Inducement to Bank Sample Clauses

Inducement to Bank. 26 5.2 Survival.......................................................................................30

Inducement to Bank. To induce Bank to enter into this Agreement, Borrower represents and warrants to Bank that: 5.1.1 The representations and warranties of Borrower to Bank set forth on the Questionnaires are true and correct as of the date hereof and are incorporated herein by this reference as if set forth at length herein; 5.1.2 Borrower is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the nature of its business or, properties or Assets makes such qualification necessary or desirable except where the failure to so qualify would not result in a Material Adverse Effect; Borrower has the lawful power and capacity to own its property and to engage in the business it conducts; 5.1.3 Borrower is not in default with respect to any of its existing Indebtedness, and the making and performance of this Agreement, the Notes and the Collateral Documents will not (immediately, with the passage of time, or with the giving of notice and the passage of time): (a) Violate the articles of incorporation, certificates of incorporation or by-laws of Borrower or, in any material respect, violate any Laws or result in a default under any material Contract, agreement or instrument to which Borrower is a party or by which Borrower or its properties or assets are or may be bound; or (b) Result in the creation or imposition of any security interest in, or lien or encumbrance upon, any of the Assets, except such as are in favor of Bank; 5.1.4 Borrower has the power, authority and capacity to enter into and perform this Agreement, the Notes and the Collateral Documents, and to incur the Obligations herein and therein provided for, and Borrower has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, the Notes and the Collateral Documents; 5.1.5 This Agreement and the Collateral Documents are, and the Notes when delivered will be, valid, binding and enforceable against Borrower in accordance with their respective terms; 5.1.6 Except as disclosed in Exhibit 5.1.6, attached hereto, incorporated herein by this reference and hereby made a part hereof, there are no judgments or judicial or administrative orders or proceedings pending, or to the knowledge of Borrower threatened, against or affecting Borrower or the property of Borrower in any court or before any governmental autho...

Inducement to Bank. The representations and warranties contained in the Loan Documents xxxvi) are made to induce Bank to make the Construction Loan and Bank is relying thereon, and xxxvii) shall survive any bankruptcy proceedings involving Borrower or the Property, foreclosure, or conveyance in lieu of foreclosure.

Inducement to Bank. To induce Bank to enter into this Agreement, Borrower represents and warrants to Bank that: 5.1.1 The representations and warranties of Borrower to Bank set forth on the Questionnaires are true and correct as of the date hereof and are incorporated herein by this reference as if set forth at length herein; 5.1.2 BFC is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and BBC is a corporation duly organized, validly existing and in good standing under the Laws of the Commonwealth of Pennsylvania and Borrower is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the nature of its business or Collateral makes such qualification necessary or desirable except where the failure to so qualify would not result in a Material Adverse Effect; Borrower has the lawful power and capacity to own its property and to engage in the business it conducts; 5.1.3 Borrower is not in default with respect to any of its existing Indebtedness, and the making and performance of this Agreement, the Notes and the Collateral Documents will not (immediately, with the passage of time, or with the giving of notice and the passage of time): (a) Violate the articles of incorporation, certificates of incorporation or by-laws of Borrower or, in any material respect, violate any Laws or result in a default under any material Contract, agreement or instrument to, which Borrower is a party or by which Borrower or its properties or assets are or may be bound; or (b) Result in the creation or imposition of any security interest in, or lien or encumbrance upon, any of the Assets, except such as are in favor of Bank; 5.1.4 Borrower has the power, authority and capacity to enter into and perform this Agreement, the Notes and the Collateral Documents, and to incur the Obligations herein and therein provided for, and Borrower has taken all proper and necessary corporate action to authorize the execution, delivery and performance of this Agreement, the Notes and the Collateral Documents; 5.1.5 This Agreement and the Collateral Documents are, and the Notes when delivered will be, valid, binding and enforceable against Borrower in accordance with their respective terms; 5.1.6 Except as disclosed in Exhibit 5.1.6, attached hereto, incorporated herein by this reference and hereby made a part hereof, there are no judgments or judicial or administrative orders or proceedings pending, or to the knowledge of ...