XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Borrower’s business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys’ fees) or other harm arising out of any violation thereof; (ii) Borrower’s principal executive office and the office where Borrower keeps its records concerning its accounts, contract rights and other property, is that shown in the application; (iii) Borrower is duly organized, licensed, validly existing and in good standing under the laws of its state of formation and shall hereafter remain in good standing in that state, and is duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which it is doing business, and shall hereafter remain duly qualified, licensed and in good standing in every other state in which the failure to qualify or become licensed could have a material adverse effect on the financial condition, business or operations of Borrower; (iv) the true and correct legal name of the Borrower is set forth in the application; (vi) the execution, delivery and performance of this Agreement, and any other document executed in connection herewith, are within Borrowers powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s charter, by-laws or other constating documents, or of any indenture, agreement or undertaking to which Borrower is a party; (vii) all organization papers and all amendments thereto of Borrower have been duly filed and are in proper order and any capital stock issued by Borrower and outstanding was and is properly issued and all books and records of Borrower are accurate and up to date and will be so maintained; (viii) Borrower (a) is subject to no charter, corporate or other legal restriction, or any judgment, award, decree, order, governmental rule or regulation or contractual restriction that could have a material adverse effect on its financial condition, business or prospects, and (b) is in compliance with its charter, by-laws and other constating documents, all contractual requirements by which it may be bound and all applicable laws, rules and regulations other than laws, rules or regulations the validity or applicability of which it is contesting in good faith or provisions of any of ...
XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: (i) Borrower will comply with all laws, statutes, regulations and ordinances pertaining to the conduct of Xxxxxxxx's business and promises to hold Lender harmless from any damages, liabilities, costs, expenses (including attorneys' fees) or other harm arising out of any violation thereof; (
XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. The Borrower makes the following representations and warranties:
(a) The Borrower is a limited liability company duly organized and validly existing under the laws of the State, is duly authorized to conduct business in the State and has full legal right, power and authority to own the Borrower’s properties and conduct the Borrower’s business.
(b) The Borrower has full legal right, power and authority to execute and deliver this Bond Purchase Agreement, the Loan Agreement and the Note, and to provide for the operation and management of the Project, and to take any and all such action as may be required on its part to carry out, give effect to and consummate the transactions contemplated by this Bond Purchase Agreement, the Loan Agreement and the Note.
(c) The Borrower has duly executed and delivered this Bond Purchase Agreement, and on the Closing Date will have duly authorized, executed and delivered the Loan Agreement and the Note, and has taken or will take all such action as may be required on the part of the Borrower to carry out, give effect to and consummate the transactions contemplated by each of such documents. This Bond Purchase Agreement constitutes, and the Loan Agreement and the Note, when executed and delivered, will, assuming the due and valid authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except that enforceability may be limited by laws relating to bankruptcy, reorganization or other similar laws affecting the rights of creditors or by equitable principles which may affect the availability of specific performance or other equitable remedies.
(d) Neither the execution and delivery of this Bond Purchase Agreement, the Loan Agreement or the Note, nor the consummation of the transactions contemplated therein or the compliance with the provisions thereof, will conflict with, or constitute on the part of the Borrower a violation of, or a breach of or default under the Borrower’s Operating Agreement or any material indenture, mortgage, commitment, note or other agreement or instrument to which the Borrower is a party or by which the Borrower is bound, or any material order, rule or regulation of any court or governmental agency or body having jurisdiction over the Borrower or any of its activities or properties. All consents, approvals, authorizations and orders of governmental or regulatory authorities (ex...
XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as follows:
XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants the following: Borrower shall use the Loan for purposes consistent with its filing status under the United States Internal Revenue Code during the term of this Agreement. Borrower agrees that at no time will any Loan funds be used: (i) to attempt to influence the outcome of any specific public election, or to participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office; (ii) to attempt to influence the selection, nomination, election or appointment of any individual to any public office or office in a political organization within the meaning of Internal Revenue Code Section 527(e)(2); and/or (iii) for any activity that is in violation of federal, state, or local law or any effort to induce or encourage violations of law or public policy. Borrower shall ensure that the Loan is expended in compliance with applicable law and regulations. Borrower has full power, authority, and legal right to execute and deliver this Agreement and all other agreements, documents, and instruments contemplated hereby or thereby and to incur and perform its obligations hereunder and thereunder. Borrower is not in default under or in violation of any indenture or agreement to which it is a party or by which it is bound, or any order, regulation, ruling, or requirement of a court or other public body or authority. No creditor has given Borrower a notice or threatened to give it any notice of default under any material agreement. No event has occurred and is continuing and no condition exists that would constitute an event of default or an event which, with the lapse of time or the giving of notice, or both, would become an event of default. No action, suit or proceeding (and to its knowledge, no investigation) is pending against Borrower before any court or administrative agency, (i) the outcome of which, by itself or taken together with other such litigation, would be reasonably expected to have a material adverse effect on Borrower’s business, assets, operations, or financial condition, or (ii) which purports to affect the legality, enforceability, or validity of this Agreement. Borrower is in material compliance with all federal, state and local laws, rules, regulations, ordinances, and orders applicable to it, including, without limitation, all applicable health and safety, environmental, and building and zoning laws. Borrower w...
XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Supplier hereby represents and warrants to ISR as follows:
XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Xxxxxxxx, and each of them, hereby represent and warrant to Lender and covenant and agree with Xxxxxx as follows:
X. Xxxxxxxx, and each of them, have full legal right, power and authority to enter into and perform this Amendment. The execution and delivery of this Amendment by Xxxxxxxx, and each of them, and the consummation by Xxxxxxxx, and each of them, of the transactions contemplated hereby have been duly authorized by all necessary action by or on behalf of each of the Borrower. This Amendment is a valid and binding obligation of Borrower, and each of them, enforceable against Borrower, and each of them, in accordance with its terms.
B. Neither the execution and delivery of this Amendment by Borrower, or any of them, nor the consummation by Borrower, or any of them, of the transactions contemplated hereby, conflicts with or constitutes a violation or a default under any law or regulation applicable to Borrower, or any of them, or any contract, commitment, agreement, arrangement or restriction of any kind to which Borrower, or any of them, is a party, by which Borrower, or any of them, respectively, is bound or to which any of the Borrower’s, or any of their, property or assets is subject.
C. There are no actions, suits or proceedings pending, or to the best knowledge of Borrower, or any of them, threatened against or affecting Borrower, or any of them, respectively, in relation to their obligations to Lender or involving the validity and enforceability of this Amendment, the Loan Agreement, or any of the other Loan Documents, as applicable, or the priority of any liens given by Borrower, or any of them, to Lender in accordance with the Loan Agreement and the other Loan Documents, at law or in equity, or before or by any governmental agency, or which could have a material adverse effect on the financial condition, operations, properties, assets, liabilities or earnings of Borrower, or any of them, or the ability of Borrower, or any of them, to perform their respective obligations to Lender.
X. Xxxxxxxx, and each of them, hereby reaffirm and confirm that the representations and warranties of Borrower, and each of them, as applicable, contained in the Loan Documents are true, correct and complete in all material respects as of the date of this Amendment.
X. Xxxxxxxx, and each of them, are in full and complete compliance with the terms, covenants, provisions and conditions of the Note, the Loan Agreement, and the other Loan Documents. All covenants, repre...
XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. To induce the Lenders to enter into this Agreement and to extend credit, each Obligor makes the following representations and warranties (in each case, upon giving effect to the Transactions, as of each of the Closing Date, the Incremental Closing Date and the Delayed Draw Closing Date):
XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. In order to induce the Lender to enter into this Letter Agreement, the Borrower represents and warrants that as of the Effective Date:
XXXXXXXX’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Grantee, as follows:
