Borrower’s Warranties and Representations. As a material inducement to the Lender’s extension of credit to Borrower in connection with the Line of Credit Loan, Borrower warrants and represents to the Lender as follows:
Borrower’s Warranties and Representations. As a material inducement to the Lender's extension of credit to Borrower in connection with the Loan, Borrower warrants and represents to the Lender as follows:
Borrower’s Warranties and Representations. To induce the Department to enter into this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower hereby warrants and represents that:
a) The Borrower is duly organized, validly existing, and authorized to engage in business in the State of Wisconsin.
b) To its knowledge, the Borrower is qualified to engage in business in every jurisdiction where the nature of its business makes such qualification necessary;
c) The Borrower is in compliance with all laws, regulations, ordinances and orders of public authorities applicable to it, the violation of which would have a material and adverse effect on the Borrower's financial ability to comply with this Agreement;
d) The Borrower is unaware of any conditions which could subject it to any damages, penalties or clean-up costs under any federal or state environmental laws which would have a material and adverse effect on the Borrower's financial ability to comply with this Agreement;
e) This Agreement is valid and enforceable in accordance with its terms against the Borrower, subject only to applicable bankruptcy, insolvency, reorganization or other similar laws affecting generally the enforceability of the rights of creditors;
f) Except as set forth in Section 8(f) hereto, the Borrower is financially solvent and able to comply with all of the terms and conditions set forth in the Agreement and is not in default under the terms and conditions of any loan agreements, leases, or financing arrangements with the Borrower’s other creditors. With respect to that certain Commercial Business Loan Agreement for Telkonet, Inc. Line of Credit September 9, 2008 by and between Thermo Credit, LLC and the Borrower, the Borrower is not in satisfaction of clauses D(10) (A) and (B) requiring that: (i) Borrower’s minimum cash flow to debt service ratio not be less than 1 to 1 as of the end of each fiscal quarter and that (ii) Borrower maintain a tangible net worth of not less than $14,400,000.00 as of the last day of each fiscal quarter. Thermo Credit, LLC has waived the foregoing requirements as of the quarter ended June 30, 2009 for a period of ninety (90) days thereafter.
g) The financial statements and other information provided by the Borrower to the Department are complete and accurate in accordance with Generally Accepted Accounting Principles, and may be relied upon by the Department in deciding whether to enter into this Agreement with the Borrower;
h) The Borrower...
Borrower’s Warranties and Representations. Borrower warrants and represents that:
A. The Collateral is or will be owned by Borrower and (except as otherwise permitted by or acknowledged by the Lender's prior written consent) is not subject to any security interest, liens or encumbrances, except as created by this Agreement, and Borrower will defend the Collateral against the claims and demands of all persons;
B. Except as may be specifically otherwise permitted by the terms of the other Loan Documents, Borrower will not sell, exchange, lease, encumber or pledge the Collateral, create any security interest therein (except that created by this Agreement), or otherwise dispose of the Collateral or any of Borrower's rights therein or under this Agreement without the prior written consent of the Lender, nor will Borrower remove the Collateral from the state or states in which it is located on the date of this Agreement, except for temporary periods in the normal and customary use thereof, without the Lender's prior written consent;
C. Except as specifically authorized by Lender in writing, Borrower will not permit any other security interest to attach to any of the Collateral, permit the Collateral to be levied upon under any legal process, or permit anything to be done that may impair the value of any of the Collateral or the security intended to be afforded by this Agreement;
D. The Borrower will execute, and will pay all costs of filing of, any financing, continuation or termination statement with respect to the security interest created by this Agreement. The Lender is hereby appointed Borrower's attorney-in-fact to do all acts and things which the Lender may deem necessary to perfect and continue perfected the security interest created by this Agreement and to protect the Collateral;
E. Borrower will promptly notify the Lender of any change in the location of any place of Borrower's business or residence and of the establishment of any new place of business or residence;
F. Borrower shall give the Lender written notice of each office of Borrower at which records pertaining to the Collateral are kept. Except as such notice is given, all records of Borrower pertaining to Collateral are and shall be kept at that address set forth in the heading of this Agreement; and
Borrower’s Warranties and Representations. Borrower hereby unconditionally warrants and represents unto Lender as follows:
Borrower’s Warranties and Representations. Borrower hereby represents and warrants to the Lender, as follows:
Borrower’s Warranties and Representations a) The Borrower and the Guarantor (if any) each warrants and represents that:
i) its obligations under the Agreement are legal, valid, binding and enforceable against it;
ii) there is no default (that is material in the context of the Agreement) under any agreement, undertaking or instrument to which it is a party and no Event of Default has occurred;
iii) nothing has happened that would become a default mentioned in clause 9.0(a)(ii) simply by notice being given or time elapsing;
iv) except as notified to FFNZ in writing, there are no security interests over the Borrower's property or the Guarantor's (if any) property over which a Security Interest, mortgage or otherwise has been or is proposed to be given to FFNZ;
v) it has disclosed to FFNZ all material matters that it knows of which may affect its ability to perform any of its obligations under the Agreement; and
vi) all information provided to FFNZ is true, complete and accurate in all respects.
Borrower’s Warranties and Representations. To induce Bank to enter into this Loan Agreement and make the Loan, Borrower hereby warrants and represents to Bank, upon which Bank materially relies in making the Loan, that:
Borrower’s Warranties and Representations. Borrower represents and warrants to Lender the statements set forth in Sections 7.1 through 7.12.
Borrower’s Warranties and Representations. Borrower covenants, warrants, and represents as follows:
A. Borrower is a Corporation, duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all necessary authority to conduct its business and defend or prosecute its rights wherever it is conducted.
B. Borrower is aware that Electropure EDI, Inc., is the actual holder of the Collateral being pledged as security under this transaction, and that Electropure EDI, Inc. is a wholly-owned subsidiary of Electropure, Inc.
C. All actions by Borrower, its directors, and stockholders that are necessary for the authorization execution, delivery, and performance of this Agreement, and of the Ancillary Agreements, have been duly taken. Borrower has been duly authorized to execute and deliver this Loan Agreement, the Ancillary Agreements, and all other corresponding documents, as evidencing a valid and binding obligation of Borrower.
D. Borrower owns good and marketable title to each item constituting the Collateral in this transaction, and such is free from all liens, levies, pledges or encumbrances of any nature whatsoever.
E. Borrower is aware that Xxxxxxx Xxxx, Lender’s President, is a former officer of Electropure, Inc., could be considered an “insider,” and that, nonetheless, the negotiation of this Loan Agreement and all Ancillary Agreements has occurred entirely at arm’s length, with Borrower and Lender each receiving independent legal counsel.
F. The officers or representatives of Borrower executing this Loan Agreement and the Ancillary Agreements are duly and properly in office or acting as representatives and are fully authorized to execute the same.
G. The Loan Agreement and Security Agreement create a perfected, first priority security interest in Lender’s favor, enforceable against the Collateral in which Borrower now has rights, and will create a perfected, first priority security interest enforceable against the Collateral in which Borrower later acquires rights, if and when Borrower acquires those rights during the Term of this agreement.
H. There is no character, bylaw, or capital stock provision of Borrower, and no provision of any indenture instrument, or agreement, written or oral, to which Borrower is a party or which governs the action of Borrower or which is otherwise binding upon Borrower or Borrower’s property, nor is there any statute, rule or regulation, or any judgment, decree, or order of any court or agency binding on Borrower...
