WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower represents and warrants (which representations and warranties shall be deemed continuing) as follows:
WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower hereby makes the following representations and warranties to Lender:
8.01 Borrower is a Delaware corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of Borrower has taken all action required by law, Borrower's corporate charter, its By- Laws, or otherwise, to be taken by it to authorize the execution and delivery of this Agreement, the issuance of the Note and the shares which are the subject of this Agreement, and the consummation of the transactions contemplated hereby.
8.02 The Incentive Share and the Interest Shares, if any, delivered hereunder shall be validly issued and outstanding and fully paid and non-assessable.
WARRANTIES AND REPRESENTATIONS OF BORROWER. 3.1 To induce Lender to enter into this Agreement and to make the Loans, Borrower warrants and represents in favor of Lender (which representations and warranties will survive the delivery of each of the Revolving Note, each Equipment Term Note and the making of any advances under the Revolving Loan and the Equipment Loan and shall be deemed to be continuing as of each Advance until each of the Loans have been repaid in full (other than contingent obligations not yet due and owing) and Lender no longer has any obligation to make any advances under any of the Loans pursuant to Section 1 herein) that, as of the Effective Date:
(a) Borrower is a duly organized and existing corporation under the laws of the State of Delaware and is in good standing under the laws of the State of Delaware.
(b) Borrower is duly qualified to do business and in good standing as a foreign corporation in each state or other jurisdiction where the nature of the business conducted by it or the property owned by it requires such qualification, including, without limitation, the Commonwealth of Massachusetts, other than any qualification the lack thereof would not reasonably be expected to result in a material adverse effect.
(c) Borrower has good and marketable title to all properties and assets which it purports to own, free and clear of all mortgages, liens, pledges, charges, security interests and encumbrances, other than liens filed in connection with any capital leases as may be permitted hereunder, if any, and those being granted to Lender and any other of the following liens or encumbrances which, together with the foregoing, shall constitute “Permitted Liens”: (i) liens for taxes not yet due or which are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of Borrower, (ii) any non-consensual liens arising by operation of law, arising in the ordinary course of business, and for amounts which are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings; provided, however, that the foregoing shall not be deemed in any manner to exempt Borrower from any obligation contained herein requiring Borrower to remove or bond over any mechanic’s and materialmen’s lien filed against any Collateral and/or to exercise commercially reasonable efforts to deliver to Lender any applicable landlord consent and waiver of lien, (iii) easements, rights of way, r...
WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower and Guarantor hereby warrant and represent to the Lender that:
(a) the person or persons executing this Amendment on behalf of Borrower and Guarantor have full authority to execute this Amendment on behalf of Borrower and Guarantor and to bind Borrower and Guarantor thereby; and
(b) the execution, delivery and performance by Borrower and Guarantor of this Amendment, the Loan Agreement, the Note and the other Loan Documents, as amended as of the date hereof, have been duly and validly authorized and all consents and approvals which are necessary for authorization, binding effect, performance, and enforceability of this Amendment, the Loan Agreement, the Note, the Guaranty and the Loan Documents have been received.
WARRANTIES AND REPRESENTATIONS OF BORROWER. As of the date hereof and each Borrowing Date, Borrower and/or Guarantor, as applicable, represent and warrant as follows:
WARRANTIES AND REPRESENTATIONS OF BORROWER. 15 10.1 Organization Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 10.2
WARRANTIES AND REPRESENTATIONS OF BORROWER. As material inducements to Lender to enter into this Loan Agreement and to make the Loan, Borrower hereby warrants and represents to Lender as follows:
WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower represents and warrants to Lender that the representations and warranties contained in Article IV of the Agreement are true and correct as of the date hereof and that Borrower is not in default under the Original Note, the Agreement or any other loan document delivered to Lender in connection therewith, nor is there a circumstance which, upon the giving of notice or the passage of time or both, would constitute a default under any provision thereof. Borrower stipulates and declares to Lender that Borrower has no charge, claim, demand, plea or set-off upon, for or against the Original Note, the Agreement or any other loan documents delivered in connection therewith.
WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower represents and warrants to Lender and agrees as follows, as of the date of this Note, the Initial Draw Date and the date of each Draw Line Loan (except for representations and warranties provided as of a particular date):
(a) Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Michigan. Borrower is duly qualified and authorized to do business, and is in good standing, in each jurisdiction in which the failure to be so qualified or authorized to do business could have a Material Adverse Effect.
(b) Borrower has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted and as it contemplates that business to be conducted in the future. Borrower is in material compliance with all laws, rules and regulations that are applicable to Borrower, its operations, or its properties.
(c) Subsidiary is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan. Subsidiary is duly qualified and authorized to do business, and is in good standing, in each jurisdiction in which the failure to be so qualified or authorized to do business could have a Material Adverse Effect.
(d) Subsidiary has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted and as it contemplates that business to be conducted in the future. Subsidiary is in material compliance with all laws, rules and regulations that are applicable to Subsidiary, its operations, or its properties.
(e) The financial statements of Borrower that have been delivered to Lender have been prepared in accordance with GAAP, subject, in the case of financial statements that are not fiscal year-end statements, to GAAP Exceptions, and present fairly the financial position of Borrower as of the dates of, and the results of its operations for the periods covered by, those financial statements. Since the date of the most recent of those financial statements, no change has occurred in Borrower's financial condition or operations that could have a Material Adverse Effect.
(f) Neither this Note nor any financial statement referred to above nor any other written statement furnished by Borrower to Lender in connection with this Note contains any untrue statement of a material fact or omits a material fact necessary t...
WARRANTIES AND REPRESENTATIONS OF BORROWER. Borrower represents and warrants to Lender that Borrower is not in default under the Original Note, the Agreement or any other loan document delivered to lender in connection therewith, nor is there a circumstance which, upon the giving of notice or the passage of time or both, would constitute an default under any provision thereof. Borrower stipulates and declares to Lender that Borrower has no charge, claim, demand, plea or set-off upon, for or against the Original Note, the Agreement or any other loan documents delivered in connection therewith.
