Guarantor’s Representations. Each Guarantor severally, and also jointly with the other Guarantor, represents and warrants to the Project Company as of the date hereof that: (a) each Guarantor is a [public limited company] duly organised, validly existing under the laws of [ ] and has full power, authority and legal rights to execute and deliver, and to perform its obligations under, this Guarantee Agreement; (b) each Guarantor has taken all necessary corporate and legal action to authorise the guarantee hereunder on the terms and conditions of this Guarantee Agreement and to authorise its execution, delivery and performance of this Guarantee Agreement. (c) this Guarantee Agreement has been duly executed and delivered by each Guarantor, and constitutes the legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganisation, moratorium or other laws affecting the rights of creditors generally, and (ii) general principles of equity.
Appears in 2 contracts
Sources: Deferred Terms Agreement (Randgold Resources LTD), Deferred Terms Agreement (Randgold Resources LTD)