Example ContractsClausesBorrower’s Representations
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Borrower’s Representations and Warranties Regarding Collateral. Each Borrower represents and warrants to Agent and Lenders that so long as such Borrower is obligated to Agent and Lenders, that:

Borrower’s Failure to Notify. If the Borrower fails to give notice pursuant to [Section 2.60(a)] above of the continuation or conversion of any outstanding principal amount of a Borrowing of Term Benchmark Loans before the last day of its then current Interest Period within the period required by [Section 2.06(a)] and such Borrowing is not prepaid in accordance with [Section 2.09], the Borrower shall be deemed to have elected that such Borrowing be continued as a Borrowing of Term Benchmark Loans or RFR Loans, as applicable, having an Interest Period of one month’s duration. In the event the Borrower fails to give notice pursuant to [Section 2.06(a)] above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans (or, at the option of the Swing Line Lender, under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

There ​ at least two (2) Defaulted Loans in the Loan Portfolio or, in the event that any Defaulted Loan has been substituted or repurchased pursuant to [Section 2.19] of the Loan Agreement during the twelve-month period (or such lesser number of months that shall have elapsed since the Closing Date) ending on the Date, there ​ at least one (1) Defaulted Loan in the Loan Portfolio.

If there are at least two (2) Portfolio Loans or Purchased Participations in the Loan Portfolio on the Date with respect to which there has been a Charge-Off:

Borrower’s Availability on the Date ​ greater than or equal to , as required pursuant to [Section 6.1(s)] of the Loan Agreement.

Borrower’s Tangible Net Worth as of the Date ​ greater than or equal to the greater of # , and # Item 4(a)(ix), as required to be in compliance with [Section 6.1(q)] of the Loan Agreement.

Borrower’s Interest Coverage Ratio on the Date ​ greater than or equal to 1.25 to 1.0, the minimum Interest Coverage Ratio permitted to be maintained by Borrower pursuant to [Section 6.1(r)] of the Loan Agreement.

Specified Purchase Agreement Representations” means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the , but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

Specified Merger Agreement Representations” means the representations and warranties made by the Company pursuant to [clause (i)] of the first sentence of [Section 3.10] of the Merger Agreement as are material to the interests of the , but only to the extent that the Lead Borrower (or the Lead Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Lead Borrower’s (or such Affiliates’) obligations under the Merger Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

comply in all material respects with all of such Borrower’s warranties and representations contained herein and Agent has received a first priority perfected security interest in and Lien upon such Contracts;

Holder Representations. The Holder hereby represents and warrants to the Company that:

Securities Representations. The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may then be listed. As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

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Additional Representations. Each Party represents and warrants to the other Party and the ARS Releasees or Recordati Releasees, as applicable, as of the Termination Agreement Effective Date that # it has all requisite legal capacity to grant the rights and releases set forth in [Section 6] (Mutual Release of Claims) on behalf of itself and its respective ARS Releasors or Recordati Releasors, as applicable and # neither it nor any of the other ARS Releasors or Recordati Releasors, as applicable, have assigned, transferred or granted to any Person that is not a ARS Releasors or Recordati Releasors, as applicable, any Action or Liability intended to be covered or released pursuant to [Section 6] (Mutual Release of Claims).

Each such Shareholder understands that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws, including those under the Blue Sky Law. Each such Shareholder also understands that the Shares are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act, under [Section 4(2)] and/or Regulation D of the Securities Act. Each such Shareholder acknowledges that will rely on such Shareholder’s representations, warranties and certifications set forth below for purposes of determining such Shareholder’s suitability as an investor in the Shares and for purposes of confirming the availability of the [Section 4(2)] and/or Regulation D exemption from the registration requirements of the Securities Act.

Hainan or understands that the AUFP Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws. Hainan or also understands that the AUFP Shares are being offered pursuant to an exemption from the registration requirements of the Securities Act, under [Section 4(2)] and/or Regulation D of the Securities Act, under [Section 25012(f)]. Hainan or acknowledges that the Shareholders will rely on Hainan or representations, warranties and certifications set forth below for purposes of determining Hainan or suitability as an investor in the AUFP Shares and for purposes of confirming the availability of the [Section 4(2)] and/or Regulation D exemption from the registration requirements of the Securities Act.

Employee Representations. Employee hereby acknowledges and agrees as follows:

Each Lender # represents and warrants, as of the date such Person became a Lender party hereto, to, and # covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

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Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

Representations, Etc. Any representation, warranty or statement made or deemed made by Borrower herein or in any other Credit Document or in any certificate delivered to Lender or Lender pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or 10.03. Covenants. Borrower or any of its Subsidiaries shall # default in the due performance or observance by it of any term, covenant or agreement contained in [[Section 8.01(f)(i), 8.04]4]] (solely with respect to Borrower), 8.08, or 8.11 or [Section 9] or # default in the due performance or observance by it of any other term, covenant or agreement contained in this Agreement or in any other Credit Document (other than those set forth in [Sections 10.01 and 10.02]2]) and such default pursuant to this sub [clause (ii)] shall continue unremedied for a period of 30 days after written notice thereof to the defaulting party by Lender; or

The Participant represents to the Company that:

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