Common use of Borrower’s Representations Clause in Contracts

Borrower’s Representations. Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows: (a) each of the representations and warranties of Borrower contained or incorporated in the Credit Agreement, as amended by this Agreement, or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date); (b) as of the date hereof and immediately after giving effect to this Agreement, no Default and no Event of Default has occurred and is continuing; (c) Borrower has all necessary limited partnership power and authority to execute, deliver and perform its obligations under this Agreement; Borrower has been duly authorized by all necessary limited partnership action on its part; and this Agreement has been duly and validly executed and delivered by Borrower and constitutes Borrower’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (d) Borrower’s execution and delivery of this Agreement (i) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except for such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by‑laws or other organizational documents of Borrower or any order of any governmental authority and (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon Borrower or any of its assets.

Borrower’s Representations. Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows: (a) each of the representations and warranties of Borrower contained or incorporated in the Credit Agreement, as amended by this Agreement, or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date); (b) as of the date hereof and immediately after giving effect to this Agreement, no Default and no Event of Default has occurred and is continuing; (c) Borrower has all necessary limited partnership power and authority to execute, deliver and perform its obligations under this Agreement; Borrower has been duly authorized by all necessary limited partnership action on its part; and this Agreement has been duly and validly executed and delivered by Borrower and constitutes Borrower’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (d) Borrower’s execution and delivery of this Agreement (i) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except for such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by‑laws by-laws or other organizational documents of Borrower or any order of any governmental authority and (iii) will not violate or result in a default under any material indenture, agreement or other material instrument binding upon Borrower or any of its assets.

Borrower’s Representations. Borrower hereby represents warrants and warrants represent to the Administrative Agent Lender, expressly acknowledging that Lender is relying on these warranties and the Lendersrepresentations, as follows: (a) each of the representations and warranties of Borrower contained or incorporated in the Credit Agreementthat, as amended by this Agreement, or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except if any such representation of this Agreement and/or the date or warranty is expressly stated to each Advance, as applicable, and agrees that until all of the Obligations have been made as irrevocably satisfied in full: (i) all information supplied by Borrower in any financial, credit, or accounting statement to Lender is and will be true, correct, and genuine; (ii) that each item of a specific dateEquipment is to be used only for business purposes; (iii) Borrower is duly organized, then as of such specific date); (b) as validly existing, and in good standing under the laws of the date hereof and immediately after giving effect to this Agreement, no Default and no Event state of Default has occurred and is continuing; its formation; (civ) Borrower has all necessary limited partnership power and the full authority to execute, deliver enter into each of the Loan Documents and to perform all of its obligations under this Agreementeach of the Loan Documents; (v) Borrower has been duly authorized by all necessary limited partnership action on its part; and this Agreement has been duly and validly executed executed, authorized, and delivered by Borrower all of the Loan Documents and each of the Loan Documents constitutes Borrower’s the legal, valid valid, and binding obligationobligation of Borrower, enforceable against Borrower in accordance with its terms; (vi) that the execution, except as such enforceability may be limited by (i) bankruptcydelivery, insolvency, reorganization, moratorium or similar laws and performance of general applicability affecting the enforcement transactions contemplated in each of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (d) Borrower’s execution and delivery of this Agreement (i) Loan Documents does not require the approval of any consent or approval ofstockholder, registration or filing withtrustee, or holder of any other action by, any governmental authority, except for such as have been obtained or made obligations of Borrower and are in full force does not and effect, (ii) will not violate any applicable law law, rule, or regulation order now binding on Borrower, or the charter, by‑laws by-laws, or other organizational governing documents of Borrower, or violate the provisions of, constitute a default under, or result in the creation of any lien or encumbrance upon the property of Borrower under, any contract or agreement to which Borrower is a party or by which it or its assets are bound, or require the consent or approval or the giving of notice to the federal or any state or local government (other than customary titling, registration, and security interest filings); (vii) there are no pending or overtly threatened actions or proceedings, which either, individually, or in the aggregate, would materially adversely affect the financial condition of Borrower or any order Borrower’s ability to fully perform all of any governmental authority and (iii) will not violate or result in a default its obligations under any indentureof the Loan Documents; (viii) the Equipment is owned by Borrower and are free of all security interests and liens, agreement or other instrument binding upon Borrower or any except for the lien of its assets.the Loan Documents;

Borrower’s Representations. Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows: (a) each of the representations and warranties of Borrower contained or incorporated in the Credit Agreement, as amended by this Agreement, or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date); (b) as of the date hereof and immediately after giving effect to this Agreement, no Default and no Event of Default has occurred and is continuing; (c) Borrower has all necessary limited partnership power and authority to execute, deliver and perform its obligations under this Agreement; Borrower has been duly authorized by all necessary limited partnership action on its part; and this Agreement has been duly and validly executed and delivered by Borrower and constitutes Borrower’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (d) Borrower’s execution and delivery of this Agreement (i) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except for such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by‑laws by-laws or other organizational documents of Borrower or any order of any governmental authority and (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon Borrower or any of its assets.

