Representations by Lender Sample Clauses

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. (b) By entering into this Agreement, the Lender acknowledges that any and all Shares purchased under this Agreement shall be acquired for investment and not for distribution, as that term is used in the 1933 Act, unless in the opinion of legal counsel to the Borrower such distribution is in compliance with or exempt from the registration requirements of the 1933 Act, and the Lender agrees (if the issuance of the Shares under this Agreement has not previously been registered under the 0000 Xxx) to execute a certificate to such effect at the time of such conversion; and the Lender further acknowledges and understands that the Shares may have to be held indefinitely unless they have been or are subsequently registered under the 1933 Act or an exemption from such registration is available; the Lender understands that the certificates evidencing such Shares will (if the sale of the Shares has not previously been registered under the 0000 Xxx) be imprinted with a legend substantially as follows: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). These shares have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Act, or unless an exemption from registration is available with respect to any proposed sale or transfer." (c) The Lender acknowledges and understands that the Lender may have to bear the economic risk associated with the purchase of the Shares for an indefinite period of time because the shares have not been registered under the 1933 Act and, therefore, cannot be sold unless they are so registered or an exemption from registration is available with respect to any proposed sale or transfer.
Sample 1
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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.
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. (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 Warrants and the Registrable Securities (collectively, the "Securities"), 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. (b) By accepting the Warrants under this Agreement, the Lender acknowledges that any and all Registrable Securities purchased under this Agreement shall be acquired for investment and not for (c) The Lender acknowledges and understands that the Lender may have to bear the economic risk associated with the purchase of the Shares for an indefinite period of time because the shares have not been registered under the 1933 Act and, therefore, cannot be sold unless they are so registered or an exemption from registration is available with respect to any proposed sale or transfer.
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: 3.1 Lender is a Delaware limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware. 3.2 On December 21, 1995, Lender transferred its interest in the Securities to Borrower within the meaning of Sections 8-301 and 8-313 of the UCC. 3.3 Lender is not a party to any contract or agreement or subject to any restriction which materially adversely affects its business, assets or financial condition. Neither the execution, delivery and performance of the terms and provisions of the Original Letter Agreement nor this Amended and Restated Letter Agreement will be contrary to the provisions of, or constitute a default under, any law, rule or regulation applicable to Lender, Lender's organizational documents or any agreement to which Lender is a party or to which any of its property may be subject. 3.4 Each of the Original Letter Agreement and this Amended and Restated Letter Agreement constitutes the legal, valid and binding obligation of Lender enforceable against Lender in accordance with its terms.
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
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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 and Warranties of Investor Investor hereby represents and warrants to, and agrees with, the Company that the following are true and as of the date hereof and as of each Advance Date:

  • 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 that:

  • Representations and Warranties of the Lenders Each Lender, severally and not jointly, represents and warrants to Borrower and Parent as of the Agreement Date that: (a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (c) Such Lender has full power and authority to make the Loans and to enter into and perform its other obligations under each of the Loan Documents and carry out the other transactions contemplated thereby. (d) Each of the Conversion Notes and Conversion Shares to be received by such Lender hereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of time and such Lender reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (e) Such Lender can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Lender understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. (g) Such Lender is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.

  • Representations and warranties of the Contractor The Contractor represents and warrants to the Authority that: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (f) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (l) all information provided by the {selected bidder/ members of the Consortium/Joint Venture} in response to the RFP or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and (m) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Contractor.

  • Representations and Warranties of Borrowers Each Borrower hereby: (a) reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) reaffirms all of the covenants contained in the Loan Agreement (as amended hereby), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officers executing this Amendment on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and (e) represents and warrants that this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of Investors Each Investor, for that Investor alone, represents and warrants to the Company upon the acquisition of a Note as follows:

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