BORROWER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES Sample Clauses

BORROWER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that:
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BORROWER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES. Supplementing Sections 2.01(y) and (z) hereof, Borrower represents and warrants to Lender as follows:
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BORROWER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES. Each Borrower hereby represents and warrants that: Each Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut and shall hereafter remain in good standing as a corporation in that state, and is duly qualified and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified and in good standing in every other state in which the failure to qualify or become licensed could have a Material Adverse Effect (as defined below). Each Borrower's exact legal name is as set forth in this Agreement. The organizational identification number, if any, of each Borrower, issued by its jurisdiction of incorporation, is as set forth on Schedule A hereto. The execution, delivery and performance of this Agreement, and any other Loan Document (as defined below) executed in connection herewith, are within each Borrower's corporate powers, have been duly authorized, are not in contravention of law or the terms of such Borrower's charter, bylaws or other incorporation papers, or of any material indenture, agreement or undertaking to which such Borrower is a party or by which it or any of its properties may be bound. The Certificate of Incorporation and all amendments thereto of each Borrower have been duly filed and are in proper order. All capital stock issued by each Borrower and outstanding was and is properly issued and all books and records of each Borrower, including but not limited to its minute books, bylaws and books of account, are accurate and up to date and will be so maintained. Each Borrower owns, leases or licenses all of the assets reflected in the most recent of such Borrower's financial statements provided to the Agent, except assets sold or otherwise disposed of in the ordinary course of business since the date thereof or otherwise permitted to be disposed of in accordance with the terms of this Agreement, and such assets together with any assets acquired since such date, including without limitation the Collateral, are free and clear of any Lien, except (i) the security interests and other encumbrances (if any) listed on Schedule B hereto, (ii) those leases of personal property set forth on Schedule C annexed hereto, (iii) those Liens permitted pursuant to Section 14(e) of this Agreement, or (iv) Liens and security interests in favor of the Agent for the benefit of the Credit Parties (collectively, the "Permitted Liens"). Each Borrower has made o...
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BORROWER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES. The Borrowers represent and warrant that:
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Related to BORROWER'S ADDITIONAL REPRESENTATIONS AND WARRANTIES

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

  • No Additional Representations and Warranties Except as otherwise expressly provided in this Article IV (as modified by the Company Schedules), the Company expressly disclaims any representations or warranties of any kind or nature, express or implied, including as to the condition, value or quality of the Company or the Company’s assets, and the Company specifically disclaims any representation or warranty with respect to merchantability, usage, suitability or fitness for any particular purpose with respect to the Company’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that such subject assets are being acquired “as is, where is” on the Closing Date, and in their present condition, and Acquiror and Merger Sub shall rely on their own examination and investigation thereof. None of the Company’s Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror or its Affiliates, and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or its Affiliates.

  • BORROWER'S REPRESENTATIONS AND WARRANTIES Borrower represents and warrants that:

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Special Representations and Warranties Without in any way limiting the other representations and warranties set forth in this Agreement, and after reasonable investigation and inquiry, Borrower hereby specially represents and warrants to the best of Borrower’s knowledge as of the date of this Agreement as follows:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • General Representations and Warranties To induce Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Obligor represents and warrants that:

  • Continuing representations and warranties The Borrower represents and warrants to the Bank that:

  • Additional Representation and Warranty The parties hereby warrant that neither party shall knowingly insert into any interface, other software, or other program provided by such party to the other hereunder, or accessible on the Electronic Services site or Trust’s web site(s), as the case may be, any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus” or other computer software code or routines or hardware components designed to disable, damage or impair the operation of any system, program or operation hereunder. For failure to comply with this warranty, the non-complying party shall immediately replace all copies of the affected work product, system or software. All costs incurred with replacement including, but not limited to, cost of media, shipping, deliveries and installation, shall be borne by such party.

  • Credit Agreement Representations and Warranties The representations and warranties contained in Article VI of the Credit Agreement, insofar as the representations and warranties contained therein are applicable to any Guarantor and its properties, are true and correct in all material respects, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Article.

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