Representations by Lender Sample Clauses

Representations by Lender. The Lender makes the following representations as the basis for its undertakings hereunder: (a) The Lender is a [ ]. (b) The Lender has full power and authority to (i) enter into this Agreement, (ii) make the loan under this Agreement and acquire the Note as evidence of such loan, (iii) perform the transactions contemplated hereby and (iv) carry out its obligations hereunder, and by proper action has duly authorized, executed and delivered this Agreement. (c) The Lender understands and acknowledges (i) that the scope of engagement of Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Richmond, Virginia, as Bond Counsel with respect to this Agreement and the Note, will be limited to matters set forth in their opinion based on their review of such proceedings and documents as they deem necessary to approve the validity of the Note and this Agreement and (ii) that Bond Counsel has not been engaged and will not undertake to prepare or express an opinion as to the accuracy or completeness of any information that may have been furnished to the Lender or relied upon by it in making the decision to enter into this Agreement and acquire the Note. (d) The Lender acknowledges that (i) the Note (A) has not been registered under the Securities Act of 1933, as amended, (B) has not been registered or otherwise qualified for sale under the securities laws of any state or (C) will not be listed on any securities exchange and (ii) there is no established market for the Note and none is likely to develop. The Lender understands and acknowledges that (x) its acquisition of the Note is not intended to be subject to the requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended, and (y) in connection with its acquisition of the Note, neither the County nor the Authority has prepared or caused to be prepared any official statement, private placement memorandum or other offering document. (e) The Lender understands and acknowledges that the Authority makes no representation, covenant or agreement as to the financial position or business condition of the County and does not represent or warrant as to any statements, materials, representations or certifications furnished by the County in connection with the sale of the Note, or as to the correctness, completeness or accuracy thereof. The representations and certifications of the Lender contained in the Investment Letter dated June [ ], 2020, and delivered in connection with this Agreement are hereby incorporated by refer...

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.

Representations by Lender. 7 Section 5. Loan to Authority; Issuance and Sale of Note; Information Provided to Lender. 8 Section 6. Loan to County; Application of Note Proceeds. 8 Section 7. Conditions Precedent to Making Loan and Acquisition of Note. 8 Section 8. Amounts Payable; Principal Advances; Adjustment of Interest Rate;

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.

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.

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.

Representations by Lender