Warranties and Representations Clause Example with 4 Variations from Business Contracts

Warranties and Representations. As of the Effective Date, each of the Borrower Parties warrant unconditionally ratifies, remakes and represent confirms all warranties and representations previously made by it in the respective Mezzanine B Loan Documents to which it is a party, and further warrants and represents to Lender that:(a) that: (a) Each of the Borrower Party Parties is duly organized, validly existing, and in good standing under the laws of its state of organization and is duly qualified as a foreign entity and is cur...rently in good standing in each state in which such qualification is required for the conduct of its each of the Borrower Parties' business as it is currently being conducted (including, as applicable, the state where the any Property is located). located), except for any non-compliance that is not material. (b) Each of the Borrower Party Parties has the full authority and due capacity to execute, deliver, and perform this Agreement and all documents, instruments and agreements executed in connection herewith to which it is a party. Such execution, delivery, and performance has been duly authorized as required under such Borrower Party's the organizational documents (if any) of each of the Borrower Parties or under applicable law, and the individuals and entities executing this Agreement on such behalf of each of the Borrower Party's behalf Parties have been duly authorized and empowered to bind such each of the Borrower Party Parties by such execution. (c) This Agreement has been duly executed and delivered to Lender by each of the Borrower Party Parties and is valid, binding, and enforceable against each of them in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). terms. (d) Neither the execution and delivery of this Agreement nor the performance of its terms and compliance with its conditions will conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a violation or default under any organizational document of such any of the Borrower Party Parties or any contract, agreement, or to the knowledge of each Borrower Party, applicable law, regulation, judgment, writ, order or decree to which such any of the Borrower Party Parties or any property of any of the Borrower Parties is subject. Mezzanine B Loan Forbearance, Modification and Extension Agreement 14 (e) No action, litigation, dispute, suit, or proceeding against or that relate in any adverse manner to any of the Borrower Parties or the Property are now pending before any court, arbitrator or governmental or administrative body or agency and, to the knowledge of each Borrower Party, none is subject. (e) threatened in writing. (f) All documents and information furnished by any each of the Borrower Party Parties to Lender with respect to the Loan in connection with or this Agreement are complete and accurate in all material respects, and none contains any misrepresentation or misstatement of a material fact or omits to state a material fact. (f) To (g) Each of the Best of Borrower's Knowledge, Borrower Parties is in compliance in all material respects with all federal, state and local laws, rules, and regulations applicable to their respective properties, operations, businesses, and finances. (h) Except for the Existing Default, no Event of Default has occurred and is continuing exists under any the Mezzanine B Loan Document. Documents. View More

Warranties and Representations. As of the Effective Date, each of the Borrower Parties warrant unconditionally ratifies, remakes and represent confirms all warranties and representations previously made by it in the respective Loan Documents to which it is a party, and further warrants and represents to Lender that:(a) that: (a) Each of the Borrower Party Parties is duly organized, validly existing, and in good standing under the laws of its state of organization and is duly qualified as a foreign entity and is currently in go...od standing in each state in which such qualification is required for the conduct of its each of the Borrower Parties' business as it is currently being conducted (including, as applicable, the state where the any Property is located). located), except for any non-compliance that is not material. (b) Each of the Borrower Party Parties has the full authority and due capacity to execute, deliver, and perform this Agreement and all documents, instruments and agreements executed in connection herewith to which it is a party. Such execution, delivery, and performance has been duly authorized as required under such Borrower Party's the organizational documents (if any) of each of the Borrower Parties or under applicable law, and the individuals and entities executing this Agreement on such behalf of each of the Borrower Party's behalf Parties have been duly authorized and empowered to bind such each of the Borrower Party Parties by such execution. Forbearance, Modification and Extension Agreement 13 (c) This Agreement has been duly executed and delivered to Lender by each of the Borrower Party Parties and is valid, binding, and enforceable against each of them in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). terms. (d) Neither the execution and delivery of this Agreement nor the performance of its terms and compliance with its conditions will conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a violation or default under any organizational document of such any of the Borrower Party Parties or any contract, agreement, or to the knowledge of each Borrower Party, applicable law, regulation, judgment, writ, order or decree to which such any of the Borrower Party Parties or any property of any of the Borrower Parties is subject. (e) No action, litigation, dispute, suit, or proceeding against or that relate in any adverse manner to any of the Borrower Parties or the Property are now pending before any court, arbitrator or governmental or administrative body or agency and, to the knowledge of each Borrower Party, none is subject. (e) threatened in writing. (f) All documents and information furnished by any each of the Borrower Party Parties to Lender with respect to the Loan in connection with or this Agreement are complete and accurate in all material respects, and none contains any misrepresentation or misstatement of a material fact or omits to state a material fact. (f) To (g) Each of the Best of Borrower's Knowledge, Borrower Parties is in compliance in all material respects with all federal, state and local laws, rules, and regulations applicable to their respective properties, operations, businesses, and finances. (h) Except for the Existing Default, no Event of Default has occurred and is continuing exists under any the Loan Document. Documents. View More