Borrower’s Representations. Borrower hereby warrants and represents to Lender, expressly acknowledging that Lender is relying on these warranties and warrants to the Administrative Agent and the Lendersrepresentations, as follows: (a) each of the representations and warranties of Borrower contained or incorporated in the Credit Agreementthat, as amended by this Agreement, or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to of this Agreement and/or the date of each Advance, as applicable, and agrees that until all of the Obligations have been made as irrevocably satisfied in fide (i) all information supplied by Borrower in any financial, credit, or accounting statement to Lender is and will be true, correct, and genuine; (ii) that each item of a specific dateEquipment is to be used only for business purposes; (iii) Borrower is duly organized, then as of such specific date); (b) as validly existing, and in good standing under the laws of the date hereof and immediately after giving effect to this Agreement, no Default and no Event state of Default has occurred and is continuing; its formation; (civ) Borrower has all necessary limited partnership power and the full authority to execute, deliver enter into each of the Loan Documents and to perform all of its obligations under this Agreementeach of the Loan Documents; (v) Borrower has been duly authorized by all necessary limited partnership action on its part; and this Agreement has been duly and validly executed executed, authorized, and delivered by Borrower all of the Loan Documents and each of the Loan Documents constitutes Borrower’s the legal, valid valid, and binding obligationobligation of Borrower, enforceable against Borrower in accordance with its terms; (vi) that the execution, except as such enforceability may be limited by (i) bankruptcydelivery, insolvency, reorganization, moratorium or similar laws and performance of general applicability affecting the enforcement transactions contemplated in each of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (d) Borrower’s execution and delivery of this Agreement (i) Loan Documents does not require the approval of any consent or approval ofstockholder, registration or filing withtrustee, or holder of any other action by, any governmental authority, except for such as have been obtained or made obligations of Borrower and are in full force does not and effect, (ii) will not violate any applicable law law, rule, or regulation order now binding on Borrower, or the charter, by‑laws by-laws, Or other governing documents of Borrower, or violate the provisions of, constitute a default under, or result in the creation of any lien or encumbrance upon the property of Borrower under, any contract or agreement to which Borrower is a party or by which it or its assets are bound, or require the consent or approval or the giving of notice to the federal or any state or local government (other organizational documents than customary titling, registration, and security interest filings): (vii) there are no pending or overtly threatened actions or proceedings, which either, individually, or in the aggregate, would materially adversely affect the financial condition of Borrower or any order Borrower’s ability to fully perform all of any governmental authority and (iii) will not violate or result in a default its obligations under any indentureof Me Loan Documents; (viii) the Equipment is owned by Borrower and are free of all security interests and liens, agreement or other instrument binding upon Borrower or any except for the lien of its assets.the Loan Documents;

Borrower’s Representations. The Borrower hereby represents represents, warrants and warrants to the Administrative Agent and the Lenders, covenants as follows: (a) each of The Borrower has the representations full power, authority and warranties of Borrower contained or incorporated legal right to enter into this Agreement to be bound hereby and to perform and observe the terms and conditions hereof, and is in the Credit Agreementcompliance with all applicable material laws, as amended by this Agreement, or any of the other Loan Documents to which it is a party, are true rules and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date);regulations. (b) as of the date hereof and immediately after giving effect to this Agreement, no Default and no Event of Default has occurred and is continuing; (c) Borrower has all necessary limited partnership power and authority to execute, deliver and perform its obligations under this Agreement; Borrower has been duly authorized by all necessary limited partnership action on its part; and this This Agreement has been duly and validly executed and delivered by the Borrower and constitutes Borrower’s the legal, valid and binding obligation, obligation of the Borrower enforceable against him in accordance with its terms, except subject, as such enforceability may be limited to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally and to moratorium laws from time to time in effect and to general principles of equity. (c) The execution, delivery and performance by the Borrower of this Agreement does not and will not (i) bankruptcyviolate or constitute a default under any provision of any agreement, insolvencynote or instrument which is binding upon the Borrower or by which his properties are bound or materially affected, reorganizationor any law, moratorium rule or similar laws regulation, order writ, injunction or decree of general applicability affecting any court or governmental instrumentality or any contractual restriction binding on the enforcement of creditors’ rights and Borrower, or (ii) require any filing with or consent or other act by or in respect of any governmental authority or other person or entity (other than the application filing of general principles the appropriate number of equity UCC-1 financing statements covering the Pledged Securities, if necessary, and any consent obtained by the Borrower prior to the date hereof) or (regardless iii) constitute a default thereunder or result in the imposition or require the creation of whether such enforceability is considered in a proceeding in equity any lien or at law); andcharge (other than those created, continued or otherwise contemplated hereby) upon the assets of the Borrower. (d) Borrower’s execution and delivery The Pledged Securities pledged by the Borrower on the date hereof consist of this Agreement (i) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except for such as have been obtained or made fewer than 562,500 shares of Common Stock of Xxxxx and are held and owned by the Borrower free and clear of all liens, encumbrances, attachments, security interests, pledges and charges, other than those in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by‑laws or other organizational documents favor of Borrower or any order of any governmental authority and (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon Borrower or any of its assetsXxxxx.

