Common use of Representations and Warranties of the Guarantor Clause in Contracts

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 been commenced by, or have been threatened against the Guarantor, and there has been no other event that could be deemed an insolvency event or which could be classified as insolvent pursuant to the Insolvency and Financial Rehabilitation Law 5778-2018 or any other applicable law.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Lenders as follows: 5.1 The Guarantor (a) Each Loan Party is an entity a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Israelits organization. 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 (b) The execution, delivery, 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 each Loan Party of this Agreement and (2) liens for taxesthe Notes to be delivered by it, 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 hereby, are within the such Loan Party's corporate powers, have been duly authorized by this Agreementall 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. 5.7 (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, 2004, 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, 2005, 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, 2005, 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 applied. Since December 31, 2004, there has been no Material Adverse Change. (f) 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 action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor. The Guarantor is not subject to any order, writ, judgment, injunction, decree or award of any court or any of its Subsidiaries before any court, governmental authority. 5.8 No insolvency proceedings agency or arbitrator that (i) could be reasonably likely to have been commenced by, or have been threatened against a Material Adverse Effect (other than the GuarantorDisclosed Litigation), and there has been no other event that could be deemed an insolvency event adverse change in the status, or which could be classified as insolvent pursuant to financial effect on the Insolvency and Financial Rehabilitation Law 5778-2018 Guarantor or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other applicable lawsuch factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. The Guarantor hereby represents and warrants to the Lenders as follows: 5.1 The Guarantor (a) Each Loan Party is an entity a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Israelits organization. 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 (b) The execution, delivery, 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 each Loan Party of this Agreement and (2) liens for taxesthe Notes to be delivered by it, 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 hereby, are within the such Loan Party's corporate powers, have been duly authorized by this Agreementall 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. 5.7 (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 applied. Since December 31, 2003, there has been no Material Adverse Change. (f) 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 action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Guarantor. The Guarantor is not subject to any order, writ, judgment, injunction, decree or award of any court or any of its Subsidiaries before any court, governmental authority. 5.8 No insolvency proceedings agency or arbitrator that (i) could be reasonably likely to have been commenced by, or have been threatened against a Material Adverse Effect (other than the GuarantorDisclosed Litigation), and there has been no other event that could be deemed an insolvency event adverse change in the status, or which could be classified as insolvent pursuant to financial effect on the Insolvency and Financial Rehabilitation Law 5778-2018 Guarantor or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) No Loan Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) All factual information (taken as a whole) heretofore or contemporaneously furnished by or on behalf of any Loan Party in writing to any Lender (including, without limitation, all information contained in this Agreement) for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other applicable lawsuch factual information (taken as a whole) hereafter furnished by or on behalf of such Loan Party in writing to any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and does not or will not omit to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

Representations and Warranties of the Guarantor. 6.1 The Guarantor hereby represents and warrants to the Lenders undertakes as follows: 5.1 6.1.1 The Guarantor is an a registered legal entity duly organized, validly existing and in good standing under the laws of the State of Israel. 5.2 PRC. The Guarantor has possessed all requisite power the necessary rights to engage in business activities or to participate in litigation on its own behalf, as well as to dispose of the properties under its management and authority to execute and deliver this Agreement and to consummate the transactions and perform its obligations contemplated herebycontrol. 5.3 6.1.2 The execution, delivery, Guarantor satisfies the solvency requirements stipulated by Laws. Liabilities of the Guarantor under this Contract shall not be nullified or affected regardless of the changes of the identity or status of the Guarantor or the Company. 6.1.3 The execution and performance of this Agreement Contract by the Guarantor is within voluntary and reflects its true intention. The execution and performance of this Contract are not in violation of relevant stipulations of Laws or provisions of the Contract. All the legal formalities necessary for the execution and performance of this Contract by the Guarantor have already been completed and remain fully effective. 6.1.4 All documents, materials, financial reports and documentation provided by Guarantor to the Guarantee are accurate, true, complete and effective. 6.1.5 The Guarantor has not concealed any of the following events, which have occurred or are about to occur and may cause the rejection of the Guarantor by the Guarantee: (1) Serious discipline violation, violation of laws or claim for damages; (2) Unsettled litigation and arbitration; (3) Any debts assumed, or existing debts or any mortgage (pledge) guarantee to any third parties; (4) Any other situations that may affect the Guarantor’s respective powers financial position or ability to provide guarantee. 6.1.6 The Guarantor has not breached any contracts entered into with other parties. 6.2 The Guarantor undertakes as follows: 6.2.1 Before fulfilling all its obligations under the Contract, the Guarantor shall promptly notify the Guarantee in writing of changes in property rights, if any. If the Guarantee demands to add or change guarantor, the Guarantor shall guarantee to provide new guarantor or collaterals acceptable to the Guarantee (as applicableincluding but not limited to rights and assets), have been duly authorized, and are not . 6.2.2 The Guarantor shall promptly notify the Guarantee in conflict with nor constitute a breach writing of any provision contained changes in Guarantor’s organizational documents, nor will they constitute an event of default under any material agreement by which Guarantor is bound. its correspondence address or contact information. 6.2.3 The Guarantor is not in default under undertakes that any agreement by which it is boundamendments, except supplements and modifications to the extent such default would Purchase Contract shall not reasonably affect the fulfillments of its obligations under the Contract by the Guarantor and may be expected to cause a material adverse effect on the business or assets or properties made without prior approval of the Guarantor. 5.4 The fair salable value (taken on a going concern basis) of . Any grace periods or tolerance offered by the Guarantee to the Company or delay in taking any action or adjustment towards the Company will not affect the Guarantor’s assets (including goodwill obligation under this Contract. 6.2.4 The Guarantor hereby undertakes that the abovementioned representations and uncalled capital commitments minus disposition costs) exceeds the fair value warranties are continuous and shall remain in full force and effect until full fulfillment of its liabilities; obligations under the Contract. They shall be deemed to be made again by the Guarantor is not left with unreasonably small capital after on each amendments, supplements and alteration of the transactions in this Agreement; and the Guarantor is able to pay its debts (including trade debts) as they matureContract. 5.5 6.2.5 The Guarantor has good title to its assets, free and clear of any and all liens except (1) liens existing prior to undertakes that 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 Guarantee’s execution of the Guarantor Contract is based on confidence in connection with the consummation of the transactions contemplated by this Agreementabovementioned representations and warranties. 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 been commenced by, or have been threatened against the Guarantor, and there has been no other event that could be deemed an insolvency event or which could be classified as insolvent pursuant to the Insolvency and Financial Rehabilitation Law 5778-2018 or any other applicable law.