Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that:
(a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment 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) such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), 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 (other than contingent indemnification obligations which survive termination of the Loan Agreement);
(c) no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement);
(d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below), that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and
(e) this Amendment, the Notes, 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, Warranties and Covenants of Borrowers. To induce Bank to enter into this Amendment, Borrowers represent and warrant as follows:
(a) No Event of Default (as such term is defined in Section 8 of the Agreement) or event or condition which, with the lapse of time or giving of notice or both, would constitute an Event of Default exists on the date hereof.
(b) The person executing this Amendment is a duly elected and acting officer of each Borrower and is duly authorized by the Board of Directors of such Borrower to execute and deliver this Amendment on behalf of such Borrower.
Representations, Warranties and Covenants of Borrowers. To induce Agent and Lenders to enter into this Amendment, each Borrower hereby represents, warrants and covenants to Agents and Lenders that:
(a) as of the date hereof, and after giving effect to the terms hereof, there exists no Default or Event of Default under the Credit Agreement or any of the other Loan Documents;
(b) each representation and warranty made or deemed to be made in this Amendment and in the Loan Documents is true and correct in all material respects on and as of the date of this Amendment (except to the extent that any such representation or warranty relates to a prior specific date or period) and Borrowers hereby reaffirm each of the agreements, covenants and undertakings set forth in the Loan Documents and in each and every other agreement, instrument and other document executed in connection therewith or pursuant thereto as if Borrowers were making said agreements, covenants and undertakings on the date hereof;
(c) each Borrower has the power and is duly authorized to enter into, deliver and perform this Amendment; and
(d) this Amendment and each of the Loan Documents is the legal, valid and binding obligation of each Borrower enforceable against it in accordance with its terms.
Representations, Warranties and Covenants of Borrowers. Reference is made to the Existing Credit Agreement and the representations and warranties of Borrowers contained in Article IX of the Existing Credit Agreement (hereinafter referred to as the "Incorporated Representations and Warranties") and the covenants contained in Articles VI, VII and VIII of the Existing Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The Incorporated Representations and Warranties and the Incorporated Covenants are hereby incorporated by reference into this Agreement to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lender, without giving effect to any waiver, amendment, modification or replacement of the Existing Credit Agreement or any term or provision thereof occurring subsequent to the date of this Agreement, except to the extent otherwise specifically provided in Section 7 hereof; provided, however, that (a) the reference to "this Agreement" and the Credit Documents in Articles VI and VII and in the definition of Material Adverse Effect in the Existing Credit Agreement shall be deemed to be references to this Agreement and the Loan Documents, respectively, and (b) the references to Default and Event of Default shall be modified as provided in Section 5 hereof.
Representations, Warranties and Covenants of Borrowers. Borrower and each Guarantor, hereby represents, warrants and covenants to Agent and each Lender as follows:
Representations, Warranties and Covenants of Borrowers. 3.1 Borrowers will, at all times until the Obligations are fully paid, provide all documentation, information and financial reports and summaries concerning Borrowers' operations and financial condition as and when requested by Lender's Chief Financial Officer.
3.2 Borrowers have been represented by counsel in connection with the execution and delivery of this Amendment.
Representations, Warranties and Covenants of Borrowers. A. Each Borrower represents, warrants and covenants that it has good and marketable title to the Collateral free and clear of all liens, claims, mortgages, security interests, pledges, charges or encumbrances whatsoever, except as have been granted to Bank.
B. To the extent such representations, warranties and covenants pertain to or are to be performed by Borrowers, all representations, warranties and covenants in the Loan Agreement, as amended, shall continue and be binding on Borrowers under this Amendment No. 12.
Representations, Warranties and Covenants of Borrowers. To induce Agent and Lenders to enter into this Agreement: Each Borrower and Guarantor hereby represents, warrants and covenants to Agent and Lenders that, as of the date hereof, and after giving effect to the terms hereof, except for the Existing Defaults, there exists no Default or Event of Default under this Agreement, the Loan Agreement or any of the other Loan Documents, each representation and warranty made or deemed to be made in this Agreement is true and correct on and as of the date of this Agreement (except to the extent that any such representation or warranty relates to a prior specific date or period), each Borrower and Guarantor has the power and is duly authorized to enter into, deliver and perform this Agreement, and this Agreement and each of the Loan Documents is the legal, valid and binding obligation of each Borrower enforceable against it in accordance with its terms. Each Borrower and Guarantor acknowledges and agrees that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of any Borrower or Guarantor against Agent or any Lender exists arising out of or with respect to, (i) the forbearance hereunder or any of the Secured Obligations, (ii) this Agreement, the Loan Agreement or any of the other Loan Documents, (iii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (iv) the administration or funding of any of the Loans, the Secured Obligations or any Letter of Credit, and each Borrower and Guarantor does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims, causes of action or objections, if any, against Agent or any Lender.
Representations, Warranties and Covenants of Borrowers. A. To the extent such representations, warranties and covenants pertain to or are to be performed by Borrowers, all representations, warranties and covenants in the Credit Agreement shall continue and be binding on Borrower under this Second Amendment.
Representations, Warranties and Covenants of Borrowers a. Borrowers represent and warrant to Lender, and its respective successors and assigns, as follows:
i. this Agreement has been, and all other documents to be delivered by Borrowers herewith have been or will be duly authorized, executed and delivered by Borrowers;
ii. Borrowers are not “foreign persons” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended;
iii. To the best of Borrowers’ knowledge and belief, there are no management, service, maintenance, scavenger, labor, collective bargaining, union or other contracts relating to the ownership or maintenance of the Real Estate, oral or written, with the exception of homeowner’s association covenants, agreements and fees, which will survive the execution of this Agreement and which might be binding upon Lender;
iv. Borrowers have received no written notice from any governmental authority that any portion of the Real Estate, or the operation thereof, currently violates any applicable laws, ordinances, codes or regulations (including, without limitation, any zoning, building, fire, health code or environmental control laws, ordinances, codes or regulations) or any other restrictions affecting the use of the Real Estate;
v. As to the Real Estate, there are no unpaid amounts for labor or materials on such property, as to which any person has the right to file a mechanic's lien;
vi. Borrowers specifically acknowledge that, except as specifically set forth in this Agreement or any closing document in connection herewith, Lender does not assume any liability or obligation whatsoever which presently exists, whether or not asserted, in connection with the transfer of the Real Estate, including, but not limited to, the payment of any sums owing to creditors or mechanics’ lien claimants with respect to the Real Estate, the obligation to perform under any contract, or any responsibility for the payment of the accounts payable, or any mortgages on the Real Estate;
vii. Borrowers have received no written notice from any governmental body claiming any current violation of any Hazardous Material Law, or requiring compliance with any Hazardous Material Law, or demanding payment or contribution for environmental damage or injury to natural resources relating in any manner to the Real Estate. (For this purpose, “Hazardous Material Law” means any state or federal statute applicable to the Real Estate relating to the installation, use, storage, release, generation, discharge, disposal, treatment...
