Covenants and Representations and Warranties Sample Clauses

Covenants and Representations and Warranties. Borrowers hereby: 5.1 ratify, confirm and agree that the Credit Agreement, as amended by this Amendment, and all other Loan Documents are valid, binding and in full force and effect as of the date of this Amendment, and enforceable in accordance with their terms. 5.2 agree that they have no defense, set-off, counterclaim or challenge against the payment of any sums owed or owing under the Loan Documents or the enforcement of any of the terms of the Loan Documents. 5.3 ratify, confirm and continue all liens, security interests, pledges, rights and remedies granted to Agent for the benefit of Lenders in the Loan Documents and agree that such liens, security interests and pledges shall secure all of the Obligations under the Loan Documents as amended by this Amendment. 5.4 represent and warrant that all representations and warranties in the Loan Documents are true and complete as of the date of this Amendment. 5.5 agree that their failure to comply with or perform any of their covenants or agreements in this Amendment will constitute a Default or an Event of Default under the Loan Documents subject to applicable notice and cure periods set forth in Section 9.01 of the Credit Agreement. 5.6 represent and warrant that no condition or event exists after taking into account the terms of this Amendment which would constitute a Default or an Event of Default. 5.7 represent and warrant that the execution and delivery of this Amendment by Borrowers and all documents and agreements to be executed and delivered pursuant to this Amendment: (a) have been duly authorized by all requisite action of Borrowers; (b) will not conflict with or result in a breach of, or constitute a default (or with the passage of time or the giving of notice or both, will constitute a default) under, any of the terms, conditions, or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrower’s Articles of Incorporation or By-Laws or any indenture, mortgage, loan or credit agreement or instrument to which any Borrower is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrowers under the terms or provisions of any such agreement or instrument, except liens in favor of Lenders.

Covenants and Representations and Warranties. The Shareholder and the Seller shall have performed and observed in all material respects each covenant or other obligation required to be performed or observed by them pursuant to this Agreement at or prior to the Closing. The representations and warranties of Seller contained in Article V of this Agreement shall be true and correct in all material respects at and as of the date hereof and as of the Closing Date as though made at and as of the Closing Date.

Covenants and Representations and Warranties. As of the date hereof the Guarantor is in full compliance with all covenants under the Credit Documents that are applicable to it and all representations and warranties of the Guarantor contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name:

Covenants and Representations and Warranties. Trillium shall have complied in all material respects with its obligations, covenants and agreements in this Agreement to be performed and complied with on or before the Effective Date except if the failure to comply with such obligation, covenant or agreement would not significantly delay or impeded completion of the Transaction or the ability of Trillium to complete the Transaction and shall not be in material default of any covenant contained herein and the representations and warranties of Trillium in sections 3.1 and 3.3 shall be true and correct as of the Effective Date as if made on and as of such date (except for such representations and warranties that represent and warrant facts or information as at a specific or particular date, which representations and warranties shall truly and correctly represent such facts or information as at such date), except (i) as affected by transactions, changes, conditions, events or circumstances contemplated or permitted by this Agreement, or (ii) for breaches of representations and warranties which in the aggregate do not have a Material Adverse Effect on Trillium or prevent or materially delay or impede the consummation of the Transaction or the ability of Trillium to complete the Transaction and Stem Cell and Acquisitionco shall have received a certificate of Trillium addressed to Stem Cell and Acquisitionco and dated the Effective Date, signed by the Chief Executive Officer of Trillium (on behalf of Trillium and without personal liability) certifying the foregoing;

Covenants and Representations and Warranties. As of the date hereof the Borrower is in full compliance with all covenants under the Credit Documents that are applicable to it and all representations and warranties of the Borrower contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name: 1 Choose as appropriate 2 Insert the relevant corporate body (Board of Directors, Executive Committee) or other group (such as shareholders), as appropriate, if this bracketed clause is applicable I, [•], [title] of ______________ (the “Borrower”), DO HEREBY CERTIFY, in connection with the Export Prepayment Finance Agreement dated as of December 20, 2016 among Adecoagro Vale do Ivinhema S.A. as the Borrower, the Guarantors, Banco Rabobank International Brasil S.A., as the Administrative Agent and the Collateral Agent, the Collection Account Agent, the Paying Agent, the Lead Arrangers and the Lenders party thereto (the “Agreement”), that the following statements are true and correct: 1. I am a duly authorized and appointed officer of the Borrower, and I am authorized to execute this certificate on behalf of the Borrower; and 2. As of the date hereof, (a) the below named persons, having been duly elected and appointed by the Borrower, are duly authorized by the Borrower to execute and deliver on its behalf the Agreement and any other agreement, instrument or document delivered under the Agreement, and (b) the signature which appears opposite the name of each such person referred to in clause (a) above is a true specimen of the signature of such person. Name Office Signature [•] [•] [•] [•] [•] [•]

Covenants and Representations and Warranties. A-6 Section 3.1 Stockholders Meeting.................................A-6 Section 3.2 Filings; Other Actions...............................A-6 Section 3.3 Reasonable Efforts...................................A-8 Section 3.4 Representations and Warranties of the Company.....

Covenants and Representations and Warranties. As of the date hereof the Borrower and the Guarantors are in full compliance with all covenants applicable to each of them under the Credit Documents and all representations and warranties thereof contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name: Title: Chief Financial Officer Entries on this Schedule A represent descriptive references only to the corresponding components set forth in the relevant sections of the Export Prepayment Finance Agreement (and the definitions therein ancillary thereto). This Certificate relates to the fiscal year of the Borrower ended on [•].

Covenants and Representations and Warranties. 6 Section 3.1

Covenants and Representations and Warranties. As of the date hereof the Borrower is in full compliance with all covenants under the Credit Documents that are applicable to it and all representations and warranties of the Borrower contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name: 1 Choose as appropriate 2 Insert the relevant corporate body (Board of Directors, Executive Committee) or other group (such as shareholders), as appropriate, if this bracketed clause is applicable Export Prepayment Finance Agreement dated as of March 10, 2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., among others. I, [•], [title] of (the “Borrower”), DO HEREBY CERTIFY, in connection with the Export Prepayment Finance Agreement dated as of March 10, 2014 among Adecoagro Vale do Ivinhema S.A. as the Borrower, the Guarantors, ING Bank N.V., as the Administrative Agent and the Collateral Agent, the Brazilian Collateral Agent, the Lead Arranger and the Lenders party thereto (the “Agreement”), that the following statements are true and correct:

Covenants and Representations and Warranties. As of the date hereof the Borrower and the Guarantors are in full compliance with all covenants applicable to each of them under the Credit Documents and all representations and warranties thereof contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name: Title: Chief Financial Officer Export Prepayment Finance Agreement dated as of March 10, 2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., among others. Entries on this Schedule A represent descriptive references only to the corresponding components set forth in the relevant sections of the Export Prepayment Finance Agreement (and the definitions therein ancillary thereto). This Certificate relates to the fiscal year of the Borrower ended on [•]. (i) The ratio of its Net Worth to its Total Assets is: (ii) The ratio of its Net Debt to its Adjusted EBITDA is: (iii) Its Interest Coverage Ratio is: