Covenants, Representations and Warranties. 3.1 The Borrower ratifies, confirms and reaffirms, without condition, all the terms and conditions of the Agreement and the other Loan Documents and agrees that it continues to be bound by the terms and conditions thereof as amended by this Amendment; and, the Borrower further confirms and affirms that it has no defense, set off or counterclaim against the same. The Agreement and this Amendment shall be construed as complementing each other and as augmenting and not restricting the Bank's rights, and, except as specifically amended by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.
3.2 The Borrower ratifies, confirms and reaffirms without condition, all liens and security interests granted to the Bank pursuant to the Agreement and the other Loan Documents, if any, and such liens and security interests shall continue to secure the indebtedness and obligations of the Borrower to the Bank under the Agreement, the Note and the other Loan Documents, including, but not limited to, all loans made by the Bank to the Borrower as amended by this Amendment.
3.3 The Borrower represents and warrants to the Bank that:
(a) This Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable in accordance with its terms;
(b) The execution and delivery of this Amendment by the Borrower and the performance and observance by the Borrower of the provisions hereof, do not violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower;
(c) The representations and warranties set forth within Article III of the Agreement continue to be true and correct in all material respects as of the date of this Amendment except those changes resulting from the passage of time; and
(d) No material adverse change has occurred in the business, operations, consolidated financial condition or prospects of the Borrower since the date of the most recent annual financial statement delivered to the Bank, and no Event of Default or condition which, with the passage of time, the giving of notice or both, could become an Event of Default has occurred and is continuing.
3.4 The Borrower shall execute or cause to be executed and deliver to the Bank all other document...
Covenants, Representations and Warranties. The Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf of the Participant and his or her spouse, if applicable, that:
Covenants, Representations and Warranties. The General Partner covenants, represents and warrants that the following are presently true and will be true during the term of this Agreement, to the extent then applicable.
(a) The Partnership is a duly organized limited partnership validly existing under the laws of the State and has complied with all filing requirements necessary for the protection of the limited liability of the Limited Partner and the Special Limited Partner.
(b) The Partnership Agreement and the Project Documents are in full force and effect and neither the Partnership nor the General Partner is in breach or violation of any provisions thereof.
(c) Improvements will be completed in a timely and workerlike manner in accordance with all applicable requirements of all appropriate governmental entities and the plans and specifications of the Project, as such plans and specifications may be changed form time to time with the approval of SouthTrust Bank, National Association and any applicable governmental entities.
(d) The Project is being operated in accordance with standards and procedures which are prudent and customary for the operation of properties similar to the Project.
(e) Additional Improvements on the Project, if any, shall be completed substantially in conformity with plans and specifications approved by the Special Limited Partner.
(f) No Partner has or will have any personal liability with respect to or has or will have personally guaranteed the payment of the Mortgage.
(g) The Partnership is in compliance with all construction and use codes applicable to the Project and is not violation of any zoning, environmental or similar regulations applicable to the Project.
(h) All appropriate public utilities, including sanitary and storm sewers, water, gas and electricity, are currently available and will be operating properly for all units in the Project at the time of first occupancy and throughout the term of the Partnership.
(i) The Partnership has obtained Insurance written by an Insurance Company.
(j) The Partnership owns the fee simple interest in the Project.
Covenants, Representations and Warranties. The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.
(a) The Partnership is a duly organized limited partnership validly existing under the laws of the State and has complied with all filing requirements necessary for the protection of the limited liability of the Limited Partner and the Special Limited Partner.
(b) The Partnership Agreement and the Project Documents are in full force and effect and neither the Partnership nor the General Partner is in breach or violation of any provisions thereof.
(c) Improvements will be completed in a timely and workerlike manner in accordance with all applicable requirements of all appropriate governmental entities and the Plans and Specifications of the Apartment Housing.
(d) All conditions to the funding of the Mortgage have been met.
(e) The Apartment Housing is being operated in accordance with standards and procedures which are prudent and customary for the operation of properties similar to the Apartment Housing.
(f) Except as to any non-recourse carveouts which maybe contained in the Mortgage Loan, the General Partner does not have any personal liability with respect to and has not personally guaranteed the payment of the Mortgage.
(g) The Partnership is or will be after completion of rehabilitation in compliance with all construction and use codes applicable to the Apartment Housing and is not in violation of any zoning, environmental or similar regulations applicable to the Apartment Housing.
(h) All appropriate public utilities, including sanitary and storm sewers, water, gas and electricity, are currently available and will be operating properly for all units in the Apartment Housing at the time of first occupancy and throughout the term of the Partnership.
(i) All roads necessary for the full utilization of the Improvements have either been completed or the necessary rights of way therefore have been acquired by the appropriate governmental authority or have been dedicated to public use and accepted by said governmental authority.
(j) The Partnership has obtained Insurance written by an Insurance Company.
(k) The Partnership owns the fee simple interest in the Apartment Housing.
(l) The Construction Contract has been entered into between the Partnership and the Contractor; no other consideration o...
Covenants, Representations and Warranties. (a) Borrower has not, at any time, and, to Borrower’s best knowledge after due inquiry and investigation, except as set forth in the Environmental Report, no other Person has at any time, handled, buried, stored, retained, refined, transported, processed, manufactured, generated, produced, spilled, allowed to seep, leak, escape or xxxxx, or pumped, poured, emitted, emptied, discharged, injected, dumped, transferred or otherwise disposed of or dealt with Hazardous Materials on, to or from the Premises or any other real property owned and/or occupied by Borrower, and Borrower does not intend to and shall not use the Property or any part thereof or any such other real property for the purpose of handling, burying, storing, retaining, refining, transporting, processing, manufacturing, generating, producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials, except for use and storage for use of heating oil, cleaning fluids, pesticides and other substances customarily used in the operation of properties that are being used for the same purposes as the Property is presently being used, provided such use and/or storage for use is in compliance with the requirements hereof and the other Loan Documents and does not give rise to liability under applicable Legal Requirements or Environmental Statutes or be the basis for a lien against the Property or any part thereof. In addition, without limitation to the foregoing provisions, Borrower represents and warrants that, to the best of its knowledge, after due inquiry and investigation, except as previously disclosed in writing to Lender or in the Environmental Report, there is no asbestos in, on, over, or under all or any portion of the fire-proofing or any other portion of the Property.
(b) Borrower, after due inquiry and investigation, knows of no seepage, leak, escape, xxxxx, discharge, injection, release, emission, spill, pumping, pouring, emptying or dumping of Hazardous Materials into waters on, under or adjacent to the Property or any part thereof or any other real property owned and/or occupied by Borrower, or onto lands from which such Hazardous Materials might seep, flow or drain into such waters, except as disclosed in the Environmental Report or as permitted by applicable Legal Requirements.
(c) Borrower shall not permit any Hazardous Materials to be handled, buried, ...
Covenants, Representations and Warranties. 5.1 The GRANTOR covenants, represents and warrants that as of the date of this agreement and at all times during which this agreement is in effect:
5.1.1 the GRANTOR will pay to the CREDITOR the INDEBTEDNESS without the necessity of demand as and when it becomes due and payable or on demand, if payable on a demand basis, at the office of the CREDITOR indicated on the signature page of this agreement, or at such other place as may from time to time be designated in writing by the CREDITOR;
5.1.2 the GRANTOR will pay all reasonable fees and expenses, legal and notarial, and costs of registration, incurred by or on behalf of the CREDITOR in respect of this agreement and all amendments thereto and renewals and discharges thereof, and will pay all appraisal fees relating to the CHARGED PROPERTY as well as all costs, disbursements and expenses in connection with the enforcement of any of the CREDITOR's rights hereunder and in connection with the recovery or conservation of the CHARGED PROPERTY, which costs, disbursements and expenses include, without limitation, the following:
0.0.0.1 all reasonable costs and expenses of maintenance, operation, administration, conservation and/or collection of the CHARGED PROPERTY;
5.1.2.1 reasonable compensation for any person or firm engaged, employed or consulted by or on behalf of the CREDITOR who acts in connection with the maintenance, operation, administration, conservation and/or collection of any of the CHARGED PROPERTY;
5.1.3 the GRANTOR will maintain the CHARGED PROPERTY in good repair and prevent any use thereof which might diminish the value thereof or the CREDITOR's hypothec thereon, and from time to time at the request of the CREDITOR give the CREDITOR's officers, employees and agents reasonable access thereto for the purpose of inspection;
5.1.4 the GRANTOR has and will have good and marketable title to the CHARGED PROPERTY free and clear of all ADVERSE ENCUMBRANCES;
5.1.5 the CHARGED PROPERTY is and will be kept only at the locations indicated in Schedule "B" hereto and will not be removed or disposed of without the prior written consent of the CREDITOR, except for dispositions of INVENTORY in the ordinary course of the GRANTOR's business;
5.1.6 the GRANTOR will, at all times, duly and punctually pay and discharge the wages, salaries and other remuneration of all persons employed by the GRANTOR in connection with the enterprise of the GRANTOR and will, from time to time, if so requested by the CREDITOR, obtain s...
Covenants, Representations and Warranties. Each party shall have performed all of its covenants set forth in Article 4, and its representations and warranties set forth in Article 3 shall be true and correct in all material respects on and as of the Closing Date as if made on such date, and the President or a Vice-President of the Trust shall have executed a certificate to such effect.
Covenants, Representations and Warranties. ALLOCATIONS OF INCOME, LOSSES AND CREDITS ............... 40