Borrower’s Representations. The Borrower hereby represents represents, warrants and warrants to the Administrative Agent and the Lenders, covenants as follows: (a) each of The Borrower has the representations full power, authority and warranties of Borrower contained or incorporated legal right to enter into this Agreement to be bound hereby and to perform and observe the terms and conditions hereof, and is in the Credit Agreementcompliance with all applicable material laws, as amended by this Agreement, or any of the other Loan Documents to which it is a party, are true rules and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date);regulations. (b) as of the date hereof and immediately after giving effect to this Agreement, no Default and no Event of Default has occurred and is continuing; (c) Borrower has all necessary limited partnership power and authority to execute, deliver and perform its obligations under this Agreement; Borrower has been duly authorized by all necessary limited partnership action on its part; and this This Agreement has been duly and validly executed and delivered by the Borrower and constitutes Borrower’s the legal, valid and binding obligation, obligation of the Borrower enforceable against him in accordance with its terms, except subject, as such enforceability may be limited to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally and to moratorium laws from time to time in effect and to general principles of equity. (c) The execution, delivery and performance by the Borrower of this Agreement does not and will not (i) bankruptcyviolate or constitute a default under any provision of any agreement, insolvencynote or instrument which is binding upon the Borrower or by which his properties are bound or materially affected, reorganizationor any law, moratorium rule or similar laws regulation, order writ, injunction or decree of general applicability affecting any court or governmental instrumentality or any contractual restriction binding on the enforcement of creditors’ rights and Borrower, or (ii) require any filing with or consent or other act by or in respect of any governmental authority or other person or entity (other than the application filing of general principles the appropriate number of equity UCC-1 financing statements covering the Pledged Securities, if necessary, and any consent obtained by the Borrower prior to the date hereof) or (regardless iii) constitute a default thereunder or result in the imposition or require the creation of whether such enforceability is considered in a proceeding in equity any lien or at law); andcharge (other than those created, continued or otherwise contemplated hereby) upon the assets of the Borrower, (d) Borrower’s execution and delivery The Pledged Securities consist of this Agreement not fewer than one million (i1,000,000) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except for such as have been obtained or made shares of Common Stock of Asthmatx and are held and owned by the Borrower free and clear of all liens, encumbrances, attachments, security interests, pledges and charges, other than those in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by‑laws or other organizational documents favor of Borrower or any order of any governmental authority and (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon Borrower or any of its assetsAsthmatx.

Borrower’s Representations. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows: (a) each Each of the representations and warranties of the Borrower contained or incorporated set forth in the Credit Agreement, as amended by this Agreement, or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except or, if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date); (b) as As of the date hereof and immediately after giving effect to this AgreementAgreement and the actions contemplated thereby, no Default and no Event of Default has occurred and is continuing; (c) Borrower has all necessary limited partnership power The execution of this Agreement is within the Borrower’s corporate powers and authority to execute, deliver and perform its obligations under this Agreement; Borrower has been duly authorized by all necessary limited partnership action on its part; and this corporate and, if required, stockholder action. This Agreement has been duly and validly executed and delivered by the Borrower and constitutes Borrower’s a legal, valid and binding obligationobligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws of general applicability affecting the enforcement of creditors’ rights generally and (ii) the application of subject to general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law); and (d) Borrower’s The execution and delivery of this Agreement (ia) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authorityGovernmental Authority, except for such as have been obtained or made and are in full force and effect, (iib) will not violate any applicable law or regulation or the charter, by‑laws by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any governmental authority and Governmental Authority, (iiic) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

Borrower’s Representations. Borrower hereby represents and warrants to the Administrative Agent and the Lenders, as follows: (a) each of the representations and warranties of Borrower contained or incorporated in the Credit Agreement, as amended by this Agreement, or any of the other Loan Documents to which it is a party, are true and correct in all material respects on and as of the date hereof (except if any such representation or warranty is expressly stated to have been made as of a specific date, then as of such specific date); (b) as of the date hereof and immediately after giving effect to this Agreement, no Default and no Event of Default has occurred and is continuing; (c) Borrower has all necessary limited partnership power Borrower’s execution and authority to executedelivery of this Agreement, deliver and perform the performance of its obligations under this Agreement; , are within the limited partnership powers of Borrower has and have been duly authorized by all necessary limited partnership action on its part; under Borrower’s Organizational Documents, and this Agreement has been duly and validly executed and delivered by Borrower and constitutes Borrower’s a legal, valid and binding obligationobligation of Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws of general applicability affecting the enforcement of creditors’ rights generally and (ii) the application of subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (d) Borrower’s execution and delivery of this Agreement (i) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authorityGovernmental Authority, except for such as have been obtained or made and are in full force and effect, (ii) will does not violate any applicable law Applicable Law or regulation or the charter, by‑laws or other organizational documents Organizational Documents of Borrower or any order of any governmental authority Governmental Authority and (iii) will does not violate or result in a default under any indenture, agreement or other instrument binding upon Borrower or any of its assets.