Representations Contract Clauses (5,578)

Representations. Each party represents and warrants to the other that: (a) it is properly formed and validly existing under the laws of the state in which it is formed and with respect to Lessee only, is authorized to transact business in the state in which the Building is located; (b) it has full right and authority to enter into this Amendment and to perform all of its obligations hereunder (; and (c) each person (and both persons if more than one signs) signing this Amendment on behalf of such party is duly... and validly authorized to do so. View More

Representations. Each party represents and warrants to the other that: (a) it is properly formed and validly existing under the laws of the state in which it is formed and with respect to Lessee only, is authorized to transact business in the state in which the Building is located; (b) it has full right and authority to enter into this Amendment and to perform all of its obligations hereunder (; and (c) each person (and both persons if more than one signs) signing this Amendment on behalf of such party is duly... and validly authorized to do so. View More

Representations. A. Of the Company. (1) Authorization. The execution and performance of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. (2) No Violation. The performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of the Company or any contractual obligation by which the Company may be bound. B. Of Holder. (1) Authorization. The execution and... performance of this Agreement by Holder has been duly authorized by the governing body of Holder. (2) No Violation. The performance by Holder of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of Holder or any contractual obligation by which Holder may be bound. View More

Representations. A. Of the Company. (1) Authorization. The execution and performance of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. (2) No Violation. The performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of the Company or any contractual obligation by which the Company may be bound. B. Of Holder. (1) Authorization. The execution and... performance of this Agreement by Holder has been duly authorized by the governing body of Holder. (2) No Violation. The performance by Holder of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of Holder or any contractual obligation by which Holder may be bound. View More

Representations. The Borrower hereby represents and warrants to the Lender after giving effect to this Amendment that: (a) it has all necessary power and authority to execute and deliver this Amendment and perform its obligations hereunder, (b) no Default or Event of Default exists both before and after giving effect to this Amendment, (c) this Amendment and the Loan Documents, as amended hereby, constitute the legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in... accordance with their 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, (d) all representations and warranties of the Borrower contained in the Credit Agreement, as amended hereby, and all other Loan Documents are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) as though made on and as of the date hereof and after giving effect to this Amendment, except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all materials respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) as of such earlier date and (e) the execution and delivery of this Amendment will not contravene or result in a violation of any contract or agreement to which the Borrower is a party. View More

Representations. The Borrower hereby represents and warrants to the Lender after giving effect to this Amendment that: (a) it has all necessary power and authority to execute and deliver this Amendment and perform its obligations hereunder, (b) no Default or Event of Default exists both before and after giving effect to this Amendment, (c) this Amendment and the Loan Documents, as amended hereby, constitute the legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in... accordance with their 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, (d) all representations and warranties of the Borrower contained in the Credit Agreement, as amended hereby, and all other Loan Documents are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) as though made on and as of the date hereof and after giving effect to this Amendment, except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all materials respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) as of such earlier date and (e) the execution and delivery of this Amendment will not contravene or result in a violation of any contract or agreement to which the Borrower is a party. View More

Representations. The Participant hereby represents that (i) the Participant has ownership and good title to the Cancelled RSUs and has not transferred or attempted to transfer such Cancelled RSUs to any other party, (ii) the Participant has full power and authority to enter into and deliver this Agreement, (iii) the Participant has not assigned any rights under the Award Agreement or the Plan, and (iv) this Agreement is enforceable against the Participant in accordance with its terms.

Representations. The Participant hereby represents that (i) the Participant has ownership and good title to the Cancelled RSUs and has not transferred or attempted to transfer such Cancelled RSUs to any other party, (ii) the Participant has full power and authority to enter into and deliver this Agreement, (iii) the Participant has not assigned any rights under the Award Agreement or the Plan, and (iv) this Agreement is enforceable against the Participant in accordance with its terms.

Representations. 2.1 The Junior Lender represents and warrants to the Senior Lender that the Junior Lender has not assigned or otherwise transferred the Junior Debt or the Junior Lender's Collateral, or any interest therein to any person or entity, that the Junior Lender will make no such assignment or other transfer thereof. 2.2 The Junior Lender represents and warrants to the Senior Lender that, to the knowledge of Junior Lender, no default or of any event which, with the lapse of time, the giving of notice... or both, would constitute a default under the Junior Debt or any instrument evidencing or securing the Junior Debt, has occurred and is continuing (a "Junior Debt Default"), and the Junior Lender further agrees to promptly provide the Senior Lender with written notice of any Junior Debt Default. 2.3 The Junior Lender represents and warrants to the Senior Lender that the outstanding amount of Junior Debt evidenced by the Junior Debt Instruments as of the date hereof is $26,695,110.54. View More

Representations. 2.1 The Junior Lender represents and warrants to the Senior Lender that the Junior Lender has not assigned or otherwise transferred the Junior Debt or the Junior Lender's Collateral, or any interest therein to any person or entity, that the Junior Lender will make no such assignment or other transfer thereof. 2.2 The Junior Lender represents and warrants to the Senior Lender that, to the knowledge of Junior Lender, no default or of any event which, with the lapse of time, the giving of notice... or both, would constitute a default under the Junior Debt or any instrument evidencing or securing the Junior Debt, has occurred and is continuing (a "Junior Debt Default"), and the Junior Lender further agrees to promptly provide the Senior Lender with written notice of any Junior Debt Default. 2.3 The Junior Lender represents and warrants to the Senior Lender that the outstanding amount of Junior Debt evidenced by the Junior Debt Instruments as of the date hereof is $26,695,110.54. View More