Holdings Representations Clause Samples
The Holdings Representations clause requires a party to affirm or guarantee the accuracy of information regarding the assets, securities, or interests it currently owns or controls. In practice, this means the party must disclose and confirm the extent and nature of its holdings, often as of a specific date or in connection with a transaction. This clause ensures transparency and accuracy in dealings, helping to prevent disputes or misunderstandings about ownership and to allocate risk if the representations prove inaccurate.
Holdings Representations. None of the Holding Companies have (a) entered into any agreement (including any agreement for the incurrence or assumption of Debt, any purchase, sale, lease or exchange of any property or the rendering of any service), between itself and any other Person, other than the Loan Documents to which it is a party, the Second Lien Loan Documents to which it is a party, the 4th Source Related Agreements to which it is a party, the AgileThought Related Agreements to which it is a party, and its governing documents (collectively, the “Holdings Documents”), (b) engaged in any business or conduct any activity (including the making of any Investment or payment) or transfer any of its assets, other than (i) the making of Investments in a Borrower existing on the Closing Date (as set forth on Schedule 11.9) and entering into and performing its obligations as “Borrower” (as defined in the Second Lien Loan Agreement), (ii) the performance of its obligations under the Holdings Documents in accordance with the terms thereof, and (iii) the performance of ministerial activities and the payment of taxes and administrative fees, and (iv) in the case of Ultimate Holdings, actions in connection with the issuance and sale of its common stock and other customary activities taken by Ultimate Holdings to the extent arising from its status as an issuer of securities that are publicly registered, or (c) consolidated or merged with or into any other Person.
Holdings Representations. None of the Holding Companies have (a) entered into any agreement (including any agreement for the incurrence or assumption of Debt, any purchase, sale, lease or exchange of any property or the rendering of any service), between itself and any other Person, other than the Senior Credit Facility Documents to which it is a party, the Loan Documents to which it is a party, the definitive documentation evidencing the Permitted Investor Debt to which it is a party, and its governing documents (collectively, the "Holdings Documents"), (b) engaged in any business or conduct any activity (including the making of any Investment or payment) or transfer any of its assets, other than the making of Investments in a Borrower existing on the Closing Date (as set forth on Schedule 11.9), (ii) the performance of its obligations under the Holdings Documents in accordance with the terms thereof, (iii) the performance of ministerial activities and the payment of taxes and administrative fees, and (iv) in the case of Ultimate Holdings, actions in connection with the issuance and sale of its common stock and other customary activities taken by Ultimate Holdings to the extent arising from its status as an issuer of securities that are publicly registered, or (c) consolidated or merged with or into any other Person.
Holdings Representations. In the case of Holdings:
(a) Holdings (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Holdings has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which Holdings is a party. This Agreement has been, and each other Loan Document to which it is a party will be, duly executed and delivered on behalf of Holdings. This Agreement constitutes, and each other Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of Holdings enforceable against Holdings in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(c) The execution, delivery and performance of the Loan Documents to which Holdings is a party will not violate any Requirement of Law or Contractual Obligation of Holdings or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law...
Holdings Representations. Holdings does not make any representations or warranties as to the content or accuracy of any of the Inspection Records and/or the Property. Holdings makes the following representations, warranties and covenants to the SHR Parties with respect to Holdings as of the Execution Date and the Closing Date:
Holdings Representations. In the case of Holdings:
(a) Holdings (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate or other organizational power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to be so qualified or in good standing would not have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
(b) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending against Holdings or any of its Subsidiaries or against any of its or their respective properties or revenues which, taken as a whole, (x) are material with respect to any of the Loan Documents or (y) would reasonably be expected to have a Material Adverse Effect.
Holdings Representations. Holdings warrants that the Option Agreement, including any amendments thereto, is in full force and effect and fully assignable without requiring the consent of GlassBridge. Holdings further warrants that the interests and rights in the Option Agreement transferred pursuant to this Assignment are free and clear of any lien, encumbrance, or adverse claim.
Holdings Representations. None of the Holding Companies have (a) entered into any agreement (including any agreement for the incurrence or assumption of Debt, any purchase, sale, lease or exchange of any property or the rendering of any service), between itself and any other Person, other than the Senior Credit Facility Documents to which it is a party, the Loan Documents to which it is a party, the Specified Acquisition Agreements to which it is a party, and its governing documents (collectively, the “Holdings Documents”), (b) engaged in any business or conduct any activity (including the making of any Investment or payment) or transfer any of its assets, other than the making of Investments in a Borrower existing on the Closing Date (as set forth on Schedule 11.9), (ii) the performance of its obligations under the Holdings Documents in accordance with the terms thereof, and (iii) the performance of ministerial activities and the payment of taxes and administrative fees, or (c) consolidated or merged with or into any other Person.
Holdings Representations. Holdings hereby makes the following representations and warranties to each of TTP and HPP:
Holdings Representations. As of the Contract Date, Holdings hereby represents and warrants to Duke that the following statements are true:
7.2.1 Holdings is a duly organized and validly formed limited liability company under the laws of the State of Virginia, is qualified to do business in state in which the Property is located and is not subject to any involuntary proceeding for dissolution or liquidation thereof.
7.2.2 The execution, delivery of and performance under this Agreement are pursuant to authority validly and duly conferred upon Holdings and the signatories hereto. To Holdings’ knowledge, the consummation of the transaction herein contemplated and the compliance by Holdings with the terms of this Agreement do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which Holdings is bound.