Borrower’s Representations, Warranties and Covenants. Borrower represents and warrants to Lender that: the execution of and performance by Borrower under the terms of this Agreement, each Schedule and related financing documents have been approved for Borrower by all necessary corporate or other action as applicable; Borrower is duly formed and is in good standing and qualified to do business in its state of organization (if applicable) and in the state(s) in which its place(s) of business is (are) located; the execution and delivery of this Agreement does not contravene any of Borrower’s organizational documents or any other agreement, document or instrument to which Borrower is a party; this Agreement is a valid, binding and enforceable agreement of Borrower; Borrower lawfully possesses and owns each item of Collateral financed or refinanced by Lender for Borrower; the Collateral is free from, and will remain free from, all liens or other encumbrances, except for the security interest granted hereby and any security interests that are junior in priority to the security interest granted hereby; if Borrower acquires any inventory from a Vendor with funds advanced under this Agreement, then all of Borrower’s inventory acquired from such Vendor is free from, and will remain free from, all liens or other encumbrances, except for the security interest granted hereby; Borrower is a merchant engaged in the business of selling the Inventory and other personal property of a kind similar to the Inventory; all information supplied and statements made by Borrower in any financial statement or other document delivered to Lender at any time is, and shall be, true, correct, complete and genuine when delivered; the Borrower is not a party to or the subject of any lawsuit, governmental investigation or proceeding or material dispute with any party, except as previously disclosed in writing to Lender; the Financial Statements and other information provided by Borrower to Lender in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement; and the Financial Statements and other information provided by any guarantor of Borrower (or by any other party liable for any of Borrower’s and/or its affiliates obligations to Lender and/or its affiliates) in the credit application or otherwise have not materially changed from the date of submission of such information through the date of Borrower’s signing of this Agreement. Each...
Borrower’s Representations, Warranties and Covenants. Borrower represents, warrants, covenants, and agrees:
Borrower’s Representations, Warranties and Covenants. So long as Borrower is indebted to Lender hereunder, Borrower warrants, represents, and agrees that except as disclosed in the Disclosure Schedule attached as Addendum B and consented thereto by Lender, the statements set forth herein are true and correct on the Closing Date and shall remain true and correct after the Closing Date until such time as Borrower notifies Lender to the contrary. Borrower shall immediately advise Lender if it learns that any such representation or warranty is untrue in any material respect.
Borrower’s Representations, Warranties and Covenants. Borrower and Guarantors hereby certify that the following statements are true on the date hereof:
(a) No Default or Event of Default has occurred and is continuing;
(b) All representations and warranties contained in the Agreement and the other Loan Documents, before and after giving effect to this Amendment, are true and correct in all material respects with the same effect as though such representations and warranties are being made as of the date hereof.
(c) Except with respect to compliance with Sections 5.3 and 6.1, the Borrower, before and after giving effect to this Amendment is in compliance in all material respects with all covenants in Sections 5, 6 and 7 of the Loan Agreement and all other covenants and agreements contained in the Agreement and the other Loan Documents;
(d) There has been no material adverse change in the financial condition or business of the Borrower and Guarantors;
(e) Except as expressly modified hereby, the Agreement and other Loan Documents remain unmodified and in full force and effect and are hereby ratified and confirmed in all respects; and
(f) The Borrower has no offsets, counterclaims or defenses to the enforcement of, or otherwise with respect to, the Agreement and/or other Loan Documents as hereby modified.
Borrower’s Representations, Warranties and Covenants. To induce the Bank to enter into this Agreement the Borrower represents, warrants, agrees, and covenants that:
Borrower’s Representations, Warranties and Covenants. To induce the Bank to enter into this Agreement, Borrower hereby certifies, represents, and warrants that all representations and warranties contained herein and in the Loan Documents are true and correct as of the Execution Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date. Borrower further represents, warrants and covenants to the Bank as follows:
Borrower’s Representations, Warranties and Covenants. Each Borrower represents, warrants, and covenants to Lender that, as of the date hereof, and as long as any amount hereunder or under the Note remains outstanding (and with respect to the Warrant, until expiration or exercise of the Warrant):
(a) there is no provision of any contract, agreement, indenture or other instrument to which the Borrower is or will be a party which would be contravened or violated by any of the representations, warranties, covenants or agreements made or actions to be taken hereunder or under the other Loan Documents or Warrant by such Borrower.
(b) there is no action, suit, proceeding, arbitration or investigation pending at law or in equity or before any governmental agency or instrumentality or, to the knowledge of such Borrower, threatened against or affecting such Borrower or which, in any case, might materially adversely affect such Borrower or its operations, business, assets, properties or condition (financial or otherwise) or its ability to perform or otherwise comply with its obligations to Lender. If, in the future, such action, suit, proceeding, arbitration or investigation is pending or threatened, such Borrower shall provide Lender with immediate notification and the details thereof.
(c) such Borrower is a corporation duly organized and validly existing under the laws of the state of its incorporation. Such Borrower has the power and authority to conduct all of the activities conducted by it and to own or lease all of the assets owned or leased by it and such Borrower is duly licensed or qualified to do business as a foreign corporation in all jurisdictions in which the nature of its business require it to be so licensed or qualified. Such Borrower is in all material respects in compliance with all laws, regulations and ordinances applicably to it.
(d) the execution, delivery and performance by such Borrower of this Loan Agreement, the other Loan Documents and the Warrant (i) do not require the approval of any governmental authority, (ii) do not violate the certificate of incorporation or bylaws of such Borrower and (iii) do not violate any provisions of law, any writ, order or decision of any court or other governmental authority, or any indenture, agreement or other instrument to which such Borrower is a party or by which its properties may be bound or affected. This Loan Agreement, the other Loan Documents, the Warrant and any other documents executed by such Borrower in connection herewith are, or upon execution ...
Borrower’s Representations, Warranties and Covenants. Effective upon the opening of the Card Account, and continuing until termination of this Agreement and satisfaction of all obligations of Borrower hereunder, the Borrower covenants, represents, and warrants the following:
Borrower’s Representations, Warranties and Covenants. Effective upon Borrower's submission of its Business Loan Application, and continuing until termination of the Credit Agreement and satisfaction of all obligations of Borrower thereunder, Borrower covenants, represents, and warrants the following:
Borrower’s Representations, Warranties and Covenants. So long as Borrower is indebted to Lender, Borrower warrants, represents, and agrees that the statements set forth herein are true and correct and shall remain so.
