Representations, Warranties and Covenants of Guarantor Clause Samples
The 'Representations, Warranties and Covenants of Guarantor' clause sets out the specific statements of fact, ongoing promises, and assurances that the guarantor makes to the other party in a contract. Typically, this clause requires the guarantor to confirm their legal authority, financial stability, and compliance with relevant laws, as well as to commit to maintaining these conditions throughout the agreement. By clearly outlining these obligations, the clause provides assurance to the beneficiary that the guarantor is reliable and capable of fulfilling their guarantee, thereby reducing the risk of default or misrepresentation.
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Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally del...
Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to enter into the purchase of ORECs pursuant to the Agreement, Guarantor represents, warrants and covenants that: Guarantor (i) is a duly organized and validly existing corporation, partnership, or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization and (ii) has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the business in which it is engaged and presently proposes to engage;
Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to enter into the purchase of ORECs pursuant to the Agreement, Guarantor represents, warrants and covenants that:
Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants and covenants to Seller the following items, each of which is understood as being an inducement to Seller entering into this Agreement.
a. Guarantor has taken appropriate corporate action to authorize it to enter into this Agreement and to guarantee Buyer's obligations
b. Guarantor is a corporation validly organized and existing under the laws of the State of Delaware.
Representations, Warranties and Covenants of Guarantor. (a) The Guarantor hereby represents and warrants as of the date hereof:
Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants and covenants (which representations and warranties, except as otherwise specifically provided, will be deemed republished concurrently with each purchase Transaction under the Repurchase Agreement) that:
Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants and covenants that the following are true and correct in all material respects:
(a) Guarantor has a financial interest in Developer and will derive a material and substantial benefit, directly or indirectly, from the Cricket Project and from the making of this Guaranty;
(b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor;
(c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or under any agreement or restriction by which Guarantor is bound or affected; and
(d) there is no written notice of litigation pending, or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor.
Representations, Warranties and Covenants of Guarantor. In order to induce Lender to enter into the Loan Agreement and to make Loans, Guarantor represents and warrants to Lender as follows, and Guarantor covenants that the following representations will continue to be true (except to the extent that such representation or warranty relates to a particular date), and that Guarantor and its Subsidiaries will at all times comply with all of the following covenants, throughout the term of this Agreement.
Representations, Warranties and Covenants of Guarantor. Guarantor represents and warrants to and in favor of Collateral Agent, for the benefit of the Lenders, as follows:
Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants and covenants to BNPLC as follows:
(a) The Recitals at the beginning of this Guaranty are true and correct in all material respects.
(b) The direct or indirect value of the consideration received and to be received by Guarantor in connection herewith is reasonably worth at least as much as the liability and obligations of Guarantor hereunder, and the incurrence of such liability and obligations in return for such consideration may reasonably be expected to benefit Guarantor, directly or indirectly.
(c) The execution, delivery and performance by Guarantor of this Guaranty do not and will not constitute a breach or default under any other material agreement or contract to which Guarantor is a party or by which Guarantor is bound or which affects the Property, and do not violate or contravene any law, order, decree, rule or regulation to which Guarantor is subject, and such execution, delivery and performance by Guarantor will not result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, Guarantor's property pursuant to the provisions of any of the foregoing.