Borrower’s and Guarantor’s Representations and Warranties. To induce the Lender to enter into this Agreement, the Borrower and Guarantor make the following representations and warranties which shall be deemed to be continuous representations and warranties so long as any credit hereunder remains available or any indebtedness of the Borrower to the Lender remains unpaid:
Borrower’s and Guarantor’s Representations and Warranties. The Borrower and the Guarantors hereby acknowledge, warrant, represent, covenant and agree with the Bank as follows:
(a) That the Borrower and the Guarantors are unaware of the occurrence of any Default or Event of Default under the Loan Documents, as hereby amended;
(b) That Borrower and the Guarantors continue to be a duly constituted and validly existing business corporations or limited liability companies in good standing under the laws of the State or Country of their formation, with full power and authority to do all things required to be done by them hereunder and under the other Loan Documents to which they are a party or by which they are or may be bound or affected;
(c) That the Borrower and the Guarantors have no offsets, defenses or counterclaims to their obligations under the Loan Documents, as hereby amended;
(d) That all corporate action needed to be taken by the Borrower and the Guarantors to execute and deliver this Agreement and do all things required of them hereunder and under the other Loan Documents has been taken and remains in full force and effect;
(e) That the Borrower and the Guarantors are solvent and have not (i) filed a petition seeking relief from any provision of any bankruptcy, reorganization, arrangement or dissolution law of any jurisdiction, (ii) made an assignment for the benefit of creditors, (iii) had a receiver, custodian, liquidator or trustee appointed by court order or otherwise, or (iv) failed to pay, or admitted in writing, its inability to pay debts generally as they become due;
(f) That the execution, delivery and performance by the Borrower or the Guarantors of this Agreement and the Allonge does not and will not violate any provision of: (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award presently in effect having applicability to the Borrower or the Guarantors, or (ii) any document, instrument or agreement to which the Borrower or the Guarantors are a party, or by which the Borrower or the Guarantors may be bound or affected;
(g) That after the amendments to the financial covenants herein contained that the financial covenants contained in the Loan Agreement, as hereby amended, are basically the same as the financial covenants contained, as of the date hereof, in the documents evidencing that certain $15,000,000.00 line of credit and $3,000,000.00 term loan established and/or made for the Borrower by X.X. Xxxxxx Xxxxx Bank, NA.
Borrower’s and Guarantor’s Representations and Warranties. Borrower and Guarantor hereby represent and warrant to Lender and covenant and agree with Lender as follows:
a. Borrower and Guarantor have full legal right, power and authority to enter into and perform this Modification. The execution and delivery of this Modification by Borrower and Guarantor, and the consummation by Borrower and Guarantor of the transactions contemplated hereby have been duly authorized by all necessary action by or on behalf of Borrower and Guarantor. This Modification is a valid and binding obligation of Borrower and Guarantor, enforceable against Borrower and Guarantor in accordance with its terms.
b. Neither the execution and delivery of this Modification by Borrower and Guarantor, nor the consummation by Borrower and Guarantor of the transactions contemplated hereby, conflicts with or constitutes a violation or a default under any law applicable to Borrower and Guarantor, or any contract, commitment, agreement, arrangement or restriction of any kind to which Borrower or Guarantor is a party, by which Borrower or Guarantor is bound or to which any of Borrower’s or Guarantor’s property or assets is subject.
c. There are no actions, suits or proceedings pending, or to the knowledge of Borrower or Guarantor, threatened against or affecting Borrower or Guarantor, in relation to its obligations to Lender or involving the validity and enforceability of this Modification, or any of the other Loan Documents or Additional Loan Documents (as hereinafter defined), as applicable, at law or in equity, or before or by any governmental agency, or which could have a material adverse effect on the financial condition, operations, properties, assets, liabilities or earnings of Borrower or Guarantor, or the ability of Borrower or Guarantor to perform its obligations to Lender.
d. Borrower and Guarantor hereby reaffirm and confirm that the representations and warranties of Borrower and Guarantor contained in the Loan Documents are true, correct and complete in all material respects as of the date of this Modification.
e. Borrower and Guarantor are in full and complete compliance with the terms, covenants, provisions and conditions of the Loan Agreement and the other Loan Documents to which they are a party.
f. All covenants, representations and warranties of herein are incorporated by reference and hereby made a part of the Loan Documents, as applicable.
Borrower’s and Guarantor’s Representations and Warranties. As a material inducement to the Administrative Agent, the L/C Issuer, the Lenders and the New Lenders to execute and deliver this Amendment, the Borrower and each Guarantor each represent and warrant to the Lenders and the New Lenders (with the knowledge and intent that the Lenders and the New Lenders are relying upon the same in entering into this Amendment) that as of the Effective Date of this Amendment and as of the date of execution of this Amendment, (a) all representations and warranties in the Credit Agreement and other Loan Documents are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, and (b) no Default or Event of Default exists.
Borrower’s and Guarantor’s Representations and Warranties. The Borrower and Guarantors hereby jointly and severally represent and warrant to Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which are a continuing condition of the making of advances hereunder by Lender to Borrower:
Borrower’s and Guarantor’s Representations and Warranties. Borrower and Guarantor hereby represent and warrant to Lender and covenant and agree with Lender as follows:
Borrower’s and Guarantor’s Representations and Warranties. To induce BOK to enter into this Agreement and to make the Loans, each of Borrower and Guarantor represents and warrants to BOK (which representations and warranties shall survive the delivery of the Note and shall be deemed to be continuing representations and warranties until repayment in full of the Loans) as follows; provided that those portions of the following representations and warranties relating to Borrower shall be deemed made solely by Borrower and those portions of the following representations and warranties relating to Guarantor shall be deemed made solely by Guarantor:
Borrower’s and Guarantor’s Representations and Warranties. The Borrower and the Guarantors affirm that (a) the representations and warranties made by the Credit Parties in the Credit Agreement and in the other Credit Documents and that are contained in any certificate furnished at any time under or in connection with the Credit Documents are true and correct in all material respects on and as of the date hereof (except for those that expressly relate to an earlier date) and (b) no Default or Event of Default has occurred and is continuing on the date hereof or after giving effect to the Tranche C Term Loan.
Borrower’s and Guarantor’s Representations and Warranties. In order to induce Lender to enter into this Agreement and to make the Loan, Borrower and Guarantor represent and warrant to Lender that the statements in this Section 4 are true, correct and complete:
Borrower’s and Guarantor’s Representations and Warranties. To induce WFBW to enter into this Agreement and to make the Loan, each of Borrower and Guarantor represents and warrants to WFBW (which representations and warranties shall survive the delivery of the Note and shall be deemed to be continuing representations and warranties until repayment in full of the Note) as follows; provided that those portions of the following representations and warranties relating to Borrower shall be deemed made solely by Borrower and those portions of the following representations and warranties relating to Guarantor shall be deemed made solely by Guarantor:
