Representations and Warranties of Borrower and Guarantor. In order to induce Bank to enter into this Modification, Borrowers and Guarantors hereby represent and warrant to Bank that:
Representations and Warranties of Borrower and Guarantor. Each of Borrower and Guarantor represents and warrants to Lender as follows:
Representations and Warranties of Borrower and Guarantor. In order to induce Bank to enter into this Modification, Borrowers and Guarantors hereby represent and warrant to Bank that:
(a) The representations and warranties contained in the Loan Agreement are true and correct in all material respects at and as of the Effective Time; provided, however, those representations and warranties containing a reference to a particular date shall continue to be qualified by reference to such date;
(b) The Borrowers and Guarantors are duly authorized to execute and deliver this Modification and are duly authorized to borrow and perform their obligations under the Loan Agreement and the other Loan Documents. The Borrowers and Guarantors have duly taken all corporate action necessary to authorize the execution and delivery of this Modification and to authorize the performance of the obligations of Borrowers and Guarantors hereunder;
(c) The execution and delivery by the Borrowers and Guarantors of this Modification, the performance by the Borrowers and Guarantors of their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with, violate or constitute a breach or default under (i) any provision of applicable law applicable to it or any of its Subsidiaries, (ii) its organizational documents, (iii) any agreement or instrument to which it is a party or which is otherwise binding upon it, or (iv) any material judgment, license, order or permit applicable to or binding upon it;
(d) Except for those which have been duly obtained, no consent, approval, exemption, authorization or other action by, notice to, or filing with any governmental authority or third party is required in connection with the execution and delivery by the Borrowers and Guarantors of this Modification or to consummate the transactions contemplated hereby;
(e) When duly executed and delivered, this Modification will constitute the legal, valid and binding obligation of the Borrowers and Guarantors, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to enforcement of creditors’ rights; and
(f) Other than as specified in this Modification, no Default or Event of Default exists under the Loan Agreement or any of the other Loan Documents.
Representations and Warranties of Borrower and Guarantor. To induce FINOVA to --------------------------------------------------------- execute and deliver this Agreement, each of Borrower and Guarantor represent and warrant that:
(a) The execution, delivery and performance by Borrower and Guarantor, as the case may be, of this Agreement, and xxx xxxuments and instruments delivered in connection herewith and therewith have been duly authorized; and
(b) Neither the execution, delivery or performance of this Agreement or any of the documents or instruments delivered in connection herewith or therewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of Borrower's or Guarantor's corporate charter or bylaws or other governing documents, (ii) any law or regulation or any order or decree of any court or any governmental instrumentality or (iii) any indenture, mortgage, deed of trust, lease agreement or other instrument to which Borrower or Guarantor is a party or by which any of their property is bound.
Representations and Warranties of Borrower and Guarantor. Borrower and Guarantor hereby represent and warrant to Purchaser and Seller as follows:
(a) The liens, pledges and security interests granted in the Assigned Loan Documents are valid and perfected security interests with the priority required by the Loan and Security Agreement-Note C.
(b) Borrower and Guarantor have requested that Seller and Purchaser enter into the transactions contemplated by this Agreement, and Borrower and Guarantor anticipate to receive, directly or indirectly, material benefit from the execution of this Agreement and consummation of the transaction contemplated by this Agreement.
(c) The Loan and Security Agreement-Note C is valid and enforceable by its terms. Seller has a valid, enforceable, attached and perfected first priority security interest against the Assigned Security Interest under the Loan and Security Agreement-Note C. Borrower and Guarantor are unaware of any liens or security interests filed, threatened, asserted or claimed by any party against the Assigned Security Interest except for the Loan and Security Agreement-Note C. Borrower and Guarantor are unaware of any threatened, asserted, claimed or filed judicial or non-judicial proceeding and in which title to the Assigned Security Interest is affected or in which the validity or enforceability of the Loan and Security Agreement-Note C is disputed. Borrower and Guarantor are unaware of any threatened or claimed lien or security interest against the Assigned Security Interest. Borrower and Guarantor are unaware of any party that has threatened, asserted or claimed ownership of or a writ of possession against the Assigned Security Interest. All personal property taxes with respect to the Assigned Security Interest have been paid and are current and no supplemental assessments have been received or are known to Borrower and Guarantor.
(d) Term Note C is valid and enforceable in accordance with its terms. Borrower and Guarantor do not assert and have not asserted and are not aware of any claim of setoff, offset, reduction, or credit against the amount of Term Note C. The outstanding principal balance of Term Note C is $276,696.40 as of May 31, 2003. Interest is paid through May 31, 2003. Term Note C is currently in default and such default has not been cured by Borrower or Guarantor. Borrower and Guarantor are currently unable to cure the defaults under Term Note C and have requested that Seller enter into the transactions set forth in this Agreement in part in order to al...
Representations and Warranties of Borrower and Guarantor. In order to induce Lenders to enter into this Agreement and to make the Loans, Borrower and Guarantors hereby covenant, represent and warrant to Administrative Agent and each Lender (for which purpose, Borrower and Guarantors shall be charged with and deemed to have the knowledge of HRPT and the Advisor) that:
Representations and Warranties of Borrower and Guarantor. Each of Guarantor and Borrower hereby represents and warrants, as of the date of this Agreement, on each Borrowing Date, on each Remittance Date and on the first day of each Fixed Period, as follows:
(a) Each Receivable (i) on which the Lenders have advanced funds hereunder or (ii) is included in the Borrowing Base, in each case, is an Eligible Receivable.
