Representations Warranties Acknowledgments Clause Samples
Representations Warranties Acknowledgments. Covenants and ----------------------------------------------------------- Agreements Relating to San ▇▇▇▇ Construction Loan and San ▇▇▇▇ Receivables -------------------------------------------------------------------------- Loan. As a material inducement to Lender to enter into this Agreement, and ---- acknowledging Lender's reliance upon the truth and accuracy thereof, and in addition to the representations, warranties, acknowledgments, covenants and agreements set forth in SECTION 3 below, Signature hereby represents, warrants, acknowledges, covenants and agrees that:
2.4.1 The San ▇▇▇▇ Obligations are just and owing.
2.4.2 The obligation of Signature to repay and perform the San ▇▇▇▇ Obligations is absolute, irrevocable and unconditional and there exists no right of setoff or recoupment, counterclaim or defense of any nature whatsoever to the payment and performance of the San ▇▇▇▇ Obligations.
2.4.3 Signature hereby ratifies, reaffirms, acknowledges and agrees that the San ▇▇▇▇ Obligations and the San ▇▇▇▇ Loan Documents represent the valid, enforceable and collectible obligations of Signature and, as of the date hereof, there exists no claims or defenses (personal or otherwise) whatsoever with respect to the San ▇▇▇▇ Obligations. Signature further acknowledges and represents that no event has occurred and no condition exists that, after notice or lapse or time, or both, would constitute a default under the San ▇▇▇▇ Loan Documents.
2.4.4 Signature and Lender acknowledge and agree that all terms, conditions and provisions of the San ▇▇▇▇ Loan Documents are continued in full force and effect and remain unaffected and unchanged except as may be modified or amended hereby; this Agreement in no way acts as a release or relinquishment of, and in no way affects, the liens, security interests and rights created by or arising under any of the San ▇▇▇▇ Loan Documents or the priority thereof. Such liens, security interests and rights are hereby ratified, confirmed, renewed and extended in all respects.
Representations Warranties Acknowledgments. AND AUTHORIZATIONS
Representations Warranties Acknowledgments. In order to induce each Requisite Lender and the Administrative Agent to enter into this First Amendment, each Credit Party hereby:
(a) represents and warrants to each Requisite Lender and the Administrative Agent on and as of the First Amendment Effective Date, that:
(i) each Credit Party party hereto has all requisite power and authority to execute, deliver and perform its obligations under this First Amendment and the Credit Agreement (as amended by the First Amendment), in each case, to which it is a party and to carry out the transactions contemplated thereby;
(ii) the execution, delivery and performance of this First Amendment has been duly authorized by all necessary action on the part of each Credit Party that is a party thereto;
(iii) this First Amendment has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; and
(iv) each of the representations and warranties set forth in the Credit Agreement and in the other Credit Documents is true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(b) acknowledges and agrees for the benefit of each Lender and the Administrative Agent on and as of the First Amendment Effective Date, that:
(i) no right of offset, recoupment, defense, counterclaim, claim, cause of action or objection exists in favor of such Credit Party against the Administrative Agent or Lender arising out of or with respect to (x) the Obligations, this First Amendment or the other Credit Documents, (y) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (z) the administration or funding of ...
Representations Warranties Acknowledgments. Covenants and ----------------------------------------------------------- Agreements Relating to the Flamingo A&D Loan and Flamingo Receivables Loan. -------------------------------------------------------------------------- As a material inducement to Lender to enter into this Agreement, and acknowledging Lender's reliance upon the truth and accuracy thereof, and in addition to the representations, warranties, acknowledgments, covenants and agreements set forth in SECTION 3 below, AKGI hereby represents, warrants, acknowledges, covenants and agrees that:
2.4.1 The Flamingo Obligations are just and owing.
2.4.2 The obligation of AKGI to repay and perform the Flamingo Obligations is absolute, irrevocable and unconditional and there exists no right of setoff or recoupment, counterclaim or defense of any nature whatsoever to the payment and performance of the Flamingo Obligations.
2.4.3 AKGI hereby ratifies, reaffirms, acknowledges and agrees that the Flamingo Obligations and the Flamingo Loan Documents represent the valid, enforceable and collectible obligations of AKGI and, as of the date hereof, there exists no claims or defenses (personal or otherwise) whatsoever with respect to the Flamingo Obligations. AKGI further acknowledges and represents that no event has occurred and no condition exists that, after notice or lapse or time, or both, would constitute a default under the Flamingo Loan Documents.
Representations Warranties Acknowledgments. Covenants and ----------------------------------------------------------- Agreements Relating to the Fall Creek Loan. As a material inducement to ------------------------------------------ Lender to enter into this Agreement, and acknowledging Lender's reliance upon the truth and accuracy thereof, and in addition to the representations, warranties, acknowledgments, covenants and agreements set forth in SECTION 2 below, Signature hereby represents, warrants, acknowledges, covenants and agrees that:
1.4.1 The Fall Creek Obligations are just and owing.
1.4.2 The obligation of Signature to repay and perform the Fall Creek Obligations is absolute, irrevocable and unconditional and there exists no right of setoff or recoupment, counterclaim or defense of any nature whatsoever to the payment and performance of the Fall Creek Obligations.
1.4.3 Signature hereby ratifies, reaffirms, acknowledges and agrees that the Fall Creek Obligations and the Fall Creek Loan Documents represent the valid, enforceable and collectible obligations of Signature and, as of the date hereof, there exists no claims or defenses (personal or otherwise) whatsoever with respect to the Fall Creek Obligations. Signature further acknowledges and represents that no event has occurred and no condition exists that, after notice or lapse or time, or both, would constitute a default under the Fall Creek Loan Documents.
Representations Warranties Acknowledgments