Representations, Warranties and Defaults Sample Clauses
The "Representations, Warranties and Defaults" clause defines the statements of fact and assurances each party makes about themselves and the contract, as well as the conditions under which a party is considered to be in default. Typically, this clause outlines what each party promises is true at the time of signing—such as having the authority to enter the agreement or that no undisclosed liabilities exist—and specifies what constitutes a breach or default, like providing false information or failing to perform obligations. Its core function is to allocate risk and establish clear grounds for remedies if a party fails to meet its stated assurances or obligations.
Representations, Warranties and Defaults. Lender shall have received a certificate, in form and substance reasonably satisfactory to Lender, executed by an Authorized Officer of Borrower, dated the Financial Closing Date, to the effect that: (i) the representations and warranties made by Sponsor or Borrower in this Agreement and the other Loan Documents or which are contained in any certificate, document or other statement of Borrower furnished at any time under or in connection herewith or therewith that are qualified with respect to materiality, knowledge, or similar concepts shall be true and correct on and as of the Financial Closing Date and the representations and warranties made by Sponsor or Borrower in this Agreement and the other Loan Documents or which are contained in any certificate, document or other statement of Borrower furnished at any time under or in connection herewith or therewith that are not so qualified shall be true and correct in all material respects on and as of the Financial Closing Date; provided that any such representation or warranty made with respect to a specific date shall be true and correct as of such date, and (ii) no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Advance to be made on such date or the application of the proceeds thereof.
Representations, Warranties and Defaults. The representations and warranties of the Borrower contained in this Agreement and the Security Agreements to which it is a party, and of the Guarantor contained in the Guarantee and Postponement Agreement, shall be true and correct and no Defaults or Events of Default shall exist, and both the Borrower and Guarantor shall have delivered to the Administrative Agent a certificate to such effect, signed on its behalf by a senior officer.