Representations and Warranties of Borrower and Guarantors. To induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower and the Guarantors hereby represent and warrant to the Administrative Agent and the Lenders that, as of the date hereof, (a) after giving effect to this Amendment, the representations and warranties set forth in Section 5 of the Credit Agreement and in the other Loan Documents, including this Amendment, are and shall remain true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects), except to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date), (b) no Default or Event of Default exists or shall result after giving effect to this Amendment, and (c) the Borrower and each Guarantor has the power and authority to execute, deliver, and perform this Amendment and have taken all necessary action to authorize their execution, delivery, and performance of this Amendment.
Representations and Warranties of Borrower and Guarantors. Each Credit Party represents and warrants to Lender as of the date of this Agreement as follows:
(a) Each entity of Borrower is duly organized, validly existing and in good standing under the laws of its state of formation with all power and authority necessary to own, lease and operate Borrower’s properties and carry on its business as now conducted and to execute, deliver and perform this Agreement; (b) all necessary action has been taken on its part to authorize the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by each Credit Party; (c) there are no suits, actions, proceedings or investigations pending or, to the best of each Credit Party’s knowledge, threatened against or involving it before any court, arbitrator or administrative or governmental body which might reasonably result in a material adverse change in its contemplated business, condition, worth or operations; (d) the authorization, execution, delivery and performance of this Agreement will not result in any breach or default under any other document, instrument or agreement to which any Credit Party is a party or by which it is subject or bound; (e) the authorization, execution, delivery and performance of this Agreement will not violate any applicable law, statute, regulation, rule, ordinance, code or order; (f) this Agreement and each of the Loan Documents constitutes the legal, valid and binding obligation of each Credit Party, enforceable against each Credit Party in accordance with its terms; (g) each lien and security interest on the Collateral continues to be duly and properly perfected and constitutes a first priority lien; (h) no consent, license, permit, approval or authorization of any person, entity or governmental authority is required in connection with its execution, delivery and performance of this Agreement; (i) the representations and warranties made by each Credit Party in each of the Credit Documents to which it is a party are true and correct as of the date of the execution and delivery of this Agreement by such Credit Party. All representations and warranties of each of Borrower and Guarantors made in this Agreement shall survive the execution and delivery of this Agreement.
Representations and Warranties of Borrower and Guarantors. Each of the Borrower and the Guarantors hereby represents and warrants that: (a) it has the requisite corporate power and authority to execute, deliver and perform this Third Forbearance and any related documents; (b) it is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Third Forbearance and any related documents; (c) the representations and warranties contained in the Loan Documents are, subject to the limitations set forth therein, true and correct in all material respects on and as of the date hereof as though made on and as of such date (except for those which expressly relate to an earlier date); (d) this Third Forbearance does not violate any law, rule, regulation, contract or agreement otherwise enforceable by or against it; and (e) other than the Acknowledged Events of Default, no default or Event of Default exists under the Loan Documents on and as of the date hereof.
Representations and Warranties of Borrower and Guarantors. 1. Borrower represents and warrants to Lenders and Agent that as of the Execution Date and as of the time of disbursement of an Individual Loan (or, with respect to Item 6 below, as of the time of receipt by Lenders of the Reports and the Timely Disclosure Materials (or, after the delisting, the Financial Statements)), the following matters are true and correct:
(1) Borrower is a kabushiki kaisha duly incorporated and validly existing under the laws of Japan;
(2) The execution and performance by Borrower of, and the transactions under, this Agreement are within the scope of the corporate purposes of Borrower, and Borrower has completed all procedures required therefor under Laws and Regulations and the articles of incorporation and other internal rules of Borrower;
(3) The execution and performance by Borrower of, and the transactions under, this Agreement will not (a) violate any Laws and Regulations binding on Borrower, (b) violate the articles of incorporation or any other internal rules of Borrower, or (c) breach any agreement with a third party to which Borrower is a party or which binds on Borrower or its assets (except, with respect to a breach of or conflict with an agreement, where such breach or conflict does not have a material adverse effect on Borrower’s assets, business, financial conditions or future forecast);
(4) Any person signing, or affixing his/her name and seal to, this Agreement on behalf of Borrower has been authorized to sign, or affix his/her name and seal to, this Agreement on behalf of Borrower pursuant to procedures required under Laws and Regulations and the articles of incorporation and other internal rules of Borrower;
(5) This Agreement is legal, valid and binding on Borrower, enforceable in accordance with its terms;
(6) All Reports and Timely Disclosure Materials (or, after the delisting, any Financial Statements; hereinafter the same in this paragraph) prepared by Borrower have been prepared accurately in light of the generally accepted accounting standards in Japan except in minor respects and have been prepared lawfully, and if such Reports are required to be audited (including quarterly reviews; hereinafter the same in this paragraph) under Laws and Regulations, such Reports etc. have been audited as required;
(7) After the completion of settlement of accounts for the Fiscal Term ended in December 2019, no material change has occurred which would cause deterioration of the business, assets or financial condition of Bo...
Representations and Warranties of Borrower and Guarantors. Borrower and Guarantors hereby represent and warrant to the Administrative Agent and the Lenders as follows:
(a) Borrower and Guarantors are each duly authorized and empowered to execute, deliver and perform this Amendment and all other instruments referred to or mentioned herein to which it is a party, and all action on its part requisite for the due execution, delivery and the performance of this Amendment has been duly and effectively taken. This Amendment, when executed and delivered, will constitute valid and binding obligations of Borrower and Guarantors, as the case may be, enforceable against such party in accordance with its terms. This Amendment does not violate any provisions of the formation, charter or operating documents of Borrower or any Guarantor, or any contract, agreement, Law or regulation to which Borrower or Guarantors are subject, and does not require the consent or approval of any Governmental Authority.
(b) After giving affect to this Amendment, the representations and warranties contained in the Credit Agreement, as amended hereby, and any other Loan Document executed in connection herewith or therewith, are true, correct and complete on and as of the date hereof as though made on and as of the date hereof.
(c) After giving affect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.
Representations and Warranties of Borrower and Guarantors. Borrower and Guarantors hereby represent and warrant to Lender as follows:
Representations and Warranties of Borrower and Guarantors. In order to induce Lender to enter into this Agreement and to make the Loan for which provision is made herein, the Borrower and each of the Guarantors represents and warrants to Lender that:
Representations and Warranties of Borrower and Guarantors. Each Credit Party represents and warrants to Lender as of the date of this Agreement as follows:
Representations and Warranties of Borrower and Guarantors. Borrower and Guarantors hereby represent and warrant as follows (each request by Borrower for an advance constituting an affirmation on the part of Borrower that the representations and warranties contained herein are true and correct as of the time of such request):
a. Borrower is duly organized, validly existing, and in good standing under the applicable laws of the State of Arizona, and is qualified to do business and is in good standing in the State of Arizona, with full power and authority to enter into this Agreement.
b. The execution and delivery of this Agreement and all related loan documents and instruments pursuant hereto (including but not limited to the Guaranties) and the consummation of the transactions contemplated hereby (i) have been duly authorized by all actions required under the terms and provisions of the governing instruments of the parties executing the same, the laws of the State of Arizona, and any applicable requirement of any governmental authority; (ii) create legal, valid, and binding obligations of Borrower and Guarantors, respectively; (iii) do not require the approval or consent of any governmental authority having jurisdiction over Borrower, Guarantors, or the Property; (iv) do not and will not constitute a violation of, or default under, the governing instruments of Borrower or Guarantors, any requirement of any governmental authority applicable to Borrower or Guarantors, or any mortgage, indenture, agreement, commitment, or instrument to which Borrower or either Guarantor is a party or by which any of their assets are bound, nor create or cause to be created any mortgage, lien, encumbrance, or charge against the assets of Borrower or either Guarantor other than those provided by the instruments executed in connection herewith; and (v) do not conflict with or result in the breach of any valid regulation, order, writ, injunction, or decree of any court or governmental or municipal office, agency, department, or instrumentality.
c. Borrower's and Guarantors' financial statements delivered to Bank were prepared, except as disclosed by Borrower and accepted by Bank, in accordance with generally accepted accounting principles applied on a consistent basis, and are true, complete and correct in all material respects, and fairly present the respective financial conditions of the subjects thereof as of the respective dates thereof. No materially adverse change has occurred since the respective dates thereof and no borrowings hav...
Representations and Warranties of Borrower and Guarantors. To induce the Bank to enter into this Agreement and to make the Loan, the Borrower and the Guarantors warrant and represent to the Bank that:
