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 Company and its Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by them, to induce the Holders to enter into the Note and to extend credit to the Guarantor by making the Guarantee; (b) the credit available under the Note will directly or indirectly inure to its benefit; (c) by virtue of the foregoing it is receiving at least reasonably equivalent value from the Holders for its Guarantee; (d) it will not be rendered insolvent as a result of entering into this Guarantee; (e) after giving effect to the transactions contemplated by this Guarantee, 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 such debts become absolute and matured; (f) it has, and will have, access to adequate capital for the conduct of its business; (g) it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature; and (h) it has been advised that the Holders are unwilling to enter into the Note unless this Guarantee is given by it.

Certain Guarantor Representations. Each Guarantor Holdings represents that: 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 Company Borrower and its Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by them, to induce the Holders Banks to enter into the Note this Agreement and to extend credit to the Guarantor Borrower by making the Guarantee; guarantee contemplated by this Section 9, (b) the credit available under the Note 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 Holders Banks for its Guarantee; guarantee. Holdings acknowledges that it has been advised by the Administrative Agent that the Banks are unwilling to enter into this Agreement unless the guarantee contemplated by this Section 9 are given by it. Holdings represents that (di) it will not be rendered insolvent as a result of entering into this Guarantee; Agreement, (eii) after giving effect to the transactions contemplated by this GuaranteeAgreement, 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 such debts they become absolute and matured; , (fiii) it has, and will have, access to adequate capital for the conduct of its business; business and (giv) it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature; and (h) it has been advised that the Holders are unwilling to enter into the Note unless this Guarantee is given by it.

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 Company and its Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by them, to induce the Holders Purchasers to enter into the Note Purchase Agreement and to extend credit to the Guarantor Company by making the GuaranteeGuarantee contemplated by this Section 2; (b) the credit available under raised by issuance of the Note Notes will directly or indirectly inure to its benefit; (c) by virtue of the foregoing it is receiving at least reasonably equivalent value from the Holders Purchasers for its Guarantee; (d) it will not be rendered insolvent as a result of entering into this GuaranteeAgreement; (e) after giving effect to the transactions contemplated by this GuaranteeAgreement, it will have assets having a fair saleable value (on a going concern basis, and taking into account any right of contribution due from the Company and any other Guarantor) in excess of the amount required to pay its probable liability on its existing debts as such debts become absolute and matured; (f) it has, and will have, access to adequate capital for the conduct of its business; (g) it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature; and (h) it has been advised that the Holders Purchasers are unwilling to enter into the Note Purchase Agreement unless the Guarantee contemplated by this Guarantee Section 2 is given by it.