Representations and Warranties of Obligor Clause Samples
Representations and Warranties of Obligor. To induce Agent, for the benefit of Lenders, and Lenders to enter into this Amendment and the other Amendment Documents, if any, Obligor (each as to itself) makes the following representations and warranties to Agent, for the benefit of Lenders and Lenders as of the date hereof, each and all of which shall survive the execution and delivery of this Amendment, except to the extent the subject matter of such representation or warranty relates to a particular date specified therein, in which case such representation shall be true and correct as of such specified date:
1. Obligor hereby certifies that the representations and warranties made in the Existing Loan Documents to which such Obligor is a party, as amended by the Amendment Documents, are true and correct as of the Amendment Effective Date, except to the extent the subject matter of such representation or warranty relates to a particular date specified therein, in which case such representation shall be true and correct as of such specified date.
2. Borrower and TWL Guarantor are each a limited liability company duly formed, validly existing and in good standing in its state of formation, Seaport Guarantor is a corporation duly formed, validly existing and in good standing in its state of formation and, with respect to Borrower, is authorized to do business as a foreign limited liability company in each state in which it conducts business, and with respect to Guarantor, is authorized to do business as a foreign limited liability company or foreign corporation, as the case may be, in each state in which it conducts business to the extent required by applicable law. The individual executing this Amendment on behalf of Obligor is the authorized signatory of Obligor, and ▇▇▇▇▇▇▇ has the requisite power and authority to execute, deliver and perform its obligations under this Amendment and any other Amendment Documents to which it is a party.
3. All material limited liability company actions by ▇▇▇▇▇▇▇▇ and TWL Guarantor and its members, managers and officers necessary for due authorization, execution, delivery and performance of this Amendment or any other Amendment Documents have been taken. All material corporate actions by Seaport Guarantor and its members, managers and officers necessary for due authorization, execution, delivery and performance of this Amendment or any other Amendment Documents have been taken.
4. This Amendment and each of the other Amendment Documents, if any, executed by ▇▇▇▇▇▇▇ wil...
Representations and Warranties of Obligor. The Obligor represents and warrants to the Lender that:
Representations and Warranties of Obligor. Obligor represents and warrants to Agent and Guarantors that:
Representations and Warranties of Obligor. Obligor hereby represents and warrants to Beneficiary as follows as of the date hereof:
Representations and Warranties of Obligor. Obligor represents and warrants as follows:
Representations and Warranties of Obligor. Obligor represents and warrants as of the date hereof and as of the date of each Draw to Secured Party as follows:
(a) The legal name, type of organization, jurisdiction of organization, organizational identification number and the mailing address of Obligor as of the date hereof are correctly set forth in Exhibit A. Obligor has not changed its location (as defined in Section 9-307 of the UCC) or become a “new debtor” (as defined in Section 9-102(a)(56) of the UCC) with respect to a currently effective security agreement previously entered into by any other Person except with respect to Permitted Liens.
(b) Except as specified in Exhibit A, Obligor has not (i) within the period of four (4) months prior to the date hereof, changed its “location” (as defined in Section 9-307 of the UCC), or (ii) heretofore changed its name or jurisdiction of formation within the past five (5) years.
(c) Obligor has not executed, and has no knowledge of, any effective financing statement, security agreement or other instrument similar in effect covering all or any part of the Collateral on file in any recording office, except such as may have been filed pursuant to this Agreement and the other Loan Documents. The security interest in the Collateral granted to Secured Party under this Agreement constitutes as to personal property included in the Collateral, and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected and first priority (subject in priority only to Permitted Liens that are entitled to a higher priority under applicable Law than the Lien of Secured Party hereunder) security interest after the proper filing of the applicable UCC financing statement listed for Obligor to the extent a security interest in such personal property may be perfected by the filing of such financing statement.
(d) All of the material equipment and material inventory of Obligor, if any, (other than material equipment in transit, in the possession of third parties in the ordinary course of business or at another location being serviced or repaired) is in its exclusive possession and control and located at the address of Obligor set forth in Exhibit A.
(e) Reserved.
(f) Each representation and warranty of Obligor set forth under the Loan Documents to which it is a party is true and correct as of the date hereof (or if such representation and warranty relates solely as of an earlier date, as of such earlier date).
Representations and Warranties of Obligor. (a) Obligor represents and warrants to the Bank as follows (and such representations and warranties shall survive execution of this Agreement):
(i) No transaction to be processed through use of these Services is prohibited by applicable law, regulation or rule;
(ii) Obligor is not a national of a designated blocked country or “Specially Designated National”, “Blocked Entity”, “Specially Designated Terrorist”, “Specially Designated Narcotics Trafficker” or “Foreign Terrorist Organization”, as defined by the United States Office of Foreign Assets Control;
(iii) This Agreement has been duly authorized, executed and delivered on its behalf and constitutes the legal, valid and binding obligation of Obligor. The execution, delivery and performance of this Agreement by Obligor do not and will not violate any applicable law, rule or regulation and do not require the consent or approval of any governmental or other regulatory body except for such consent and approvals as have been obtained and are in full force and effect.
(iv) Obligor will comply with all laws, rules and regulations applicable to the Service.
(v) Obligor will not export or transship any Licensor Software in violation of any United States or other laws or regulations.
Representations and Warranties of Obligor. Obligor hereby represents and warrants as follows:
(a) Obligor hereby confirms its representations and warranties under the Asset Sale And Purchase Agreement of even date herewith between the Obligor and the Clinics. The chief place of business and chief executive office of the Obligor and the office where the Obligor keeps its records concerning the Receivables, as hereinafter defined, or other accounts or general intangibles (the Receivables, accounts and general intangibles to be defined as "Accounts") are located at the address of where the Assets were sold or at Obligor's main office. Schedule "A" attached hereto summarizes all of the Equipment and Inventory, as hereinafter defined, of the initial Assets being purchased by Obligor.
(b) This Security Agreement creates a valid and perfected first priority security interest in the Collateral securing the payment of the Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been or will promptly be duly taken.
(c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (i) for the grant by the Obligor of the security interest granted hereby or for the execution, delivery or performance of this Security Agreement by the Obligor or (ii) for the perfection of or the exercise by the Secured Party of its rights and remedies hereunder; except that in jurisdictions which have adopted the Uniform Commercial Code and whose laws govern perfection of a security interest with respect to any portion of the Collateral, filing or other required action in accordance with such jurisdiction's Uniform Commercial Code is required.
Representations and Warranties of Obligor. Obligor represents and warrants to the Holder that, as of the date hereof:
Representations and Warranties of Obligor. Obligor represents and warrants to, and covenants with, Purchaser and all Holders that: