REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS Sample Clauses

REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS. To induce Lender to enter into this Agreement and to make the Loans, Borrower and each other Credit Party executing this Agreement represent and warrant to Lender (each of which representations and warranties shall survive the execution and delivery of this Agreement), and promise to and agree with Lender until the Termination Date as follows:
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REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS. To induce Agent and the Lenders to enter into this Agreement, each Loan Party Obligor represents, warrants and covenants as follows (it being understood and agreed that (a) each such representation and warranty (i) will be made as of the date hereof and be deemed remade as of each date on which any Loan is made (except to the extent any such representation or warranty expressly relates only to any earlier or specified date, in which case such representation or warranty will be made as of such earlier or specified date) and (ii) shall not be affected by any knowledge of, or any investigation by, Agent or any Lender and (b) each such covenant shall continuously apply with respect to all times commencing on the date hereof and continuing until the Termination Date):
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REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS. To induce Agent and the Lenders to enter into this Agreement and to induce the Lenders to make the Loan, Borrower and each other Credit Party executing this Agreement, jointly and severally, represent and warrant to Agent and each Lender (each of which representations and warranties shall survive the execution and delivery of this Agreement), and promise to and agree with Agent and each Lender until the Termination Date as follows:
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REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS. As a material inducement to cause Secured Party to enter into this Agreement and to make the loans evidenced by the Notes, Debtor represents and warrants, and until such time as all of the obligations are paid in full, covenants and agrees that: (a) Debtor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and this Agreement and the Notes have been duly and validly authorized by all necessary corporate action and are fully enforceable in accordance with their respective terms. (b) There is no provision in the Articles of Incorporation of Debtor or in its Bylaws, each as amended to date, or in any contract or agreement to which Debtor is a party or by which Debtor is bound (or, if any such provision does exist, for which appropriate waivers have not been obtained) which prohibits the execution and delivery by Debtor of this Agreement or the Notes or of the performance or observance by Debtor of any of the terms or conditions of this Agreement or the Notes. (c) The Collateral will be used primarily for business purposes. (d) Debtor’s chief place of business is and will continue to be located at until Debtor otherwise notifies Secured Party in writing in accordance with this Agreement. Debtor’s records concerning its accounts and contract rights are kept at such address. (e) Debtor has (or will have at the time Debtor acquires rights in Collateral hereafter arising) and will maintain absolute title to each item of Collateral free and clear of all security interests, liens and encumbrances, except the security interests described on Appendix A hereto (“Permitted Encumbrances”). Debtor will defend the Collateral against all claims or demands of all persons other than Secured Party and any other holders of Permitted Encumbrances. From and after the date of this Agreement, Debtor will not sell, encumber or otherwise dispose of the Collateral or any interest therein. Notwithstanding anything herein stated, until the occurrence of an Event of Default under Section 5 hereof and the revocation by Secured Party of Debtor’s right to do so, Debtor may sell any inventory or supplies constituting Collateral in the ordinary course of business. (f) Debtor will (i) keep all tangible Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay, when due or pursuant to a payment schedule hereto...
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REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS. Borrower represents, warrants and agrees that from and after the Closing Date and until the Termination Date:
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REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS. Corporate Existence; Compliance with Law. ................................................................14 3.2 Executive Offices; Corporate or Other Names. .............................................................
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REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS. To induce Access to enter into this Agreement, Strategic represents and warrants to Access (each of which representations and warranties shall survive the execution and delivery of this Agreement), and promises to and agrees with Access for so long as any of the Indebtedness shall remain outstanding, as follows:
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REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS. 6 3.1 Corporate Existence; Compliance with Law 6 3.2 Executive Offices; Corporate or Other Names 6 3.3 Corporate Power; Authorization; Enforceable Obligations 7 3.4 Financial Statements and Projections; Books and Records 7 3.5 Material Adverse Change 7 3.6 Real Estate; Leasehold Property and Equipment 7 3.7 Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness 8 3.8 Government Regulation; Permits; Margin Regulations 8 3.9 Taxes; Charges 9 3.10 Payment of Obligations 9 3.11 ERISA 9 3.12 Litigation 10 3.13 Intellectual Property 10 3.14 Full Disclosure 10 3.15 Hazardous Materials 10 3.16 Insurance 11 3.17 Deposit and Disbursement Accounts 11 3.18 Accounts 11 3.19 Conduct of Business 12 3.20 Anti-Terrorism Laws 12 3.21 Further Assurances 12
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REPRESENTATIONS, WARRANTIES AND AFFIRMATIVE COVENANTS. To induce Lender to enter into this Agreement, each Loan Party Obligor makes the following representations, warranties and covenants to Lender as follows; provided, however, that notwithstanding anything to the contrary, express or implied, set forth in this Agreement it is expressly understood and agreed that (a) each such representation and warranty, (i) as made on the Closing Date, shall apply only to Borrower and shall continue to apply only to the Borrower until such time as any other Loan Party Obligor shall become party hereto, whether pursuant to the consummation of a Penthouse Transaction or otherwise, in which event this Agreement shall be deemed to have been automatically amended so that such representations, warranties and covenants set forth below shall apply to Borrower and each other Loan Party Obligor and shall be remade as of the date any such Loan Party Obligor becomes party hereto, (ii) shall not be affected by any knowledge of, or any investigation by, Lender and (b) each such covenant shall continuously apply with respect to all times commencing on the date hereof and continuing until the Termination Date:
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