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 to Lender as follows:
(a) Borrower has full power and authority to enter into this Agreement, to borrow the full amount of the Loan and to execute and deliver the documents and instruments required under this Agreement.
(b) This Agreement and the documents executed under this Agreement shall not violate any contract or agreement concerning Borrower’s operations, nor result in a breach of the terms or conditions of or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Borrower pursuant to any agreement to which Borrower is a party or by which Borrower may be bound, except liens in favor of Lender.
(c) Lxx Oil Company, Inc. has good and marketable title to the Virginia Property. Lxx’x Food Mart’s, LLC has good and marketable title to the Kentucky Property. Mound Technologies, Inc. has good and marketable title to the Ohio Property.
(d) Borrower owns all of its assets free and clear of any lien, encumbrances or security interests, except liens in favor of Lender.
(e) No default exists under any of the encumbrances permitted by Lender beyond the applicable cure period.
(f) Borrower is a duly organized and validly existing Maryland corporation and is in good standing in its state of formation. Borrower’s chief executive office is located at 1000 Xxxxx 00xx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000.
(g) Borrower has not engaged the services of any broker(s) in connection with the Loan and Borrower shall defend, indemnify and hold Lender (and its successors and assigns) harmless from any claim, demand, lawsuit, verdict or judgment for any commissions allegedly owed to any broker in connection with the Loan. All of the indemnification obligations herein shall survive the payment of the Note and foreclosure of the Mortgage.
(h) All credit information submitted or to be submitted to Lender by or on behalf of Borrower and/or Guarantor is or will be true and correct in all material respects and Lender (and its successors and assigns) is authorized to make such credit investigations and obtain such credit reports and other financial information, whether written or oral, in connection with Borrower’s and/or Guarantor’s financial status as Lender (and its successor and assigns) deems necessary, in its sole discretion.
(i) No construction has been commenced upon the Property nor has any actual or visible improvement on the ground of the Property been made until the...
Borrower’s Warranties and Representations. Borrower hereby represents and warrants to the Lender, as follows:
Borrower’s Warranties and Representations. Borrower hereby unconditionally warrants and represents unto 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. The Borrower represents and warrants that:
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. Save and except to the extent already disclosed in writing by the Borrower to the Bank the Borrower hereby warrants and undertakes as follows
Borrower’s Warranties and Representations. Borrower hereby represents and warrants as follows:
A. That Borrower and each of them is a duly organized and validly existing corporation in good standing under the laws of the States in which they were organized.
B. That Borrower has taken all necessary corporate action to authorize Borrower to enter into and perform this Agreement.
C. That the execution by Borrower of this Agreement, and the performance of its obligations hereunder no not and will not violate or conflict with any provision of Borrower's Articles of Incorporation or Bylaws.
D. To the best of Borrower's knowledge and belief, the owners have obtained all governmental licenses, permits and approvals necessary to use and occupy the Properties, and the owners are in compliance with all applicable requirements of federal, state and local law, including without limitation building and use ordinances and environmental protection statutes, and any restrictive covenants of record affecting the operation, use and occupancy of the Properties.
E. That there are no unrecorded easements or claims of interest in and to the Properties, nor any facts indicating the existence of any such easements, claims or interest other than those covenants and easements set forth as exceptions to the title insurance policy.
F. That there are no mechanic's or materialmen's liens in existence on or against the Properties.
G. That it/they have personal knowledge on information and belief of the facts hereinabove given and are competent to make these representations. Each of the Undersigned acknowledges that the Lender has relied on their representations contained herein in entering into this transaction.
H. That the execution and delivery by Borrower or owner of a Deed of Trust will not violate any indenture, agreement or other instrument to which the Borrower is a party, or the Properties are 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 other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon the Properties.
I. That no consent or approval of any regulatory body is required for the execution, delivery and performance of a Deed of Trust.
J. That no suits, proceedings or investigations are pending or threatened against or affecting the Borrower or owners of the Properties, at law or in equity, or before or by any governmental or administrative agency ...
