Common use of Certain Guarantor Representations Clause in Contracts

Certain Guarantor Representations. Each Guarantor represents that (a) it is in its best interest and in pursuit of the purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by the Borrowers and their respective Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by it, to induce the Lenders to enter into this Agreement and to extend credit to the Borrowers by making the guarantees contemplated by this Section 5, (b) the credit available hereunder will directly or indirectly inure to its benefit, and (c) by virtue of the foregoing it is receiving at least reasonably equivalent value from the Lenders for its guarantee hereunder. Each Guarantor acknowledges that it has been advised by the Administrative Agent that the Lenders are unwilling to enter into this Agreement unless the guarantees contemplated by this Section 5 are given by it. Each Guarantor represents that (i) it will not be rendered insolvent as a result of entering into this Agreement, (ii) after giving effect to the transactions contemplated by this Agreement, it will have assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as they become absolute and matured, (iii) it has, and will have, access to adequate capital for the conduct of its business and (iv) it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature.

Certain Guarantor Representations. Each Guarantor hereby represents that it has determined (ai) that it is in its best interest and in pursuit of the its corporate purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by the Borrowers Company and their respective Subsidiariesits Subsidiaries (including such Guarantor), and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by itsuch Guarantor, to induce the Lenders Purchaser to enter into this Agreement and to extend credit to purchase the Borrowers Notes by making the guarantees contemplated by this Section 56, (bii) that the credit available issuance of the Notes hereunder will directly or indirectly inure to its benefit, the benefit of such Guarantor and (ciii) that by virtue of the foregoing it such Guarantor is receiving at least reasonably equivalent value consideration from the Lenders Purchaser for its guarantee hereunderguarantee. Each Guarantor acknowledges that it has been advised by the Administrative Agent that the Lenders are Purchaser is unwilling to enter into this Agreement unless the guarantees contemplated by this Section 5 6 are given by it. Each Guarantor represents that (ia) it will not be rendered insolvent as a result of entering into this Agreement, (iib) after giving effect to the transactions contemplated by this Agreement, it will have assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as they become absolute and matured, (iiic) it has, and will have, access to adequate capital for the conduct of its business and (ivd) it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature.

Certain Guarantor Representations. Each Guarantor which is a Subsidiary of the Borrower represents that (a) it is in its best interest and in pursuit of the purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by the Borrowers Borrower and their respective its Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by it, to induce the Lenders Banks to enter into this Agreement and to extend credit to the Borrowers Borrower by making the guarantees Guarantees contemplated by this Section 55A, (b) the credit available hereunder will directly or indirectly inure to its benefit, and (c) by virtue of the foregoing it is receiving at least reasonably equivalent value from the Lenders Banks for its guarantee hereunderGuarantee. Each Guarantor acknowledges that it has been advised by the Administrative Agent that the Lenders Banks are unwilling to enter into this Agreement unless the guarantees Guarantees contemplated by this Section 5 5A are given by it. Each Guarantor represents that (i) it will not be rendered insolvent as a result of entering into this Agreement, (ii) after giving effect to the transactions contemplated by this Agreement, it will have assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as they become absolute and matured, (iii) it has, and will have, access to adequate capital for the conduct of its business and (iv) it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature.