Borrower's Representation and Warranties. Borrower represents and warrants to Bank as follows:
Borrower's Representation and Warranties. 6.1 The Borrower(s) hereby declare(s), represent(s) and warrant(s) that:
(a) The Borrower( s ) is / are aware that FICCL has agreed to grant / granted the Loan on the basis of the loan application and on the faith of the representations made by the Borrower(s) and believing the same to be true and correct;
(b) That the information given by the Borrower( s ) in his / her Application and any prior or subsequent information provided or explanation furnished to FICCL in connection with Loan are true, complete and accurate in all respect and that no fact or information necessary to be furnished by the Borrower(s) has / have been omitted to be stated in order to induce FICCL to provide the Loan;
(c) That subsequent to the Application there has been no adverse material change in the financial condition of the Borrower(s) nor has any event which is or may be prejudicial to the interest of FICCL taken place which would affect the grant of the Loan as requested in the Application and/or adversely affect the ability of the Borrower(s) to perform all or any of its obligations under this Agreement;
(d) That there are no mortgages, charges, lispendens or liens or other encumbrances or any right of way, light or other easements or right of support on the whole or any part of Property;
(e) That no notice of acquisition or requisition has been issued against or published or received in respect of the Property and no adverse claim has been made against the Property or any part thereof nor is the Property reserved for any purpose;
(f) That the Borrower( s ) is / are absolutely seized and possessed of and entitled to the Property and that the Borrower( s ) has / have a clear and marketable title to the Property and is capable of being mortgaged in favour of FICCL;
(g) As of the date of this Agreement, there is no litigation, proceeding or dispute or action pending or threatened against the Borrower( s ), the adverse determination of which might substantially affect the Borrower(s)’ ability to repay the Loan or have a materially adverse effect on the financial condition of the Borrower(s);
(h) That the Borrower( s ) is / are not aware of any documents, judgment or legal process or other charges or any latent or patent defect affecting the title of the Property or of any material defect in the Property or its title which has remained undisclosed and / or which may affect FICCL prejudicially and has / have made available to FICCL the title deeds in respect of the Property and sh...
Borrower's Representation and Warranties. Borrower represents and warrants to Lender as follows:
Borrower's Representation and Warranties. The Borrower represents and warrants to the Lenders that: (a) the Borrower is a company duly incorporated and validly existing under the laws of British Columbia and is in good standing with respect to the filing of annual reports with the Registrar of Companies for British Columbia; (b) the Borrower has all requisite corporate power capacity and authority to enter into, execute and deliver this Agreement and to execute and deliver the Promissory Note, the Security and to carry out the obligations contemplated herein and therein; (c) the execution and delivery of this Agreement, the Promissory Note and the Security have been duly and validly authorized by the Borrower; and (d) no Event of Default has occurred or is continuing.
Borrower's Representation and Warranties. The Borrowers hereby represent and warrant to and for the benefit of the Lenders that, as on the date hereof and on each Drawdown Date and on each Interest Payment Date and on each Repayment Date:
17.1.1 the Borrowers are limited partnerships duly organized and validly existing under the laws of the Federal Republic of Germany;
17.1.2 the Borrowers have the perpetual corporate existence and power to enter into this Agreement and each of the documents to which they are a party and to borrow and perform their obligations hereunder and thereunder and have taken all necessary corporate or other actions required to authorize the execution, delivery and performance of this Agreement and those of the documents to which they are a party;
17.1.3 the execution, delivery and performance of this Agreement and each of the documents to which any of the Borrowers is a party will not violate or exceed the powers granted to it by, or any provisions of (a) any law or regulation in any jurisdiction to which it is subject, (b) any order or decree of any governmental agency or court of or in any jurisdiction to which it is subject, (c) the constitutional documents, or (d) any mortgage, deed, contract or agreement to which it is a party or which is binding upon it or any of its assets;
17.1.4 no approval or consent from any governmental and quasi-governmental authorities is necessary under applicable law for the execution and delivery of this Agreement and any document and instrument delivered or to be delivered pursuant hereto and the mortgaging of the Vessels to the Lenders;
17.1.5 there are no actions, suits or proceedings pending or threatened against or affecting any of the Borrowers, its property at law or before any governmental authority which may affect the Borrowers’ solvency or ability to pay their debts or their ability to own the Delivered Vessels or affect a substantial part of any of the Borrowers property and none of the Borrowers is in default with respect to any order, writ, injunction, claim or demand of any court or any governmental authority;
17.1.6 this Agreement, the consummation of the transactions herein contemplated and the fulfillment of the terms hereof and the compliance by the Borrowers with all of the terms and conditions of this Agreement and all documents and instruments referred to herein and/or delivered pursuant hereto will not result in any breach by them of the terms, conditions or provisions of, or constitute a default under any indenture,...
