Representations by Lender Sample Clauses

Representations by Lender. Lender hereby represents that it will not make any Loan hereunder with a view to engage in any distribution of any evidence of indebtedness to the public; provided, however, disposition of any evidence of indebtedness held by Lender shall at all times be within its exclusive control subject only to the provisions of Section 11.10.
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Representations by Lender. (a) The Lender (i) is a sophisticated investor with knowledge and experience in business and financial matters, (ii) has received certain information concerning the Borrower and has had the opportunity to obtain additional information as desired in order to evaluate the merits and risks inherent in the Shares, and (iii) is able to bear the economic risk in the Securities, (iv) is an accredited investor as defined under Rule 501 of the 1933 Act.
Sample 1
Representations by Lender. The Lender represents and warrants that it remains the owner of the Note, and that it has never endorsed, assigned, transferred, encumbered or otherwise disposed of the Note to any other person or persons or to any other firm, corporation, or partnership. The Lender agrees not to transfer the Note prior to the Maturity Date. The Lender agrees to indemnify the Company against any loss, damage, or liability (including reasonable attorneys' fees) resulting from or arising out of any breach of the representations and agreements made by the Lender, including without limitation any claims, suits, or actions by any person or entity that it is the lawful holder or owner of the Note.
Sample 1
Representations by Lender. Lender hereby represents to Borrower that: (a) Lender is the legal and equitable owner of the Term Note, the Deed of Trust and the other Loan Documents (subject to Guaranty Bank’s participation interest therein); (b) prior to the execution hereof, the Loan Documents and the SLOC Note were the only documents evidencing, securing or directly related to the Loan; (c) the maturity of the Term Note has not been accelerated and, to the best of Lender’s knowledge, no Event of Default currently exists that has not been waived, nor, to the best of Lender’s knowledge, does any circumstance currently exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default.
Sample 1
Representations by Lender. Lender represents and warrants to Borrower and ING as set forth in Sections 3.1 through 3.4, and covenants and agrees with Borrower and ING as set forth in Section 3.5, that with respect to the Original Letter Agreement, as of December 21, 1995, and with respect to the Amended and Restated Letter Agreement, as of the date hereof:
Sample 1
Representations by Lender. The Lender makes the following representations as the basis for its undertakings hereunder:
Sample 1
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Representations by Lender 
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Related to Representations by Lender

  • Representations and Warranties of Lender Lender hereby represents and warrants to Borrower as follows:

  • Representations and Warranties of Lenders Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments or Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of the applicable Assignment and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments, loans or investments such as the Commitments and Loans; and (iii) it will make or invest in its Commitments and Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments and Loans within the meaning of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments and Loans or any interests therein shall at all times remain within its exclusive control).

  • Representations of Lender Lender represents and warrants to Bank that: (i) this Lending Agreement is, and each Loan shall be, legally and validly entered into, and does not and shall not violate any statute, regulation, rule, order or judgment binding on Lender, or any provision of Lender's charter or by-laws, or any agreement binding on Lender or affecting its property; (ii) the person executing this Lending Agreement and all Authorized Persons acting on behalf of Lender has and have been duly and properly authorized to do so; (iii) it is lending Securities as principal and shall not transfer, assign or encumber its interest in, or rights with respect to, any Securities available for Loan hereunder; (iv) it is the beneficial owner of all Securities or otherwise has the right to lend Securities; and (v) it is entitled to receive all interest, dividends and other distributions (including, but not limited to, payments made by the depositary in connection with American Depositary Receipts and Global Depositary Receipts) ("Distributions") made by the issuer with respect thereto. Lender shall promptly identify to Bank by notice, which notice may be oral, any Securities that are no longer subject to the representations contained in (b).

  • Representations and Warranties by the Borrower To induce the Bank to enter into this agreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its Organizational Documents, (c) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, (d) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid and binding agreements of those Persons, enforceable according to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (e) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, (t) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (g) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, (h) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, (i) it is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, (k) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted, and (l) the execution and delivery of this agreement and the other Related Documents to which it is a party and the performance of the obligations they impose, ifthe Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

  • Representations and Warranties of the Lender The Lender hereby represents and warrants to the Borrower as follows:

  • Representations and Warranties of Borrower Borrower represents and warrants as follows:

  • Representations and Warranties of the Lenders In connection with the transactions provided for herein, each Lender hereby represents and warrants to the Company that:

  • Representations and Warranties of Borrowers Each Borrower represents and warrants to the Agent and the Lenders as follows:

  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

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