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. 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 Xxxxxxx 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 Xxxxxxxx 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 Xxxxxxx wil...
Representations and Warranties of Obligor. Each Obligor hereby represents and warrants that:
(a) immediately upon giving effect to this Modification (i) the representations and warranties contained in the Existing Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent qualified in the updated Representations deliverable to PFG on or before the Modification Effective Date), and (ii) no Event of Default has occurred and is continuing, other than the Specified Defaults;
(b) it has the corporate power and authority to execute and deliver this Modification and to perform its respective obligations under the Existing Loan Documents, as amended by this Modification, and in the case of Group Parent, its obligations in relation to the conversion of the Schedule 2 Loan;
(c) its Constitutional Documents as last delivered to PFG remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;
(d) it has duly executed and delivered this Modification and the performance by it of its obligations under the Existing Loan Documents, as amended by this Modification, and any required consents, including of shareholders, have been duly secured;
(e) this Modification constitutes (i) its binding obligation, enforceable against it in accordance with the terms of this Modification, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights, and (ii) a reaffirmation of its respective obligations under the Existing Loan Documents applicable to it, including under the Hong Kong Security Documents, the Cayman Security Documents, the BVI Security Documents, the PRC Security Documents and the India Security Documents;
(f) as of the date hereof, it has no defenses against its obligation to repay the Obligations, it has no claims of any kind against PFG and it acknowledges that PFG has acted in good faith and in a commercially reasonable manner in connection with this Modification and the Existing Loan Documents;
(g) the Security Documents relating to Intellectual Property either disclose an accurate, complete and current listing of all Collateral that consists of Intellectual Property; and
(h) it hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in the Representations previously delivered ...
Representations and Warranties of Obligor. Obligor represents and warrants as follows:
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 to VantagePoint that:
Representations and Warranties of Obligor. Obligor represents and warrants to Agent and Guarantors that:
(a) DUE INCORPORATION, QUALIFICATION, ETC. Obligor (i) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (ii) has the corporate power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Obligor.
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 the following:
4.1. Obligor owns, and has the right and power to granx x xxxx xx, and a security interest in, the Collateral, and has obtained all necessary third party consents in order to grant such security interest.
4.2. Obligor has all of the requisite power and authority to enter into this Agreement, and to perform his obligations under this Agreement and all other documents and instruments contemplated by this Agreement or relating hereto.
4.3. Obligor is, and as to any substitute or additional Collateral shall be, the sole owner of the Collateral and all of the Collateral is and shall be free from liens, encumbrances, claims, setoffs, repurchase or other options or charges and demands of any kind or character.
4.4. All statements made by Obligor in this Agreement are true and complete in all material respects, and shall be true, complete and correct at the time of the effective date of each additional agreement or instrument contemplated by this Agreement, and shall be continuing and shall remain true, correct and in full force and effect until such time as the Obligations are paid, performed and/or satisfied in full and any amounts owed by Obligor to Secured Party pursuant to the Note have been paid in full.
