Representation and Warranties of Borrower. Borrower represents and warrants as follows:
(a) The execution, delivery and performance by Borrower of this Agreement are within Borrower’s limited partnership powers, have been duly authorized by all necessary limited partnership action and do not (i) violate the Company’s organizational documents or (ii) result in a breach of, or default under, any existing obligation of the Company under any indenture, loan agreement or other similar material agreement or instrument binding on the Company.
(b) No authorization, consent or approval of any Governmental Authority is required to be obtained or made by the Company as a condition to its valid execution, delivery and performance of this Agreement.
(c) This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and equitable principles of general applicability.
(d) No Default, Event of Default or Material Adverse Effect has occurred and is continuing.
Representation and Warranties of Borrower. The Borrower hereby represents and warrants that as of the date of this Amendment (a) no event has occurred and is continuing which, after giving effect to this Amendment, constitutes a Default or an Event of Default, (b) the representations and warranties of the Borrower contained in the Loan Agreement and the other Financing Agreements are true and correct on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they are true and correct as of such earlier date, (c) the execution and delivery by the Borrower of this Amendment and the performance by the Borrower of the Loan Agreement, as amended by this Amendment, are within its corporate power and have been duly authorized by all necessary corporate action, (d) this Amendment and the Loan Agreement, as amended by this Amendment, are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, (e) the execution and delivery by the Borrower of this Amendment and the performance by the Borrower of the Loan Agreement, as amended by this Amendment, do not require the consent of any Person and do not contravene the terms of the Borrower's Articles of Incorporation or By-Laws or any indenture, agreement or undertaking to which the Borrower is a party or by which the Borrower or any of its property is bound, and (f) except as disclosed on Schedule 1 attached hereto, all schedules attached to the Loan Agreement remain true, correct and complete.
Representation and Warranties of Borrower. As a material inducement to Lender's agreement to enter into this Agreement, Borrower represents, warrants, acknowledges and agrees to and for the benefit of Lender that as of the date hereof:
a. Borrower has full power and authority to enter into and perform its obligations under this Agreement; this Agreement has been duly authorized, executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms.
b. There has been no change in the Borrower's Organizational Chart attached as Schedule 5.1 of the Loan Agreement and Borrower is in compliance with the provisions of Article 9 of the Loan Agreement.
c. No Potential Default or Event of Default has occurred and is continuing under the Loan Documents.
d. All of Borrower's representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof with the same effect as if made on the date hereof.
e. Borrower does not have any defenses to or offsets against the payment of any amounts due to Lender under or in connection with the Loan, or defenses against the performance of any of the obligations of Borrower under the Loan Documents.
f. There has been no material adverse change in (or newly discovered information that has not been disclosed to Lender in writing, which could adversely impact, the operation, performance or condition (financial, physical or otherwise) of the Property or Borrower between the date of the Loan Documents and the date hereof.
g. Borrower represents and warrants to Lender that (i) the Gelson's Lease, as amended by the Gelson's Lease Amendment (as defined in and attached as Exhibit A to the First Amendment), is in full force and effect and has not been further modified or amended, and there are no other agreements between Borrower and Gelson's with regard to the Gelson's Lease or the Property; and (ii) Borrower has not received nor has Borrower given any notice of default pursuant to the terms of the Gelson's Lease, and no default has occurred under the Gelson's Lease by Borrower or, to Borrower's best knowledge, Gelson's.
h. Borrower acknowledges and agrees that the above recitals to this Agreement are true and correct.
Representation and Warranties of Borrower. The representations and warranties of the Borrower set forth in the Purchase Agreement are specifically incorporated herein by this reference.
Representation and Warranties of Borrower. The Company represents and warrants as follows:
(a) The execution, delivery and performance by Borrower of this Agreement are within Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) Borrower’s articles of incorporation or bylaws or (ii) any material indenture, loan agreement or other similar agreement or instrument binding on the Borrower.
(b) No authorization, consent or approval by any governmental body or agency is required for the valid execution, delivery and performance by Borrower of this Agreement.
(c) This Agreement constitutes a valid and binding agreement of Borrower enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and equitable principles of general applicability.
(d) The aggregate amount of the Commitments under the Credit Agreement, including any increases pursuant to Section 2.19 thereof, does not exceed $150,000,000.
(e) No event has occurred and is continuing which constitutes an Event of Default.
(f) All conditions precedent to the increase of the Commitments contained in the Credit Agreement, including, without limitation, Section 2.19 thereof, have been satisfied as of the date hereof.
Representation and Warranties of Borrower. The Company ----------------------------------------- represents and warrants as follows:
(a) The execution, delivery and performance by Borrower of this Agreement and the New Note are within Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) Borrower's restated certificate of incorporation or by-laws or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower.
(b) No authorization, consent or approval of any governmental body or agency is required for the valid execution, delivery and performance of this Agreement by Borrower or for the valid execution, issuance, delivery and performance of the New Note by Borrower.
(c) This Agreement constitutes a valid and binding agreement of Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and equitable principles of general applicability. The New Note, when executed, issued and delivered hereunder for value received, will constitute a valid and binding obligation of Borrower, enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.
(d) The aggregate amount of the Commitments under the Credit Agreement, including any increases pursuant to Section 2.20 thereof, does ------------ not exceed $200,000,000.
(e) No event has occurred and is continuing which constitutes an Event of Default.
(f) Prior to the increase in Commitment pursuant to this Agreement, Borrower has offered the Lenders the right to participate in such increase by increasing their respective Commitments.
Representation and Warranties of Borrower. Borrower hereby represents and warrants to Lender as follows:
Representation and Warranties of Borrower. By execution of Agreement, Borrower represents and warrants to Lender that:
(a) Borrower has full right, power and authority to execute this Agreement and to perform all of its obligations thereunder;
(b) Upon execution of this Agreement by Borrower and Lender, no uncured event of default exists under the Note, Loan Agreement or Loan Documents;
(c) Borrower reaffirms its obligation to pay the Loan in full, the validity and enforceability of the Note, Loan Agreement and Loan Documents;
(d) Except to the extent otherwise disclosed to Lender, Borrower affirms that all representations, warranties and covenants of Borrower set forth in the Note, Loan Agreement and/or Loan Documents are true and accurate.
Representation and Warranties of Borrower. Borrower hereby represents and warrants to Lender, as follows:
(a) Borrower is duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets.
(b) Borrower is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would have material adverse effect on the business or financial condition of Borrower.
(c) All shares of Stock have been duly authorized and validly issued and are fully paid and nonassessable.
(d) Upon delivery to Lender of the certificate representing the Stock, Lender will acquire good and valid title to the Stock, free and clear of all liens (other than those created by Lender).
(e) Borrower has all necessary corporate power and authority to enter into this Agreement and has taken all corporate action necessary to consummate the transactions contemplated hereby, and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Borrower and is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforcement may be affected by bankruptcy or other laws of general application affecting the rights of creditors or general principles of equity.
(f) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will result in (i) a violation of or a conflict with any provision of the certificate of incorporation or bylaws of Borrower (ii) a breach of, or a default under, any term or provision of any material contract, agreement, lease, license, franchise, permit, authorization or concession to which Borrower is a party or by which its assets are bound, which breach or default would have a material adverse effect on the financial condition of the Borrower or the ability of the Borrower to consummate the transactions contemplated hereby or (iii) a violation by Borrower of any statute, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree or award, which violation would have a material adverse effect on the business or financial condition of the Borrower or the ability of the Borrower to consummate the transactions contemplated hereby.
(g) No consent, approval or authorization of, or declaration, filing o...
Representation and Warranties of Borrower. Borrower hereby represents and warrant to Buyers as follows:
(a) As of the close of business on December 8, 2010, the Outstanding Principal on the Debenture is $478,450.93 and the Accrued Interest on the Debenture is $52,629.90. ].
(b) For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, upon execution of this Agreement, the holding period for any shares of common stock of Borrower to be issued or issuable pursuant to the Debenture tack back to the original issuance date of the Debenture, which date is August 17, 2009, so that the holding period for the Buyer is deemed to have commenced on such date.
(c) Borrower is not now and has not been at any time during the previous two calendar years, a “shell issuer”, as described in Rule 144(i)(1) under the Securities Act of 1933, as amended, and has been current in all reports required to be filed under the Securities Exchange Act of 1934, as amended.
(d) Borrower expressly waives for the benefit of Buyers any rights it may have to offset, defense, counterclaim or right of rescission as to the Debenture which it may have had against Exx.
