Representations, Warranties, Covenants and Agreements. The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.
Representations, Warranties, Covenants and Agreements. (i) Merchant warrants, represents, covenants and agrees that (a) Merchant is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and maintains its principal executive office at the address set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Merchant and this Agreement constitutes a valid and binding obligation of Merchant enforceable against Merchant in accordance with its terms and conditions, and the consent of no other entity or person is required for Merchant to fully perform all of its obligations herein, (c) all ticketing of Merchandise at the Stores has been and will be done in accordance with Merchant’s customary ticketing practices; (d) all normal course hard markdowns on the Merchandise have been, and will be, taken consistent with customary Merchant’s practices, and (e) the Stores will be operated in the ordinary course of business in all respects, other than those expressly agreed to by Merchant and Agent.
(ii) Agent warrants, represents, covenants and agrees that (a) Agent is a company duly organized, validly existing and in good standing under the laws of its state of organization, with full power and authority to execute and deliver this Agreement and to perform the Agent’s obligations hereunder, and maintains its principal executive office at the addresses set forth herein, (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Agent and this Agreement constitutes a valid and binding obligation of Agent enforceable against Agent in accordance with its terms and conditions, and the consent of no other entity or person is required for Agent to fully perform all of its obligations herein, (c) Agent shall comply with and act in accordance with any and all applicable state and local laws, rules, and regulations, and other legal obligations of all governmental authorities, (d) no non-emergency repairs or maintenance in the Stores will be conducted without Merchant’s prior written consent, and (e) Agent will not take any disciplinary action against any employee of Merchant.
Representations, Warranties, Covenants and Agreements. The Debtor represents, warrants, covenants and agrees as follows:
(a) As of the date hereof (i) the legal name of the Debtor is as set forth in the preamble of this Security Agreement, and (ii) the Debtor has not used any trade name, assumed name or other name except the Debtor’s name stated above. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other name.
(b) The Debtor is a limited liability company whose state of organization is Delaware. The Debtor shall not change its state of organization without the prior written consent of the Secured Party.
(c) The address of the Debtor’s chief executive office as of the date hereof is set forth beneath the Debtor’s signature line at the end of this Security Agreement. The Debtor shall give the Secured Party prior written notice of any change in such address. The Debtor has authority to execute and perform this Security Agreement.
(d) The Debtor hereby authorizes the Secured Party to file all financing statements and amendments to financing statements describing the Collateral in any offices as the Secured Party, in its sole discretion, may determine. The Debtor hereby further authorizes the Secured Party to file a financing statement describing any agricultural liens or other statutory liens held by the Secured Party in any offices as the Secured Party, in its sole discretion, may determine.
(e) The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of the Collateral hereafter acquired, or has sufficient rights in the Collateral for the Security Interest to attach thereto, free of all Liens other than Permitted Liens, the Security Interest and any other security of the Secured Party. The Debtor shall not permit any Lien, other than liens permitted by the Credit Agreement, to attach to any Collateral without the prior written consent of the Secured Party. The Debtor shall defend the Collateral against the claims and demands of all persons other than the Secured Party, and shall promptly pay all taxes, assessments and other government charges upon or against the Debtor, any Collateral and the Security Interest to the extent required under the Credit Agreement. To the knowledge of the Debtor, no financing statement covering any Collateral other than related to Permitted Liens and precautionary filings not related to Liens is on file in any public office on the date hereof.
(f) Except to ...
Representations, Warranties, Covenants and Agreements. The (i) representations and warranties of Buyer contained in Sections 4.2 and 12.2(A) shall be true and correct in all material respects (and in all respects, in the case of representations and warranties which are qualified by materiality) on and as of the Closing Date (as though made as of the Closing Date), and (ii) covenants and agreements of Buyer to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects.
Representations, Warranties, Covenants and Agreements. The Company further represents, warrants, covenants, and agrees with the Agent for the benefit of the Banks as follows:
Representations, Warranties, Covenants and Agreements. All representations, warranties, covenants and agreements of the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Agent or any controlling person of any Agent, or by or on behalf of the Company, and shall survive each delivery of and payment for any of the Notes.
Representations, Warranties, Covenants and Agreements. Unless otherwise expressly provided for in this Agreement:
(a) All representations and warranties and covenants contained in this Agreement, any schedule, exhibit, the Disclosure Schedule or certificate or document delivered pursuant hereto in connection with the transactions contemplated by this Agreement or the Transaction Documents (the "Warranties") shall survive one calendar month following the end of the Determination Period or the Closing Date whichever is later.
(b) Each of the Warranties is true and correct in all material respects on and as of the Effective Date and the Closing Date, provided that the representations and warranties and conveants made under Sections 3.04A(a), 5.07, 5.12, 5.13 and 5.17 shall be true and correct on and as of the Effective Date and the Closing Date.
(c) None of the Warranties are extinguished or affected by any investigation made by or on behalf of a Party into the affairs of another Party. Each Party acknowledges that it has made and given the Warranties with the intention of inducing the other Parties to enter into this Agreement and the Purchaser has entered into this Agreement in full reliance on the Warranties given hereunder.
Representations, Warranties, Covenants and Agreements. The Debtor further represents and warrants to and covenants and agrees with the Agent for the benefit of the Lenders as follows:
Representations, Warranties, Covenants and Agreements. The (i) representations and warranties of Seller contained in Section 4.1 of this Agreement shall be true and correct in all material respects (and in all respects, in the case of representations and warranties which are qualified by materiality or Material Adverse Effect) on and as of the Closing Date (as though made as of the Closing Date) (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be deemed to refer to such earlier date referenced in such representation and warranty) with the schedules to this Agreement amended and supplemented in accordance with Section 8.8, and (ii) covenants and agreements of Seller to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects.
Representations, Warranties, Covenants and Agreements. (a) Investor Representations, Warranties and Covenants. The Investor represents, warrants and agrees as follows:
(1) The Investor has received and reviewed copies of the Registration Statement and the Prospectus, including all documents incorporated by reference therein and amendments thereto, and understands that no Person has been authorized to give any information or to make any representations that were not contained in the Registration Statement and the Prospectus, and the Investor has not relied on any such other information or representations in making a decision to purchase the Investor Shares. The Investor hereby consents to receiving delivery of the Registration Statement, the Prospectus and the Prospectus Supplement, including all documents incorporated by reference therein and amendments thereto, by electronic mail. The Investor understands that an investment in the Company involves a high degree of risk for the reasons, among others, set forth under the caption "RISK FACTORS" in the Prospectus and the Prospectus Supplement and the documents incorporated by reference in the Prospectus and the Prospectus Supplement.
(2) The Investor acknowledges that it has sole responsibility for its own due diligence investigation and its own investment decision, and that in connection with its investigation of the accuracy of the information contained or incorporated by reference in the Registration Statement, the Prospectus and the Prospectus Supplement and its investment decision, the Investor has not relied on any representation or information not set forth in this Agreement, the Registration Statement, the Prospectus or the Prospectus Supplement, on the selling agent (William Blair & Company, L.L.C.) or any Pxxxxx xxxxxxxted with the selling agent, or on the fact that any other Person has decided to invest in the Offered Shares.
(3) The execution and delivery of this Agreement by the Investor and the performance of this Agreement and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary (corporate, in the case of a corporation) action of the Investor, and this Agreement, when duly executed and delivered by the Investor, will constitute a valid and legally binding instrument, enforceable in accordance with its terms against the Investor, except as enforcement hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization or similar laws or court decisions affecting ...
