Section 6 – Representations and Warranties Clause Samples
Section 6 – Representations and Warranties sets out the specific statements of fact and assurances that each party makes to the other regarding their authority, status, and relevant circumstances at the time of entering into the agreement. These may include confirmations that each party is duly organized, has the power to enter into the contract, and that there are no undisclosed legal issues or conflicts. By clearly outlining these representations and warranties, the clause helps allocate risk and ensures that both parties have a mutual understanding of each other’s legal and factual standing, reducing the likelihood of disputes arising from misrepresentation.
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Section 6 – Representations and Warranties. To induce the Lenders to enter into this Credit Agreement and to make Extensions of Credit herein provided for, each Credit Party hereby represents and warrants to the Agent and to each Lender that:
Section 6 – Representations and Warranties. The Borrower hereby represents and warrants to ACFA, and acknowledges that ACFA is relying upon such representations and warranties, that as of the Effective Date and each Closing Date:
Section 6 – Representations and Warranties. Each Borrower, with respect to itself, represents and warrants on the date hereof and on each date that a Loan shall be made that (a) it has been duly formed and is validly existing; (b) it has provided the Lender with a true and complete copy of its Constituent Documents as in effect on the date hereof; (c) this Note has been duly authorized, executed, and delivered by such Borrower and constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing, and (iv) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors rights; (d) its execution, delivery, and performance of this Note have been duly authorized by all requisite action and will not conflict with, violate, result in any default under, or result in the creation of any Lien on any of its assets pursuant to, its Constituent Documents, any applicable law or regulation, any judgment, order or decree binding on it or any material agreement or instrument or contractual restriction to which it is party or which is binding on it or its properties; (e) [reserved]; (f) [reserved]; and (g) assuming that no portion of the assets used by the Lender in connection with the Loans hereunder constitutes assets of (A) an “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) or “plan” (as such term is defined in Section 4975(e) of the Code) or trust or custody account therefor (or master trust or custody account therefor) subject to Title I of ERISA or Section 4975 of the Code, (B) a group trust, as described in Revenue Ruling 81-100 or insurance company separate account that includes one or more Persons described in clause (A) above, or (C) a partnership, insurance company general account, or other account or other fund that is deemed to hold “plan assets” pursuant to the Plan Asset Regulation of one or more Persons described in clause (A) or (B) above, then the transactions contemplated by this Note will not constitute a nonexempt prohibited transaction (as such term is defined in Section 4975(c)(1)(A)-(C) of the Code or Section 406(a) of ERISA) that could subject the L...
Section 6 – Representations and Warranties. To induce the Lender to enter into this Agreement and as partial consideration for the terms and conditions contained herein, the Loan Parties represent and warrant to the Lender that as of the Effective Date:
Section 6 – Representations and Warranties. 6.1 Corporate Existence and Power.................................... 59 6.2 Corporate Authorization; No Contravention........................ 60 6.3
Section 6 – Representations and Warranties. On and as of the Seventh Amendment Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants to each Lender as follows: