General Representations and Warranties of Borrower. Each Borrower hereby represents and warrants to Administrative Agent and the Lender that (i) such Borrower’s execution of this Agreement has been duly authorized by all requisite action of such Borrower, (ii) no consents are necessary from any third parties for such Borrower’s execution, delivery or performance of this Agreement except for those already duly obtained, (iii) this Agreement, the Loan Agreement, and each of the other Loan Documents, constitute the legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except to the extent that the enforceability thereof against such Borrower may be limited by bankruptcy, insolvency or other laws affecting the enforceability of creditors rights generally or by equity principles of general application, (iv) except as disclosed on the disclosure schedule attached to the Loan Agreement, all of the representations and warranties contained in Section 11 of the Loan Agreement are true and correct with the same force and effect as if made on and as of the date of this Agreement with such exceptions as have been disclosed to Administrative Agent and the Lenders in writing, (v) there is no Existing Default, (vi) the execution, delivery and performance of this Agreement by Borrower does not violate, contravene, or conflict with any Material Law or Material Agreement, (vii) there are no Material Proceedings pending or, to the knowledge of Borrower, threatened, and (viii) since August 21, 2007, no Borrower’s Charter Documents have been amended, restated or otherwise modified in any manner which has or is reasonably likely to have a Material Adverse Effect on any Covered Person or which will or is reasonably likely to cause a Default or Event of Default.
General Representations and Warranties of Borrower. Borrower represents and warrants to Lender, which representations and warranties shall survive the termination of this Agreement, the repayment of the Loan, any investigations, inspections or inquiries made by Lender or any of Lender’s representatives, and any disbursements made by Lender hereunder, as follows:
General Representations and Warranties of Borrower. Borrower represents and warrants to Administrative Agent and Lenders, as of the date of this Agreement and, except to the extent relating to a specific date or as otherwise contemplated and permitted hereunder, as of the date of each Warehousing Advance Request, and as of the making of each Warehousing Advance, that:
General Representations and Warranties of Borrower. Borrower represents and warrants to Agent and the Lenders, which representations and warranties shall survive the termination of this Agreement, the repayment of the Loan, any investigations, inspections or inquiries made by Agent or the Lenders or any of their representatives, the recording of the Mortgage, and any disbursements made by Agent or the Lenders hereunder, as follows:
General Representations and Warranties of Borrower. Each Borrower hereby represents and warrants to Administrative Agent and the Lender that (i) such Borrower’s execution of this Agreement has been duly authorized by all requisite action of such Borrower, (ii) no consents are necessary from any third parties for such Borrower’s execution, delivery or performance of this Agreement except for those already duly obtained, (iii) this Agreement, the Loan Agreement, and each of the other Loan Documents, constitute the legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except to the extent that the enforceability thereof against such Borrower may be limited by bankruptcy, insolvency or other laws affecting the enforceability of creditors rights generally or by equity principles of general application, (iv) there is no Existing Default, (v) the execution, delivery and performance of this Agreement by Borrower does not violate, contravene, or conflict with any Material Law or Material Agreement, (vi) there are no Material Proceedings pending or, to the knowledge of Borrower, threatened, and (vii) since August 21, 2007, no Borrower’s Charter Documents have been amended, restated or otherwise modified in any manner which has or is reasonably likely to have a Material Adverse Effect on any Covered Person or which will or is reasonably likely to cause a Default or Event of Default.
General Representations and Warranties of Borrower. Borrower represents and warrants to Lender (which representations and warranties shall be deemed to be renewed as of the date of each renewal or extension of credit under any of the Obligations) that:
(a) Borrower is the sole legal and equitable owner of the Collateral and holds the same free and clear of all liens, charges, options, restrictions on sale, transfer or disposition, encumbrances and security interests of every kind and nature whatsoever (except those in favor of Lender).
(b) Borrower has full power and authority to make the collateral assignment of the Collateral evidenced hereby and when executed this Agreement will constitute the valid obligation of Borrower, legally binding on Borrower and enforceable in accordance with the terms hereof. The undersigned is duly authorized and empowered to execute this Agreement for and on behalf of Borrower.
(c) No consent or approval of any other person or entity (including, without limitation, any shareholders or directors of Borrower) and no consent, license, approval or authorization of any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity and enforceability of this Agreement.
(d) The Pledged Securities represent all of the issued and outstanding shares of common stock of First National Bank, Tarpon Springs, Florida.
General Representations and Warranties of Borrower. Borrower warrants and represents the truth and accuracy of each of the following warranties and representations, both on the date hereof and on the dates of each transaction made pursuant to this Agreement. Each of the warranties and representations shall inure to the benefit of Lender, its successors and assigns.
(a) Except as expressly permitted by PARAGRAPH 8.15 hereof, Borrower is, and will continue to be during the Term hereof, duly organized, validly existing and in good standing under the laws of the State of Nevada and is, and will continue to be during the Term hereof, qualified to do business and in good standing in each jurisdiction in which it is selling Lots or Units or where the location or nature of its properties used or its business makes such qualification necessary (except where failure to do so would not adversely affect Lender's ability to realize upon the Receivables Collateral or any other security for the Performance of the Obligations or materially adversely affect the business or financial condition of Borrower or the ability of Borrower to complete Performance of the Obligations). Borrower has, and will continue to have, powers adequate for making and Performing under the Documents, for undertaking and Performing the Obligations, and for carrying on its business and owning its properties.
