Representations and Warranties by Guarantor Clause Samples

Representations and Warranties by Guarantor. Guarantor represents and warrants to Bank that: (A) To the extent applicable, Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation and Guarantor is duly qualified and in good standing as a foreign corporation in each jurisdiction wherein the nature of the business transacted and the property owned by Guarantor makes such qualification necessary. Guarantor's guaranty of Borrower's Indebtedness and this Guaranty does not violate Guarantor's Articles of Incorporation or Bylaws. Guarantor has taken all corporate action necessary to authorize the execution, delivery and performance of this Guaranty. (B) Guarantor has the lawful power to own its properties and to engage in its business as presently conducted. (C) Guarantor's guaranty of Borrower's Indebtedness and Guarantor's execution, delivery and performance of this Guaranty is not in violation of any laws and will not result in a default under any contract, agreement or instrument to which Guarantor is a party or by which Guarantor or its property may be bound. (D) Guarantor will receive a direct or indirect material benefit from the transactions contemplated herein and/or arising out of Borrower's Indebtedness. (E) This Guaranty, when executed and delivered by Guarantor, will constitute a valid, legal and binding obligation of Guarantor enforceable in accordance with its terms. (F) All actions and consents required to be performed, obtained and/or satisfied prior to the execution and delivery of this Guaranty, and to constitute this Guaranty as the valid and binding obligation of Guarantor in accordance with its terms, have been performed, obtained and satisfied in due and strict compliance with all applicable laws.

Representations and Warranties by Guarantor. Each Guarantor hereby represents and warrants to Noteholder as follows: (a) The execution, delivery, and performance by such Guarantor this Guaranty will not (i) result in the violation of the provisions of the organizational documents of such Guarantor, (ii) violate any provision of any existing material Law applicable to such Guarantor or (iii) conflict with, result in any breach of, constitute a default under, or result in the creation or imposition of any Lien upon any Collateral pursuant to (A) any order, judgment, award, or decree of any Governmental Entity to which such Guarantor is a party or by which such Guarantor is or may be bound or to which any of the Collateral is subject or (B) any material Contract to which such Guarantor is a party or by which such Guarantor may be bound or to which any of the Collateral is subject except, in the cases of subsections (ii) and (iii), for such violations, conflicts, breaches, or defaults as would not, individually or in the aggregate, reasonably be expected to prevent such Guarantor from performing its obligations under this Guaranty and the Security Agreement. (b) This Guaranty constitutes a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles.

Representations and Warranties by Guarantor. In order to induce Holder to make the loan evidenced by the Note, Guarantor represents and warrants to Holder (which representations and warranties will survive the termination and release of the Obligations and any extension of credit thereunder) that: a. Guarantor’s guaranty pursuant to this Guaranty Agreement reasonably has benefitted or may be expected to benefit, directly or indirectly, Guarantor. b. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note and other Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty Agreement. c. Neither Holder nor any other person, corporation, or entity has made any representation, warranty, or statement to Guarantor with regard to Borrower or its financial condition in order to induce Guarantor to execute this Guaranty Agreement.

Representations and Warranties by Guarantor. The Guarantor represents and warrants that the following statements are true and will remain true until termination of this Guaranty and payment in full of all Liabilities: (a) the execution and delivery of this Guaranty and the performance of the obligations it imposes do not violate any law, do not conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or any third party; (b) this Guaranty is a valid and binding agreement, enforceable according to its terms; (c) all balance sheets, profit and loss statements, and other financial statements furnished to the Agent in connection with the Liabilities are accurate and fairly reflect the financial condition of the organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates; (d) the Guarantor has filed all federal and state tax returns that are required to be filed, has paid all due and payable taxes and assessments against the property and income of the Guarantor and all payroll, excise and other taxes required to be collected and held in trust by the Guarantor for any governmental authority; (e) the Guarantor has determined that this Guaranty will benefit the Guarantor directly or indirectly; (f) the Guarantor has (i) without reliance on the Agent or any Lender or any information received from the Agent or any Lender and based upon the records and information the Guarantor deems appropriate, made an independent investigation of the Borrower, or any one or more of them, the Borrower's, or any one or more of them, business, assets, operations, prospects and condition, financial or otherwise, and any circumstances that may bear upon those transactions, the Borrower, or any one or more of them, or the obligations, liabilities and risks undertaken in this Guaranty with respect to the Liabilities; (ii) adequate means to obtain from the Borrower, or any one or more of them, on a continuing basis information concerning the Borrower, or any one or more of them, and neither the Agent nor any Lender has a duty to provide any information concerning the Borrower, or any one or more of them, or any other obligor to the Guarantor; (iii) full and complete access to the Borrower and any and all records relating to any Liabilities now and in the future owing by the Borrower, or any one or more of them; (iv) not relied and wil...

