Representations Contract Clauses (1,808)

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 accor...dance 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. Assignor represents, warrants, covenants and agrees that (i) it has good right and authority to make this Assignment, (ii) it has not executed or granted any amendment or modification to the Lease, either oral or written, and Exhibit "A" is a true and complete copy of the Lease, (iii) it has fully performed all of the terms, covenants and conditions required of it under the Lease through the Effective Date, (iv) as of the Effective Date Assignor will be current on all Rent due to Landlord under ...the Lease and will not be in default of the Lease, and (v) Landlord has fully performed all of its obligations under the Lease through the Effective Date and Assignor knows of no default now existing under the Lease by Landlord. 1 6. Indemnification. Notwithstanding anything to the contrary stated in this Assignment, Assignor hereby agrees to indemnify, protect, defend and hold Landlord and Assignee, jointly and severally, harmless from and against any and all claims, actions, losses, damages, costs and expenses (including without limitation attorney fees and costs), whether or now yet known, arising out of, in connection with or accruing under the Lease from any direct or indirect act or omission of Assignor occurring at any time prior to the Effective Date. 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

Representations. The Optionee has reviewed with his or her own tax advisors the applicable tax (federal, state, and local) consequences of the transactions contemplated by this Agreement. The Optionee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Optionee understands that the Optionee (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

Representations. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which the undersigned may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys' fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or tra...nsfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the undersigned under this indemnity. View More

Representations. Neither Landlord nor Landlord's agents or brokers have made any representations or promises except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease.

Representations. On the Completion Date, the Issuer shall be deemed to make the representations and warranties set out in Clause 10 to each Finance Party, but as if references in that Clauses to: (a)"date of this instrument" were references to the Completion Date; and 4 (b)"the Notes" were references to the New Notes.

Representations. The Executive hereby represents to the Company that the Executive is legally entitled to enter into this Agreement and to perform the Executive's obligations hereunder, and that the Executive has the full right, power, and authority, subject to no rights of any third parties, to grant to the Company the rights herein.

Representations. Each Party represents that it has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither Party has relied upon any representations or statements made by the other Party hereto which are not specifically set forth in this Agreement.

Representations. Discover Bank represents and warrants to the Issuer and the Indenture Trustee (solely for the benefit of the Applicable Investors) that as of the date hereof: (a) Discover Bank has full corporate power and authority to execute and deliver this Agreement and perform the terms and provisions hereof; (b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, and do not require any approval or consent of any governmental agency or autho...rity; and (c) This Agreement is the valid, binding and enforceable obligation of Discover Bank, except as the same may be limited by receivership, insolvency, reorganization, moratorium or other laws relating to the enforcement of creditors' rights generally or by general equity principles. 2 3. COVENANTS. Discover Bank hereby confirms, represents and warrants to and agrees with, and irrevocably and unconditionally undertakes to the Issuer and the Indenture Trustee, solely for the benefit of each Applicable Investor, on an ongoing basis, with reference to Article 6 of the UK Securitization Regulation, as in effect and applicable on the date hereof (which is also the date of issuance of the Class A(2022-4) Notes), that: (a) Discover Bank, as "originator" for the purposes of Article 6 of the UK Securitization Regulation, as in effect and applicable on the date of the issuance of the Class A(2022-4) Notes, on an ongoing basis will retain a material net economic interest that is not less than 5% of the nominal value of each of the securitized exposures (measured at origination), in a form that is intended to qualify as an originator's interest as provided in option (b) of Article 6(3) of the UK Securitization Regulation, as in effect and applicable on the date of the issuance of the Class A(2022-4) Notes, by holding all the membership interest in the depositor, which in turn holds all or part of the Transferor Interest (the "Retained Interest"); (b) Discover Bank will not (and will not permit Discover Funding LLC or any of its other affiliates to) allow the retained interest to be subject to any credit risk mitigation or other hedge or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained Interest, except to the extent permitted by the UK Securitization Regulation Rules; (c) Discover Bank will not change the retention option or the method of calculating the Retained Interest while the Class A(2022-4) Notes are outstanding, except to the extent permitted by the UK Securitization Regulation Rules; and (d) Discover Bank will provide ongoing confirmation of Discover Bank's continued compliance with its obligations described in (a), (b) and (c) above in or concurrently with the delivery of each Certificateholders' Monthly Statement. View More