(b) Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has the power and all licenses necessary to own its assets and to transact the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Pledged Receivables requires such qualification. The chief executive office of Borrower is located at 00 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxx, Xxx Xxxx 00000. Borrower’s records regarding the Pledged Receivables (other than those delivered to Custodian) are located at 00 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxx, Xxx Xxxx 00000. Guarantor is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the power and all licenses necessary to own its assets and to transact the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Pledged Receivables requires such qualification. The chief executive office of Guarantor is located at 00 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxx, Xxx Xxxx 00000.
(c) Borrower has the power, authority and legal right to make, deliver and perform this Agreement and each of the Transaction Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party, and to grant to Agent, for the benefit of Lenders, a first priority perfected security interest (subject only to Permitted Liens) in the Pledged Assets on the terms and conditions of this Agreement. This Agreement and each of the Transaction Documents to which Borrower is a party constitutes the legal, valid and binding obligation of Borrower, enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be lim...
Representations and Warranties of Borrower and Guarantor. Each Borrower and each Guarantor each hereby represents and warrants to Agent and Lender that (i) no consents are necessary from any third parties in connection with its execution, delivery or performance of the Amendment Documents to which it is a party, (ii) the Amendment Documents to which it is a party constitute the legal, valid and binding obligations of it, enforceable against it in accordance with their terms, except to the extent that the enforceability thereof against it may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally or by equitable principles of general application (whether considered in an action at law or in equity), (iii) except as disclosed on the disclosure schedule attached to the Loan Agreement as Exhibit 11 and the disclosure schedule attached to this Amendment as Exhibit 4, all of the representations and warranties contained in Section 11, as amended by this Amendment, are true and correct in all material respects with the same force and effect as if made on and as of the date of this Amendment, except that with respect to the representations and warranties made regarding financial data in Section 11.11, such representations and warranties are hereby made with respect to the most recent Financial Statements and other financial data (in the form required by the Loan Agreement) delivered by Borrower as required by the Loan Agreement, and (iv) there exists no Default or Event of Default under the Loan Agreement, as amended by this Amendment.
Representations and Warranties of Borrower and Guarantor. The Borrower and the Guarantor hereby represent and warrant as follows:
7.1. The Borrower and the Guarantor are duly incorporated and legally existing companies under the laws of the ROC with all lawful power and authority to own their assets and conduct their businesses. The Borrower is a public company listed on the Taiwan Stock Exchange (TWSE); the Guarantor is not a TWSE-listed company.
7.2. The Borrower and the Guarantor have obtained all necessary authorizations in accordance with all their internal procedures to effect the Loans set forth in this Agreement as for the Borrower and the joint guarantee for the Loans hereunder as for the Guarantor, and to execute, deliver and perform this Agreement and all other documents relevant to this Agreement.
(a) The execution, delivery and performance by the Borrower and the Guarantor of this Agreement and all other relevant documents will not violate any law or regulation, their articles of incorporation, procedures for endorsement and guarantee or other internal rules and guidelines, nor have material adverse effect on the obligations of the Borrower and the Guarantor under any other contract, and will not result in any breach by the Borrower and the Guarantor under any other contract.
(b) The Guarantor has completed all necessary procedures for providing guarantee for the Loans under this Agreement in accordance with applicable laws and regulations, its articles of incorporation and procedures for endorsement and guarantee, and is able to provide guarantee in the amount required under this Facility to the Borrower.
7.4. This Agreement and all other relevant documents each constitutes legal, valid and binding obligations of the Borrower and the Guarantor.
(a) The Borrower and the Guarantor have obtained all necessary authorizations in accordance with all their internal procedures to effect the ASE-SPIL Joint Share Exchange in accordance with the Joint Share Exchange Agreement and relevant announcement made by the Guarantor.
(b) The Borrower and the Guarantor have obtained all necessary approvals and permits (include, but not limited to merger approvals or evidence that such merger is not prohibited given by domestic and foreign competent authorities such as authorities of the ROC, the United States, Korea, German and mainland China) in accordance with applicable laws. Such approvals and permits are still in effect. Besides the approvals and permits that are already obtained, no other approvals or permits are r...
Representations and Warranties of Borrower and Guarantor. Borrower and Guarantor represent and warrant, as of the date this Agreement is executed, that:
(a) Borrower is a corporation which is, and at all times shall be, duly organized, validly existing and in good standing under and by virtue of the laws of the State of Delaware. Borrower is duly authorized to transact business in all other states in which it is doing business, having obtained all necessary filings, governmental licenses and approvals for each such state. Specifically, Borrower is, and at all times shall be, qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition.
(b) Borrower's execution, delivery, and performance of this Agreement and all the Loan Documents have been duly authorized by all necessary action by Borrower, and does not conflict with, result in a violation of, or constitute a default under (1) any provision of Borrower's articles of incorporation, bylaws or other instrument binding upon Borrower; or (2) any law, governmental regulation, court decree, or order applicable to Borrower or its properties.
(c) Guarantor is a limited liability company which is, and at all times shall be, duly organized, validly existing and in good standing under and by virtue of the laws of the State of Delaware. Borrower is duly authorized to transact business in all other states in which it is doing business, having obtained all necessary filings, governmental licenses and approvals for each such state. Specifically, Borrower is, and at all times shall be, qualified as a foreign limited liability company in all states in which the failure to do so qualify would have a material adverse effect on its business or financial condition.
(d) Guarantor's execution, delivery, and performance of this Agreement and all the Loan Documents have been duly authorized by all necessary action by Borrower, and does not conflict with, result in a violation of, or constitute a default under (1) any provision of Borrower's Articles of Organization, Operating Agreement or other instrument binding upon Borrower; or (2) any law, governmental regulation, court decree, or order applicable to Borrower or its properties.
(e) This Agreement constitutes, and any instrument or agreement Borrower or Guarantor is required to give under this Agreement when delivered will constitute, legal, valid, and binding obligations of Borrower and/or Guarantor enforceable against them in accordan...
