Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Closing Date that:
Borrower Representations. Borrower represents and warrants as of the Closing Date that:
Borrower Representations. Borrower represents and warrants as of the date hereof that:
Borrower Representations. Borrower represents and warrants that:
Borrower Representations. Borrower represents and warrants that, except to the extent (if any) disclosed on Schedule IV hereto with reference to a specific subsection of this Section 3.1:
Borrower Representations. 3.1 Borrower represents and warrants as follows:
3.1.1 Borrower has full power and authority to execute and deliver this Agreement and the other Loan Documents to be executed and delivered by it pursuant hereto and to perform its obligations hereunder and thereunder. This Agreement and such Loan Documents constitute the valid and legally binding obligations of the Borrower and are enforceable against Borrower in accordance with their terms.
3.1.2 Neither the execution and the delivery of the Loan Documents by Borrower, nor the consummation of the transactions contemplated by the Loan Documents, nor the borrowing by Borrower, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Borrower is subject or any provision of the Certificate of Incorporation or Bylaws of Borrower, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any entity or natural person (each, a “Person”) the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which Borrower is a party or by which it is bound or to which any of its assets are subject (or result in the imposition of any security interest upon any of its assets), in each case other than where such violation, conflict, breach, default, acceleration or creation of right would not reasonably be expected to have a material adverse effect on the ability of Borrower to repay amounts due under the Note in accordance with the terms of the Loan Documents. (a “Material Adverse Effect”).
3.1.3 Borrower does not need to give any notice to, make any filing with, or obtain any authorization, permit, certificate, registration, consent, approval or order of any government or governmental agency in order for the parties to consummate the transactions contemplated by this Agreement, except whether the failure would not reasonably be expected to have a Material Adverse Effect.
3.1.4 The conditions to the obligation of Lender to make the advance, as set forth in Section 2, shall be satisfied.
3.2 Each and every representation and warranty made by Borrower in this Agreement shall be deemed renewed and remade upon the making of each and every advance or readvance under the Note that Lender may make.
Borrower Representations. The Borrower represents and warrants, for the benefit of Lender and the Authority, that (such representations and warranties to remain operative and in full effect regardless of the funding of the Loan or any investigations by or on behalf of the Lender or the Authority or the results thereof): The Borrower is a nonprofit [public benefit/religious] corporation duly incorporated and in good standing under the laws of the State, has or had, as appropriate, the requisite corporate right, power and authority to enter into this Master Loan Agreement, the Tax Certificate and Agreement, [list other Borrower documents] (collectively, the "Borrower Loan Documents") and to carry out and consummate all transactions contemplated with respect to the Borrower hereby and thereby, and by proper corporate action has duly authorized the execution and delivery of the Borrower Loan Documents. The officer[s] of the Borrower executing the Borrower Loan Documents are duly and properly in office and fully authorized to execute the same. The Borrower has duly executed and delivered each of the Borrower Loan Documents. Each of the Borrower Loan Documents constitutes the legal, valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, by the application of equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and by the exercise of judicial discretion in appropriate cases. The execution and delivery of the Borrower Loan Documents and the consummation of the transactions herein and therein contemplated [and the fulfillment of or compliance with the terms and conditions thereof] will not (1) conflict with or constitute a breach or violation of or default (with due notice or passage of time or both) under the articles of incorporation or the bylaws of the Borrower, any applicable law or administrative rule or regulation or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, bond, debenture, note or other evidence of indebtedness or any contract, agreement, lease or other instrument to which the Borrower is a party or to which or by which the Borrower or any of the Borrower’s property is bound, or (2) result in the cre...
Borrower Representations. To induce the Governmental Lender to execute this Borrower Loan Agreement and to induce the Funding Lender to make Disbursements, the Borrower represents and warrants for the benefit of the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer, that the representations and warranties set forth in this Section 4.1 are complete and accurate in all material respects as of the Closing Date and will be complete and accurate in all material respects, and deemed remade, as of the date of each Disbursement, as of the original Outside Conversion Date, as of the date of any extension thereof and as of the Conversion Date in accordance with the terms and conditions of the Borrower Notes. Subject to Section 4.2 hereof, the representations, warranties and agreements set forth in this Section 4.1 shall survive the making of the Borrower Loan, and shall remain in effect and true and correct in all material respects until the Borrower Loan and all other Borrower Payment Obligations have been repaid in full:
Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Original Closing Date (provided that, with respect to Paris Las Vegas, Xxxxxx’x Xxxxxxxx, Xxxxx Individual Borrower, Paris Mortgage Borrower, Laughlin Individual Borrower and Laughlin Mortgage Borrower, the references in this Article IV to “Original Closing Date” shall be to the date hereof), except as disclosed in Schedule XXIII, that:
Borrower Representations. The Borrower represents, warrants and agrees as follows:
(a) the Borrower has been duly organized, validly exists and is in good standing as a limited liability company under the laws of the State of Nebraska, is duly qualified to do business in Nebraska, and is duly qualified to enter into the transactions contemplated by and necessary or incident to the execution and delivery of the Loan Documents;
(b) attached hereto as Exhibit B are the Resolutions of the Borrower (“Borrower’s Resolutions”) authorizing the transactions contemplated by the Loan Documents;
(c) since the date of the last delivery of financial information to the Lead Lender, there has not been any material adverse change in the business of the Borrower;
(d) there is no action, suit, proceeding, or to the Borrower’s knowledge, any inquiry or investigation at law or in equity or before or by any public board or body pending or, to Borrower’s knowledge, threatened against or affecting the Borrower or its property or, to Borrower’s knowledge, any basis therefor, wherein an unfavorable decision, ruling or finding CHIDMS1/2522835.12/NEDAK/Oppenheimer Taxable Tax Increment Revenue Loan Agreement would adversely affect the transaction contemplated by or necessary or incident to the execution and delivery of the Redevelopment Contract or the Loan Documents or the validity or enforceability of the Redevelopment Contract or the Loan Documents;
(e) there are no valid material security interests in or liens against the interest of the Borrower in the Redevelopment Project as of the date hereof, except those created by the Permitted Encumbrances;
(f) the Borrower has duly authorized, by all necessary company action, the execution, delivery and due performance of the Loan Documents;
(g) the Loan Documents have been duly executed and delivered by proper officers of the Borrower. Each of the Loan Documents was executed in substantially the form in which approved by the Borrower;
(h) the execution and delivery of the Loan Documents by the Borrower and the performance by the Borrower of its obligations thereunder do not and will not violate or constitute a default under the Amended and Restated Articles of Organization or Amended and Restated Operating Agreement of the Borrower or any court order, and do not and will not violate or constitute a default under any agreement, indenture, mortgage, lease or any other obligation or instrument to which the Borrower is bound, and no approval or other action by any g...