Warranties and Representations. As of the Effective Date, each of the Borrower Parties warrant unconditionally ratifies, remakes and represent confirms all warranties and representations previously made by it in the respective Loan Documents to which it is a party, and further warrants and represents to Lender that:(a) that: (a) Each of the Borrower Party Parties is duly organized, validly existing, and in good standing under the laws of its state of organization and is duly qualified as a foreign entity and is currently in go...od standing in each state in which such qualification is required for the conduct of its each of the Borrower Parties' business as it is currently being conducted (including, as applicable, the state where the any Property is located). located), except for any non-compliance that is not material. 12 (b) Each of the Borrower Party Parties has the full authority and due capacity to execute, deliver, and perform this Agreement and all documents, instruments and agreements executed in connection herewith to which it is a party. Such execution, delivery, and performance has been duly authorized as required under such Borrower Party's the organizational documents (if any) of each of the Borrower Parties or under applicable law, and the individuals and entities executing this Agreement on such behalf of each of the Borrower Party's behalf Parties have been duly authorized and empowered to bind such each of the Borrower Party Parties by such execution. (c) This Agreement has been duly executed and delivered to Lender by each of the Borrower Party Parties and is valid, binding, and enforceable against each of them in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). terms. (d) Neither the execution and delivery of this Agreement nor the performance of its terms and compliance with its conditions will conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a violation or default under any organizational document of such any of the Borrower Party Parties or any contract, agreement, or to the knowledge of each Borrower Party, applicable law, regulation, judgment, writ, order or decree to which such any of the Borrower Party Parties or any property of any of the Borrower Parties is subject. (e) No action, litigation, dispute, suit, or proceeding against or that relate in any adverse manner to any of the Borrower Parties or the Property are now pending before any court, arbitrator or governmental or administrative body or agency and, to the knowledge of each Borrower Party, none is subject. (e) threatened in writing. (f) All documents and information furnished by any each of the Borrower Party Parties to Lender with respect to the Loan in connection with or this Agreement are complete and accurate in all material respects, and none contains any misrepresentation or misstatement of a material fact or omits to state a material fact. (f) To (g) Each of the Best of Borrower's Knowledge, Borrower Parties is in compliance in all material respects with all federal, state and local laws, rules, and regulations applicable to their respective properties, operations, businesses, and finances. (h) Except for the Existing Default, no Event of Default has occurred and is continuing exists under any the Loan Document. Documents. View More

Warranties and Representations. Borrower Parties warrant and represent to Lender that:(a) Each Borrower Party is duly organized, validly existing, and in good standing under the laws of its state of organization and is duly qualified as a foreign entity and is currently in good standing in each state in which such qualification is required for the conduct of its business as it is currently being conducted (including, as applicable, the state where the Property is located). (b) Each Borrower Party has full authority and due cap...acity to execute, deliver, and perform this Agreement and all documents, instruments and agreements executed in connection herewith to which it is a party. Such execution, delivery, and performance has been duly authorized as required under such Borrower Party's organizational documents (if any) or under applicable law, and the individuals and entities executing this Agreement on such Borrower Party's behalf have been duly authorized and empowered to bind such Borrower Party by such execution. (c) This Agreement has been duly executed and delivered to Lender by each Borrower Party and is valid, binding, and enforceable against each of them in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (d) Neither the execution and delivery of this Agreement nor the performance of its terms and compliance with its conditions will conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a violation or default under any organizational document of such Borrower Party or any contract, agreement, or to the knowledge of each Borrower Party, applicable law, regulation, judgment, writ, order or decree to which such Borrower Party or the Property is subject. (e) All documents and information furnished by any Borrower Party to Lender with respect to the Loan in connection with this Agreement are complete and accurate in all material respects, and none contains any misrepresentation or misstatement of a material fact or omits to state a material fact. (f) To the Best of Borrower's Knowledge, no No Event of Default has occurred and is continuing under any Loan Document. (g) As of the Fourth Extended Maturity Date, the Property has a DSCR of 1.25:1.00 or higher. 6 (h) The Renovation Project has been completed and Borrower has received from the applicable Governmental Authorities all certificates of occupancy necessary for the occupancy and operation of the completed improvements. (i) Borrower is not entitled to any further disbursement of funds from the CAPEX Reserve Account.8. Ratification of Guarantor Obligations. Guarantor hereby (i) ratifies the Guaranties and confirms that the Guaranties and all waivers, covenants and agreements therein remain in full force and effect for the benefit of Lender, (ii) reaffirms its continuing liability for payment and/or performance of all obligations owed to Lender under the Guaranties, without any defense or offset whatsoever, to the same extent as if the Guarantor had executed and delivered each Guaranty to Lender again on the date of this Agreement, and (iii) confirms that the Guaranties have not been modified or amended and that Guarantor's liabilities under the Guaranties have not been limited, impaired or affected in any manner by this Agreement or any existing or previous event, fact or circumstance. Guarantor further acknowledges and agrees that Lender has and shall continue to have the right, but shall not be obligated, to further modify any or all of the terms of the Loan, the Restructuring Agreement or the Loan Documents, extend the maturity of the Loan, obtain or release collateral or security for the Loan, pursue or forbear in the pursuit of remedies, and take any or all other actions Lender is authorized to take under the respective Guaranties, this Agreement or any other Loan Document without giving notice to, obtaining any consent, approval or agreement from, or obtaining execution of any document by Guarantor. View More