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4 After giving effect to the terms of this Amendment, no 6.4 No Event of Default has occurred and is continuing under the Credit Agreement. Agreement, other than the Existing Defaults (as defined in Section 2.1). View More
Representations. To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 4 5.1 Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, this Amendment, the Amended and Restated Revolving Note, the Amended and Restated Term Loan A Note, and the other Amended and Restated Term Loan Documents being executed and/or delivered in connection herewith B Note, as applicable (collectively, the "Amendmen...t Documents"), as applicable, Documents") and the execution and delivery of, and the performance of its obligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 5.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' Borrower's and Parent's representations and warranties contained in the Credit Agreement Loan Documents are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4 After giving effect to the terms of this Amendment, no No Event of Default has occurred and is continuing under the Credit Agreement. Agreement, other than the Existing Defaults (as defined in Section 2). View More
Representations. To induce Lender to accept this Amendment, each of Borrower and Parent hereby represents and warrants to Lender as follows: 5.1 Each of Borrower and Parent has full power and authority to enter into, and to perform its obligations under, this Amendment, the Amended and Restated Revolving Note, the Amended and Restated Term Loan A Note, and the other Amended and Restated Term Loan Documents being executed and/or delivered in connection herewith B Note, as applicable (collectively, the "Amendment ...Documents"), as applicable, Documents") and the execution and delivery of, and the performance of its obligations under and arising out of, the applicable Amendment Documents have been duly authorized by all necessary corporate action. 8 5.2 Each Amendment Document, as applicable, constitutes the legal, valid and binding obligations of Borrower and Parent, as applicable, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. 5.3 The Loan Parties' Borrower's and Parent's representations and warranties contained in the Credit Agreement Loan Documents are complete and correct as of the date of this Amendment with the same effect as though such representations and warranties had been made again on and as of the date of this Amendment, except to the extent any such representation or warranty is stated to relate solely to an earlier date (and except that such representations and warranties shall not be further qualified by materiality where, by their respective terms, they are already qualified by reference to materiality, including a Material Adverse Effect), subject to those changes as are not prohibited by, or do not constitute Events of Default under, the Credit Agreement. 5.4 After giving effect to the terms of this Amendment, no No Event of Default has occurred and is continuing under the Credit Agreement. Agreement, other than the Current Defaults (as defined in Section 2). View More
