INDUCING REPRESENTATIONS. In order to induce Lender to make the Loans, Borrower makes the following representations and warranties to Lender:
INDUCING REPRESENTATIONS. To induce Lender to enter into this Agreement, Borrower hereby represents and warrants that: (i) Borrower is duly authorized to enter into this Agreement, and this Agreement, upon its execution by Borrower and Lender, will constitute Borrower’s legal, valid and binding obligations enforceable in accordance with its terms against Borrower; (ii) after giving effect to this Agreement, no Event of Default exists; (iii) no present right of set off, counterclaim, recoupment claim or defense exists in Borrower’s favor in respect of its payment or performance of any Obligations; and (iv) except as modified by this Agreement, all terms of the Loan Agreement and each Loan Document shall remain in full force and effect.
INDUCING REPRESENTATIONS. To induce Lender to enter into this Agreement, Borrower hereby represents and warrants that:
(i) Borrower is duly authorized to enter into this Agreement, and this Agreement, upon its execution by Borrower and Lender, will constitute Borrower's legal, valid and binding obligations enforceable in accordance with its terms against Borrower; (ii) after giving effect to this Agreement, no Event of Default exists; (iii) no present right of setoff, counterclaim, recoupment claim, claim, cause or action or defense exists in Borrower's favor in respect of its payment or performance of any Obligations or arising from any action (or inaction) of Lender; and (iv) except as modified by this Agreement, all terms of the Loan Agreement and each Loan Document are in full force and effect as originally stated.
INDUCING REPRESENTATIONS. In order to induce Lenders to make the Loans, each Loan Party makes the following representations and warranties to Lenders on the date hereof and on the date of issuance of the Warrant:
INDUCING REPRESENTATIONS. To induce the Agent and the Lenders to enter into this Agreement, each Borrower hereby represents and warrants that: (a) such Borrower is duly authorized to enter into this Agreement, and this Agreement, upon its execution by such Borrower, the Agent and each Lender, will constitute such Borrower’s legal, valid and binding obligations enforceable in accordance with its terms against such Borrower; (b) after giving effect to this Agreement, no Default or Event of Default exists; (c) no present right of setoff, counterclaim, recoupment claim or defense exists in such Borrower’s favor in respect of its payment or performance of any Obligations; and (d) except as modified by this Agreement, all terms of the Credit Agreement and each Loan Document shall remain in full force and effect.
INDUCING REPRESENTATIONS. In order to induce Lender to make the Loans, each Loan Party makes the following representations and warranties to Lender:
INDUCING REPRESENTATIONS. As an inducement to the Agent and the ------------------------ Lessors to execute and deliver this Amendment, the Lessee represents and warrants that (i) immediately before and after giving effect to the Merger and this Amendment, no default under the Lease or any of the Prior Debt Agreements (which term for this purpose shall be deemed to include the Old Credit Agreement prior to the Merger and the New Credit Agreement after the Merger) shall have occurred and be continuing, and (ii) it has full corporate power and authority to execute, deliver and perform its obligations under this Amendment; its execution, delivery and performance of this Amendment have been duly authorized by all necessary actions to be taken; and this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.
INDUCING REPRESENTATIONS. In order to induce Lender to make the Term Loan, Borrower (and where the context requires, Borrower's Parent) makes the following representations and warranties to Lender as of the Closing Date, each and all of which shall survive the execution and delivery of this Master Agreement:
1. Borrower is a corporation duly organized and validly existing and in good standing under the laws of the State named in the Schedule. Borrower is qualified to do business in every jurisdiction where the nature of its business or the ownership of its property requires it to be so qualified and where failure to so qualify might materially affect its business or assets.
2. Borrower's executive offices are at the address set forth in the first paragraph of this Master Agreement. Borrower's registered agent in its principal place of business is set forth in the Schedule.
3. Borrower has no subsidiaries. All of Borrower's issued and outstanding stock is owned by the Persons specified in the Schedule.
4. The execution, delivery and performance of this Master Agreement, the Acquisition
5. Each of Borrower and Borrower's Parent is Solvent.
6. The pro forma balance sheet of Borrower, as of the Closing Date, certified by Borrower's President or chief financial officer, a copy of which has been delivered to Lender pursuant to Section 11.2 and attached hereto as Exhibit 11, is complete and correct and fairly presents its financial condition. Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or unanticipated losses from any commitment which are not disclosed in such financial statements or the exhibits thereto which, either individually or in the aggregate, would be material. The balance sheet delivered pursuant to this Section 4.6 shall have been prepared in accordance with GAAP.
7. There has been no material adverse change in the business, properties, condition (financial or otherwise) or operations, present or prospective, of Borrower or Borrower's Parent since the date specified in the Schedule (date of acceptance of the Commitment Letter).
8. All written data, reports and information which Borrower has supplied to Lender or caused to be so supplied by a third party on its behalf in connection with the obtaining of the credit facility provided for in this Master Agreement or in connection with the business transactions giving rise to Borrower's seeking such credit are complete and accurate in all material ...
INDUCING REPRESENTATIONS. Section 4.1 Borrower's state of incorporation: Texas.
Xxction 4.3 Shareholder of Borrower's issued and outstanding stock: Venus Exploration, Inc.
Section 4.4 The first sentence of Section 4.4 of the Master Agreement is deleted and replaced in its entirety with the following:
Section 4.5 Section 4.5 of the Master Agreement is deleted and replaced in its entirety with the following new Section 4.5:
INDUCING REPRESENTATIONS. (a) Pledgor represents and warrants to Pledgee that:
(i) It is the sole legal and beneficial owner of, and has good and marketable title to, the Collateral, free and clear of all pledges, liens, security interests and other encumbrances and restrictions, on the transfer and assignment thereof, other than the security interest created by this Agreement and the restrictions on transfer set forth in Section 11(i) of this Agreement, and it has the unqualified right and authority to execute this Agreement and to pledge the Collateral to Pledgee as provided for herein:
(ii) There are no outstanding options, warrants or other agreements with respect to the Collateral;
(A) The Collateral is fully paid, validly issued and non-assessable; (B) the holder or holders of such Collateral are not and will not be subject to any personal liability as such holder; and (C) such Collateral is not subject to any contractual restrictions to which Pledgor is a party, other than the restriction on transfer set forth in Section 11(i) of this Agreement, or any charter, by-law, statutory or other contractual restrictions, governing the issuance, transfer, ownership or control of such Collateral, except as any sale or transfer may be limited under the rules of the Toronto Stock Exchange and under Canadian provincial and United States Federal or state security laws;
(iv) Any consent, approval or authorization of or designation or filing with any authority which is required in connection with the pledge and security interest granted under this Agreement has been obtained or effected;
(v) The execution, delivery and performance of this Agreement by Pledgor will not violate any provision of law, rule or regulation or any order of any court or other governmental agency to which it is subject, its Certificate of Incorporation and By-Laws, any provision of any indenture, agreement or other instrument to which it is a party or by which it or any of its properties or assets are bound, or be in conflict with, result in a breach of, or constitute a default under (with or without notice or lapse of time), 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 any of its Properties or assets; and
(vi) It has deposited with or caused to be deposited with Pledgee the Pledged Securities duly endorsed in blank or accompanied by an assignment or assignments sufficient to transfer title thereto.
(vii) Th...
