Representations, Warranties, Defaults Sample Clauses

Representations, Warranties, Defaults. As of the Closing Date, after giving effect to the making of the Loans, (a) all representations and warranties of Borrower set forth in any Loan Document shall be true and correct in all material respects as if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all material respects as of such earlier date) and (b) no Default or Event of Default shall exist. The acceptance of the Term Loans by Borrower shall be deemed to be a certification by Borrower that the conditions set forth in this Section 4.5 have been satisfied.
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Representations, Warranties, Defaults. As of the Closing Date, after giving effect to the making of the Loan, (a) all representations and warranties of each Borrower and each other Loan Party set forth in any Loan Document shall be true and correct in all material respects (except for any representation or warranty that is by its terms already qualified by materiality, Material Adverse Effect or similar qualification, which shall be true and correct in all respects) as if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all material respects as of such earlier date) and (b) no Default or Event of Default shall exist. The acceptance of the Loan by Borrowers shall be deemed to be a certification by Borrowers that the conditions set forth in this Section 5.4 have been satisfied.
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Representations, Warranties, Defaults. (i) All representations and warranties of Borrower set forth in any Loan Document shall be true and correct in all respects as if made on and as of the date of funding (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all respects as of such earlier date) and (ii) no Default or Event of Default shall exist.
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Representations, Warranties, Defaults. As of the Closing Date, after giving effect to the “Transactions” as defined in the Merger Agreement, (a) all representations and warranties of Loan Parties set forth in any Loan Document shall be true and correct in all material respects as if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all material respects as of such earlier date), (b) no Default or Event of Default shall exist and (c) since the date of the Merger Agreement, there has not occurred a Surge Material Adverse Effect or a Motor Material Adverse Effect (each as defined in the Merger Agreement).
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Representations, Warranties, Defaults. (c) . (i) All representations and warranties of Borrower set forth in any Loan Document shall be true and correct in all respects as if made on and as of the date of funding (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all respects as of such earlier date) and (ii) no Default or Event of Default shall exist.
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Representations, Warranties, Defaults. As of the Closing Date, after giving effect to the making of the Loans, all representations and warranties of Borrower set forth in any Loan Document (other than those set forth in Section 5.5 hereof) shall be true and correct in all material respects as if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all material respects as of such earlier date); provided, notwithstanding anything in this Agreement, any Loan Document, or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, the only representations [Xxxxxx Xxxxxx] Amended and Restated Credit Agreement the accuracy of which shall be a condition to availability of the Additional Term Loan on the Closing Date shall be (i) such of the representations made by or on behalf of Provant in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Borrower or any of its Affiliates have the right to terminate its or their obligations under the Merger Agreement (or decline to consummate the Merger) as a result of a breach of such representations in the Merger Agreement and (ii) the Specified Representations (as defined below) (it being understood that, to the extent any Collateral (including the creation or perfection of any security interest therein) is not or cannot be provided on the Closing Date (other than the perfection of Collateral with respect to which a security interest may be perfected by means of (x) filing a Uniform Commercial Code financing statement, (y) delivery of certificated securities, or (z) filing a notice with the United States Patent and Trademark Office or the United States Copyright Office), after Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the creation and/or perfection of such security interests in such Collateral shall not constitute a condition precedent to the availability of the Additional Term Loan on the Closing Date but shall be required to be provided after the Closing Date pursuant to arrangements to be mutually agreed (and in any event, not longer than ninety (90) days after the Closing Date unless otherwise agreed to by Agent at its sole option)). For purposes hereof, “Specified Representations” means the representations and warranties contained in Sections 5.1, 5.2 (the first sentence and clauses (b)(i) a...
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Representations, Warranties, Defaults. After giving effect to the making of each advance of the Term Loan hereunder all representations and warranties of Borrower set forth in any Loan Document shall be true and correct in all material respects as if made on and as of the date of funding such advance of the Term Loan (except for representations and warranties that specifically refer to an earlier date, which shall be true and correct in all respects as of such earlier date).
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Related to Representations, Warranties, Defaults

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Representations; Warranties Any representation or warranty made by any Loan Party herein or any other Loan Document is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan Party to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Representations, Warranties and Covenants of the Seller The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

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