Borrower's Representation and Warranties. Borrowers represent and warrant the following and such representations and warranties shall survive the making of this Third Amendment:
a. as of the date hereof no Event of Default or Unmatured Event of Default has occurred or is existing under the Loan Documents;
b. except as otherwise previously disclosed to Agent, Co-Agents and/or Lenders in writing, the representations and warranties made in the Loan Agreement are true and correct as of the date hereof;
c. the execution and delivery by each Borrower of this Third Amendment and performance by it of the transactions herein contemplated (i) are and will be within its powers, (ii) have been authorized by all necessary corporate action, and (iii) are not and will not be in contravention of any order of any court or other agency of government, of law or any other indenture, agreement or undertaking to which such Borrower is a party or by which the property of such Borrower is bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or undertaking or result in the imposition of any lien, charge or encumbrance of any nature on any of the properties of such Borrower; and
d. this Third Amendment, and each other agreement, instrument or document executed and/or delivered in connection herewith, shall be valid, binding and enforceable in accordance with its respective terms.
Borrower's Representation and Warranties. Borrowers represent and warrant the following and such representations and warranties shall survive the making of this Fourth Amendment:
(a) as of the date hereof no Event of Default or Unmatured Event of Default has occurred or is existing under the Loan Documents;
(b) except as otherwise previously disclosed to Agent, Co-Agents and/or Lenders in writing, the representations and warranties made in the Loan Agreement are true and correct as of the date hereof;
(c) the execution and delivery by each Borrower of this Fourth Amendment and performance by it of the transactions herein contemplated (i) are and will be within its powers, (ii) have been authorized by all necessary corporate action, and (iii) are not and will not be in contravention of any order of any court or other agency of government, of law or any other indenture, agreement or undertaking to which such Borrower is a party or by which the property of such Borrower is bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or undertaking or result in the imposition of any lien, charge or encumbrance of any nature on any of the properties of such Borrower; and
(d) this Fourth Amendment, and each other agreement, instrument or document executed and/or delivered in connection herewith, shall be valid, binding and enforceable in accordance with its respective terms.
Borrower's Representation and Warranties. 6.1 The Borrower(s) hereby declare(s), represent(s) and warrant(s) that:
a) The Borrower(s) is / are aware that FICCL has agreed to grant/granted the Loan on the basis of the loan application and on the faith of the representations made by the Borrower(s) and believing the same to be true and correct;
b) That the information given by the Borrower(s) in his / her Application and any prior or subsequent information provided or explanation furnished to FICCL in connection with Loan are true, complete and accurate in all respect and that no fact or information necessary to be furnished by the Borrower(s) has / have been omitted to be stated in order to induce FICCL to provide the Loan;
Borrower's Representation and Warranties a. Borrowers represent and warrant that as of the date hereof no Event of Default or Unmatured Event of Default has occurred or is existing under the Loan Documents.
b. Borrowers shall each deliver to Agent, prior to the execution hereof, certified copies of resolutions of each Borrower's board of directors authorizing increase in the Maximum Credit Limit, the execution hereof, the execution of the Notes referenced in Section 3 hereof and each other document required to be delivered in connection herewith.
c. Borrowers represent and warrant that the execution and delivery by each Borrower of this First Amendment and performance by it of the transactions herein contemplated (i) are and will be within its powers, (ii) have been authorized by all necessary corporate action, and (iii) are not and will not be in contravention of any order of any court or other agency of government, of law or any other indenture, agreement or undertaking to which such Borrower is a party or by which the property of such Borrower is bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or undertaking or result in the imposition of any lien, charge or encumbrance of any nature on any of the properties of such Borrower.
d. Borrowers represent and warrant that this First Amendment, the Notes referenced in Section 3 hereof, and each other agreement, instrument or document executed and/or delivered in connection herewith, shall be valid, binding and enforceable in accordance with its respective terms.
e. Borrowers represent and warrant that each Borrower has reviewed the areas within its business and operations which could be adversely affected by, and has developed or is developing a program to address on a timely basis, the risk that certain computer applications used by such Borrower (or any of its material suppliers, customers or vendors) may be unable to recognize and perform properly date-sensitive functions involving dates prior to and after December 31, 1999 (the "Year 2000 Problem"). The Year 2000 Problem will not result in any event, occurrence or development which would reasonably be expected to materially and adversely effect its business, financial condition, Property, prospects or its ability to perform under this First Amendment or the Loan Agreement.
Borrower's Representation and Warranties. Borrower represents and warrants:
(a) Borrower is (or to the extent that this Pledge Agreement states that the Collateral is to be acquired after the date hereof, will be) the sole owner of the Collateral; that the security interest hereunder in the Collateral is a first, prior and perfected security interest; that there are no security interests, liens or encumbrances upon, or adverse claims of title to, or any other interest whatsoever in, the Collateral or any portion thereof except that created by this Pledge Agreement; and that no financing statement covering the Collateral or any portion thereof exists or is on file in any public office; and
(b) Borrower has full right, power and authority to enter into this Pledge Agreement and no consent of, or registration or filing with, any person or entity, including the California Corporations Commissioner or any other governmental officer or entity, is required.
