Representations and Warranties of the Guarantor Sample Clauses
Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants (a) that it is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary, (b) that it has the power and authority to enter into and perform this Guaranty, (c) that the execution, delivery and performance of this Guaranty by it have been duly authorized by proper action and are not in contravention of law or of the terms of its organizational documents, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, and (d) that all registrations and approvals of any governmental agency, department or commission necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been obtained and are in full force and effect. The Guarantor hereby represents and warrants (x) that this Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies, (y) that except as previously disclosed to Buyer no legal proceedings are pending, or threatened, before any court or governmental agency which would adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, and (z) that the Guarantor has received and reviewed copies of the Master Repurchase Agreement.
Representations and Warranties of the Guarantor. The Guarantor represents and warrants to each holder as follows:
Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows:
(a) Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
(b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the such Loan Party's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the such Loan Party's charter or by-laws or other organizational documents or (ii) law or any contractual restriction binding on or affecting any Loan Party.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the any Loan Party of this Agreement or the Notes to be delivered by it.
(d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms.
(e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2003, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at March 31, 2004, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Guarantor, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at March 31, 2004, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Guarantor and its Subsidiaries as at such dates and the Consolidated results of the operations of the Guarantor and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently...
Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Manager that this Guaranty has been duly executed and delivered by the Guarantor and constitutes a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.
Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows:
Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants that:
Representations and Warranties of the Guarantor. The Guarantor represents and warrants that:
(a) it is a corporation duly incorporated and validly existing under the laws of the State of Colorado and has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Guaranty;
(b) neither the execution and delivery by it of this Guaranty, nor compliance with the provisions hereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on it, or (ii) its articles or certificate of incorporation or by-laws, or (iii) the provisions of any indenture, instrument or agreement to which it is a party or is subject, or by which it is bound, or conflict with or constitute a default thereunder. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by it, is required to be obtained by it in connection with the execution and delivery of this Guaranty or the performance by it of its obligations hereunder or the legality, validity, binding effect or enforceability of this Guaranty;
(c) this Guaranty constitutes a valid and legally binding agreement of the Guarantor, except as the enforceability of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws effecting creditors’ rights generally and by general principles of equity.
Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Lenders as follows:
5.1 The Guarantor is an entity duly organized, validly existing and in good standing under the laws of the State of Israel.
5.2 The Guarantor has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions and perform its obligations contemplated hereby.
5.3 The execution, delivery, and performance of this Agreement is within the Guarantor’s respective powers (as applicable), have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Guarantor’s organizational documents, nor will they constitute an event of default under any material agreement by which Guarantor is bound. The Guarantor is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a material adverse effect on the business or assets or properties of the Guarantor.
5.4 The fair salable value (taken on a going concern basis) of the Guarantor’s assets (including goodwill and uncalled capital commitments minus disposition costs) exceeds the fair value of its liabilities; the Guarantor is not left with unreasonably small capital after the transactions in this Agreement; and the Guarantor is able to pay its debts (including trade debts) as they mature.
5.5 The Guarantor has good title to its assets, free and clear of any and all liens except (1) liens existing prior to the commencement date of this Agreement and (2) liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which the Guarantor maintains adequate reserves on its books in respect to the Loan Amount.
5.6 No consent, approval, order or authorization of any third party, or registration, qualification, designation, declaration or filing with governmental authority is required on the part of the Guarantor in connection with the consummation of the transactions contemplated by this Agreement.
5.7 There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or, to the knowledge of the Guarantor, threatened against the Guarantor. The Guarantor is not subject to any order, writ, judgment, injunction, decree or award of any court or any governmental authority.
5.8 No insolvency proceedings have b...
Representations and Warranties of the Guarantor. The Guarantor represents and warrants as follows:
(a) Each Loan Party is a corporation or private limited company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
(b) The execution, delivery and performance by each Loan Party of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within such Loan Party’s corporate or organizational powers, have been duly authorized by all necessary corporate or organizational action, and do not contravene (i) such Loan Party’s charter or by-laws or other organizational documents or (ii) any law or any contractual restriction binding on or affecting any Loan Party.
(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by any Loan Party of this Agreement or the Notes to be delivered by it.
(d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by each Loan Party party thereto. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party party thereto enforceable against such Loan Party in accordance with their respective terms.
(e) The Consolidated balance sheet of the Guarantor and its Subsidiaries as at December 31, 2013, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Guarantor and its Subsidiaries as at June 30, 2014, and the related Consolidated statements of income and cash flows of the Guarantor and its Subsidiaries for the six months then ended, duly certified by the chief financial officer of the Guarantor, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheet as at June 30, 2014, and said statements of income and cash flows for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of the Guarantor and its Subsidiaries as at such dates and the Consolidated results of the operations of the Guarantor and its Subsidiaries for the periods ended on such dates, all in acco...
Representations and Warranties of the Guarantor. The Guarantor represents and warrants to the Bank that on and as of the date hereof: