Obligors’ Representations Clause Samples
The "Obligors’ Representations" clause sets out the statements and assurances made by the parties who are obligated under an agreement, typically regarding their legal authority, capacity, and the accuracy of information provided. In practice, this clause may require obligors to confirm that they are duly organized, have the power to enter into the contract, and that no undisclosed legal issues exist that could affect their obligations. Its core function is to provide the other party with confidence in the obligors’ ability and legitimacy to fulfill their contractual commitments, thereby reducing the risk of future disputes or breaches arising from misrepresentation.
Obligors’ Representations. Each Obligor hereby represents and warrants to Lenders as follows, except as disclosed in any schedule hereto. The disclosures in any schedule hereto shall qualify every other section of this Agreement to the extent it is reasonably clear from a reading of such schedule that the disclosures contained therein are applicable to such other sections.
Obligors’ Representations. On the date of this Agreement, each Obligor by reference to the facts and circumstances then existing on the date of this Agreement, represents and warrants to the other Parties that:
(a) it has good, valid and marketable title to, or valid leases or licenses of, and all appropriate Authorisations to use, all material assets necessary to carry on its business as presently conducted if and to the extent that failure to do so would have, or would reasonably be expected to have, a Material Adverse Effect;
(b) has the power to own its assets and carry on its business as it is being conducted;
(c) the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable, subject to any applicable Reservations;
(d) all Authorisations required to make this Agreement admissible in evidence in its jurisdiction of incorporation and any jurisdiction where it conducts a material part of its business, including all required corporate approvals, have been obtained or effected and are in full force and effect;
(e) it has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect, and no labour disputes are current or, to the best of its knowledge and belief, threatened against any member of the Group which have or are reasonably likely to have a Material Adverse Effect;
(f) except in the case of Babylon Singapore Pte Limited, to its knowledge having made due and careful enquiry, no order has been made, or resolution passed for the winding up of or appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of it or any other member of the Group, and no analogous procedure has been commenced in any jurisdiction;
(g) the intercompany balances that have been provided to the Noteholders’ Advisers in the Data Room to date were true and accurate in all material respects as at the date the information is expressed to be given;
(h) all written information and documentation material to the matters contemplated by this Agreement (other than projections and estimates) provided by the Company or any member of the Group (including the Company’s Advisers) to the other Parties (or their respective advisers) or any other report delivered in connection with any part of the Restructuring (whether in the Data Room or otherwise) has been prepared with the intention that it be true and accurate in all m...
Obligors’ Representations. Each Obligor represents and warrants to the Payee, that as at the date of the Original Date and the date of this Note:(a)
Obligors’ Representations. The Borrower (on behalf of itself and the other Obligors and/or the other members of the Group (as the case may be)) makes the following representations and statements to the Lender with respect to each day until all debts owed under the Finance Documents have been fully paid and discharged:
(a) Each Obligor is a company duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(b) Each Obligor has necessary capacity for civil conduct and capacity for civil right to own its assets, carry on its business as it is being conducted, and execute and perform the Finance Documents to which it is a party.
Obligors’ Representations. Each Obligor represents and warrants, in respect of itself, to the Lenders and the Administrative Agent that:
Obligors’ Representations. Each Obligor makes the Repeating Representations, and the representations and warranties in clause 20.7 (No filing or stamp taxes), 20.14 (Security) and 20.21 (Shares) of the Original Facility Agreement, by reference to the facts and circumstances then existing:
(a) on the date of this Agreement; and
(b) on the Effective Date, but as if references in clause 20 (Representations) of the Original Facility Agreement to “this Agreement” are instead references to this Agreement and, on the Effective Date, references to the Amended Agreement and this Agreement.
Obligors’ Representations. To the best of Seller Party’s knowledge, all of the representations and warranties included in the related loan and security agreement are true and correct as of the Purchase Date.