GUARANTOR’S WARRANTIES Clause Samples
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GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that:
(a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action contemplated by Guarantor; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial condition, and the status of Borrower's performance of obligations imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in -------------------------------------------------------------------------------- The 520 Group Page 2 LOAN NO. 100441 ▇▇▇▇▇▇▇.▇▇ M (03/03) 3641-1-4-ALEXANJA -------------------------------------------------------------------------------- accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, other than in the ordinary course of Guarantor's business; (f) Guarantor is in compliance with all laws and regulations applicable to its organization, existence and transaction of business and has all necessary rights and powers to guaranty as contemplated by the Loan Documents; (g) Guarantor is authorized to execute, deliver and perform its obligations under the Loan Documents and Other Related Documents, and such obligations shall be valid and binding obligations of Guarantor; (h) Guarantor has delivered to Lender all formation and organizational documents of Guarantor, and of all Guarantors, and all such formation and organizational docu...
GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business.
GUARANTOR’S WARRANTIES. 4.1 Guarantor represents and warrants to Lender that:
(a) Guarantor is an affiliate of Borrower and will benefit from the Loan and the execution and delivery of the Loan Documents;
(b) the execution, delivery and performance by Guarantor of this Guaranty does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under any agreement or instrument of any kind unto which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for those as to which consents have been obtained by Guarantor and delivered to Lender and are in full force and effect;
(c) neither the execution and delivery by Guarantor of this Guaranty nor the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect;
(d) this Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms;
(e) there is no action, litigation or other proceeding pending or threatened against Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its performance under this Guaranty;
(f) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents; it has been represented by counsel chosen by it in connection with this Guaranty and the transaction contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement;
(g) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might materially adversely affect its financial condition or businesses or wh...
GUARANTOR’S WARRANTIES. Guarantor warrants and represents to Lender that this Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally. Guarantor warrants to the Lender that Guarantor has a direct and substantial economic interest in the Borrower, and that Guarantor expects to derive benefits from transactions resulting in the creation of the Guaranteed Obligations. Lender may rely conclusively on a continuing warranty hereby made, that Guarantor continues to be benefited by Lender’s extension of credit to Borrower and Lender will have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty will be effective and enforceable by Lender without regard to the receipt, nature or value of any such benefits.
GUARANTOR’S WARRANTIES. Guarantor acknowledges and agrees that (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents; (d) Guarantor shall keep adequately informed of any facts or circumstances which might in any way affect Guarantor’s financial risks in entering into this Guaranty; and (e) Lender has made no representation to Guarantor as to any such matters.
GUARANTOR’S WARRANTIES. 4.1 Guarantor represents, warrants and covenants to Lender that:
(a) Guarantor is an affiliate of Borrower and will benefit from the Loan and the execution and delivery of the Documents;
(b) Guarantor is a corporation duly organized and now existing in good standing under the laws of the State of Florida and is duly qualified and in good standing and authorized to do business in all jurisdictions wherein the location and nature of the properties used or its business, as the same is presently or proposed to be conducted, makes such qualification necessary; and will maintain its corporate existence and right to carry on operations and acquire, maintain and renew all rights, contracts, powers, privileges, leases, lands, sanctions and franchises necessary or useful in the conduct of Guarantor's business operations;
(c) Guarantor has the requisite power and authority to carry on its business as presently conducted; and the execution, delivery and performance by Guarantor of this Guaranty has been duly authorized by all necessary corporate action and does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under the governance documents of Guarantor, or any agreement or instrument of any kind unto which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for those as to which consents have been obtained by Guarantor and delivered to Lender and are in full force and effect;
(d) neither the execution and delivery by Guarantor of this Guaranty nor the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect;
(e) this Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms;
(f) there is no action, litigation or other proceeding pending or threatened against Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financ...
GUARANTOR’S WARRANTIES. Guarantor makes the following representations and warranties to Beneficiary:
(a) (i) this Guarantee is executed at Beneficiary’s request; (ii) Guarantor has not and will not without prior written consent of Beneficiary, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; and (iii) Guarantor has adequate means of obtaining from Counterparty on a continuing basis financial and other information pertaining to Counterparty’s financial condition without relying on Beneficiary therefor;
(b) Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which Guarantor consider material or which might in any way affect Guarantor’s risks hereunder. With respect to information or material acquired in the normal course of Beneficiary’s relationship with Counterparty, Guarantor agrees that Beneficiary shall have no obligation to disclose such information or material to Guarantor;
GUARANTOR’S WARRANTIES. The Guarantor represents and warrants to the Sellers that the statements set out in this Clause 14 (the “Guarantors’ Representations and Warranties”) are true and accurate (i) on the Signing Date and, (ii) unless the Guarantors’ Representation or Warranty is given with reference to the Signing Date or any earlier date, on the Closing Date:
GUARANTOR’S WARRANTIES. 15.1 Guarantor represents and warrants to Sellers that the statements set out in Exhibit H are true as the Completion Date and will be true on the date of the issuance of the CECO Shares.
15.2 The Guarantor shall be liable to the Sellers for any and all Losses and will indemnify (vrijwaren) and hold the Sellers harmless (schadeloosstellen) against all Losses in the event of a breach of any of the Guarantor’s Warranties, without limiting or precluding any other rights or remedies which the Sellers may have under this Agreement or Law
GUARANTOR’S WARRANTIES. The Guarantor warrants to the Seller that:
(a) the Guarantor has full power to enter into and perform this Deed this Deed will on execution by the Guarantor constitute valid and binding obligations on the Guarantor in accordance with its terms; and
(b) the execution and delivery of, and the performance by the Guarantor of its obligations under this Deed will not:
(i) result in a breach of any provision of its memorandum or articles of association;
(ii) result in a breach of any order, judgment or decree of any court or government agency to which the Guarantor is a party or by which the Guarantor is bound; or
(iii) require the Guarantor to obtain any consent or approval of its shareholders or any other material third party consent.