Representations and Warranties by Guarantor. The Guarantor represents and warrants that the following statements are true and will remain true until termination of this Guaranty and payment in full of all Liabilities: (a) the execution and delivery of this Guaranty and the performance of the obligations it imposes do not violate any law, do not conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or any third party, (b) this Guaranty is a valid and binding agreement, enforceable according to its terms, and (c) all balance sheets, profit and loss statements, and other financial statements furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates.

Representations and Warranties by Guarantor. The Guarantor hereby represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and the terms of the Indenture.

Representations and Warranties by Guarantor. Guarantor represents and warrants to ▇▇▇▇▇▇▇ that: (a) Guarantor has the lawful power to own its properties and to engage in its business as presently conducted. (b) Guarantor's execution, delivery and performance of this Guaranty is not in violation of any laws and will not result in a default under any contract, agreement or instrument to which Guarantor is a party or by which Guarantor or its property may be bound. (c) Guarantor will receive a direct or indirect material benefit from the transactions described and contemplated in the recitals hereof. (d) This Guaranty, when executed and delivered by Guarantor, will constitute a valid, legal and binding obligation of Guarantor enforceable in accordance with its terms. (e) All actions and consents required to be performed, obtained and/or satisfied prior to the execution and delivery of this Guaranty, and to constitute this Guaranty as the valid and binding obligation of Guarantor in accordance with its terms, have been performed, obtained and satisfied in due and strict compliance with all applicable laws.

Representations and Warranties by Guarantor. Guarantor represents and warrants to Lender as follows: a. Guarantor is a corporation duly organized and existing in good standing under the laws of the State of Delaware. b. Guarantor is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the conduct of its business requires qualification. c. Guarantor has the full power and authority to own its properties and to conduct the business in which it engages and to enter into and perform its obligations under this Guarantee. d. The execution, delivery, and performance by Guarantor of the Loan Documents to which Guarantor is a party have been duly authorized by all necessary action on the part of Guarantor and are not inconsistent in any material respects with Guarantor’s Organizational Documents or any resolution of the board of directors, managers or members of Guarantor, do not and will not contravene any material provision of, or constitute a default under, any indenture, mortgage, contract, or other instrument to which Guarantor is a party or by which it is bound, other than any default which could not reasonably be expected to have a Material Adverse Effect, and that upon execution and delivery hereof and thereof, the Loan Documents to which Guarantor is a party will constitute legal, valid, and binding agreements and obligations of Guarantor, enforceable in accordance with their respective terms. e. Guarantor has delivered to Lender’s counsel accurate and complete copies of its Organizational Documents which are operative and in effect as of the Effective Date.

Representations and Warranties by Guarantor. Guarantor makes the following representations and warranties to Buyers: (a) The value of the consideration received, and to be received, by Guarantor in connection with the transactions contemplated under the MTAs and PSAs is worth at least as much as the liabilities and obligations of Guarantor under this Guarantee, and that such liabilities and obligations are expected to benefit Guarantor either directly or indirectly; (b) Guarantor has the requisite power, authority and legal right to execute and to deliver and to perform and observe the obligations and provisions of this Guarantee; (c) This Guarantee has been duly executed and delivered by Guarantor, and the provisions of this Guarantee constitute the valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with the terms hereof; and (d) No consent, approval or other authorization of, or registration, declaration or filing with, any governmental authority or other person is required for the due execution and delivery by Guarantor of this Guarantee, or for the performance by or the validity or enforceability of this Guarantee against Guarantor.