(b) Borrower and the Applicable Trusts have good right and power to grant the Security Interest in the Receivables Collateral and other security for the Obligations and to execute and deliver this Agreement and the other Documents and, in the case of Borrower, to Perform the Obligations. All action necessary and required by Borrower's and the Applicable Trusts' governing documents and all applicable laws for the obtaining of the Loan and for the execution and delivery of this Agreement and all other Documents executed and delivered in connection with the Loan has been duly and effectively taken; and this Agreement is and shall be, and all other Documents are and shall be, legal, valid, binding and enforceable against Borrower and the Applicable Trusts, to the extent they are parties thereto, in accordance with their respective terms, and do not violate the usury laws of the State of Arizona, Colorado, Florida or Nevada, as applicable. The execution, delivery and Performance of the provisions of this Agreement and all of the other Documents will not violate, constitute a default under, or result in the creation or imposition of any lien, charge o...
General Representations and Warranties of Borrower. As an inducement to -------------------------------------------------- Lender to enter into this Agreement and to make the Loans provided for herein, and in addition to all representations and warranties set forth elsewhere in this Agreement, Borrower represents and warrants to Lender and agrees as follows:
General Representations and Warranties of Borrower. To induce Lender to extend credit to Borrower as provided herein, Borrower represents and warrants, which representations and warranties shall continue until all indebtedness of Borrower to Lender arising hereunder is paid in full, as follows:
(a) Borrower is a Delaware limited liability company duly organized, validly existing, and in good standing in its state of organization and in each state in which it owns real property, which, on the date hereof these states are Delaware, South Carolina, Alabama, Arkansas, Florida, Georgia, Mississippi and Texas.
(b) The execution and delivery by Borrower of the Loan Documents and the performance by Borrower of its obligations thereunder have been duly authorized by all necessary member and/or manager action and do not conflict with or constitute a violation of Borrower’s articles of organization, operating agreement, or other organizational documents.
(c) The Loan Documents have been duly executed and delivered on behalf of Borrower and constitute legal, valid, and binding obligations of Borrower and are enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or laws affecting creditors’ rights generally.
(d) To the best knowledge of Borrower, the execution and delivery by Borrower of the Loan Documents and the performance by Borrower of its obligations thereunder, do not and will not violate any provisions of any existing law, regulation, order, injunction, or decree applicable to Borrower or by which Borrower’s assets are bound, and do not and will not conflict with or constitute a breach under any agreement to which Borrower is a party of by which Borrower or its assets are bound in each case, which could have a Material Adverse Effect.
(e) There are no actions, suits or proceedings pending or, to the best knowledge of Borrower, threatened against or affecting Borrower or any of Borrower’s properties or assets before any court or any governmental department, commission, board, agency or instrumentality, which, if determined adversely to Borrower, would have a Material Adverse Effect.;
(f) To the best knowledge of Borrower, except as created or to be created under or permitted by the Loan Documents, there are no mortgages, deeds of trust, pledges, liens, security interests, assignments or other charges or encumbrances of any nature whatsoever on the Property or any other collateral for the Obligations, other than Permitted Liens.
(g) To the best kno...
General Representations and Warranties of Borrower. To induce Phonak to enter into this Agreement, Borrower represents and warrants as follows:
5.1. Borrower has full power to enter into this Agreement, and none of the terms hereof is in contravention of law, or violates any provision of Borrower's charter or by-laws or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower is bound.
5.2. Borrower is, and as to all Collateral hereafter acquired shall be, for so long as any Obligation to Phonak is outstanding, the owner of all Collateral free of any liens, Security Interests or claims of any kind, other than the Security Interest granted by this Agreement, and Borrower shall at all times defend the Collateral against any claim or demand of any person which is adverse to Phonak.
5.3. Borrower will not hereafter grant a Security Interest in the Collateral to any other party, or otherwise permit the encumbrances or disposition of Collateral without Phonak's prior written consent for so long as Borrower is indebted to Phonak on any Obligation, or until this Agreement is terminated according to its provisions.
5.4. The Collateral or records pertaining to the Collateral (except any part thereof which prior to the execution of this Agreement, Borrower shall have advised Phonak, in writing, consists of Collateral normally used in more than one state) will be kept at Borrower's clinic locations as identified on Exhibit E attached hereto, or at its main office: 111 SW Fifth Avenue, Suite 0000, Xxxxxxxx, Xxxxxx 00000. Xxxxxxxxxxxxxxx xxxxxxx of the Collateral or records pertaining thereto to any other location, Phonak's security interest in the Collateral shall continue.
5.5. Borrower will comply with the terms and conditions of any orders, ordinances, regulations, laws or statutes of the Federal government or of any city, state or other governmental department having jurisdiction with respect to the conduct of business thereon. Borrower will, within five days after being notified, either orally or in writing, of any claim of violation of any such order, ordinance, regulation, law or statute, notify Phonak in writing of the assertion of such claim. When requested by Phonak, Borrower will execute any written instruments and do any other acts necessary to effectuate more fully the purpose and provisions of this Agreement.
5.6. Borrower will indemnify and save Phonak harmless from all loss, costs, damages, liability or expenses, including attorney fees, that Phonak may sustain or incur b...
