Common use of Guarantor’s Representations Clause in Contracts

Guarantor’s Representations. The Guarantor represents and warrants as of the date hereof to the Guaranteed Parties that: (a) the Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Ireland, and has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Guarantee; (b) the Guarantor has taken all necessary corporate and legal action to authorize the guarantee hereunder on the terms and conditions of this Guarantee and to authorize its execution, delivery and performance; (c) this Guarantee has been duly executed and delivered by a duly authorized officer or representative of the Guarantor, and constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms; (d) the execution, delivery and performance of this Guarantee will not constitute a default under or violate any provision of any law or regulation, or any judgment or order of any court, arbitrator or governmental authority, in each case applicable to the Guarantor, or the certificate of incorporation or by-laws of the Guarantor, or any agreement to which the Guarantor is a party; and (e) no consent of any other Person, and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, bureau or agency is required in connection with the execution delivery, performance, validity or enforceability with respect to the Guarantor of this Guarantee.