Common use of Covenants and Representations Clause in Contracts

Covenants and Representations. The Guarantor makes the following covenants and representations as the basis for its undertakings hereunder: (a) It is a corporation duly organized, and validly existing in good standing under the laws of the State of Delaware, has the corporate power to enter into this Guaranty and to perform its obligations hereunder, and by proper corporate action has duly authorized the execution and delivery of this Guaranty and performance of its obligations hereunder. (b) The execution and delivery of this Guaranty and all documents, instruments and certificates relating thereto and the performance of its obligations hereunder do not and will not conflict with, or constitute a breach or result in a violation of, its articles or incorporation or bylaws, or any material agreement or other material instrument to which it is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over it or its property, the violation of any of which would have a material adverse effect upon the Guarantor’s ability to perform its obligations hereunder. (c) Except for the matters disclosed in the Private Offering Memorandum with respect to the Bonds dated May 12, 1999 or in the Guarantor’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K filed with the U.S. Securities and Exchange Commission, there are no pending or, to the best of its knowledge, threatened actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, which could reasonably be expected to adversely affect in a material way its business or financial condition or its ability to perform its obligations under this Guaranty. (d) The Guarantor hereby covenants to notify the Trustee and the Issuer immediately of the occurrence of any Event of Default hereunder or upon becoming aware (i) that any representation made in this Guaranty was false, misleading or incorrect when made or (ii) of a breach or violation of any material agreement or other material instrument to which it is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over it or its property, in any such case to the extent such breach or violation would, in the Guarantor’s judgment, materially adversely affect the Guarantor’s ability to perform its obligations under Section 1 hereof.

Covenants and Representations. The Guarantor makes further covenants that this Guaranty shall remain and continue in full force and effect as to any modification, extension or renewal of the following covenants Loan Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered under the Loan Agreement, and representations as the basis for its undertakings hereunderthat other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, Guarantor. Guarantor represents and warrants to Administrative Agent and Lenders that: (a) It Guarantor (i) is a corporation duly organizedorganized or formed, and validly existing and, as applicable, in good standing under the laws Laws of the State jurisdiction of Delawareits incorporation or organization, and (ii) has the corporate all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to enter into execute, deliver and perform its obligations under this Guaranty and to perform its obligations hereunder, and by proper corporate action has duly authorized consummate the execution and delivery of this Guaranty and performance of its obligations hereunder.transactions contemplated hereby; (b) The execution Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty; (c) this Guaranty has been duly executed and delivered by or on behalf of Guarantor and constitutes legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms, subject only to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Guaranty and all documents, instruments and certificates relating thereto and the performance of its obligations hereunder do not and by Guarantor will not conflict withwith or result in a breach of any of the terms or provisions of, or constitute a breach default under, or result in a violation ofthe creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Guarantor pursuant to the terms of its articles or incorporation or bylawsOrganizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or any material other agreement or other material instrument to which it Guarantor is a party or by which it any of Guarantor’s property or assets is bound subject, nor will such action result in any violation of the provisions of any applicable statute or any constitutional or statutory provision or applicable order, rule, regulation, decree rule or ordinance regulation of any court, government court or governmental authority Governmental Authority or body having jurisdiction over it Guarantor or its property, the violation of any of which would have a material adverse effect upon the Guarantor’s ability to perform its obligations hereunder. (c) Except other assets, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the matters disclosed execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in the Private Offering Memorandum with respect to the Bonds dated May 12full force and effect, 1999 or in the each case if Guarantor’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K filed noncompliance with the U.S. Securities and Exchange Commission, there are no pending or, to the best of its knowledge, threatened actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, which could this clause (d) would reasonably be expected to adversely affect have a Material Adverse Effect. As a further inducement to Administrative Agent to make the Loan and in consideration thereof, Guarantor further covenants and agrees (a) that in any action or proceeding brought by Administrative Agent against Guarantor on this Guaranty, Guarantor shall and does hereby waive trial by jury, (b) that a New York State District Court in New York County, New York, or, in a material way its business or financial condition or its ability to perform its obligations under this Guaranty. (d) The Guarantor hereby covenants to notify case involving diversity of citizenship, the Trustee and United States District Court located in the Issuer immediately Borough of the occurrence Manhattan in New York, New York, shall have exclusive jurisdiction of any Event of Default hereunder such action or upon becoming aware proceeding, and (ic) that service of any representation summons and complaint or other process in any such action or proceeding may be made by registered or certified mail directed to Guarantor at Guarantor’s address set forth in Section 9 below, Guarantor waiving personal service thereof. Nothing in this Guaranty was false, misleading will be deemed to preclude Administrative Agent from bringing an action or incorrect when made or (ii) of a breach or violation of any material agreement or other material instrument to which it is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over it or its property, proceeding with respect hereto in any such case to the extent such breach or violation would, in the Guarantor’s judgment, materially adversely affect the Guarantor’s ability to perform its obligations under Section 1 hereofother jurisdiction.

Covenants and Representations. The Each Guarantor makes further covenants that this Guaranty shall remain and continue in full force and effect as to any modification, extension or renewal of the following covenants Credit Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered under the Credit Agreement, and representations as the basis for its undertakings hereunderthat other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants to Administrative Agent and Lenders that: (a) It Each Guarantor (i) is a corporation duly organizedorganized or formed, and validly existing and, as applicable, in good standing under the laws Laws of the State jurisdiction of Delawareits incorporation or organization, and (ii) has the corporate all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to enter into execute, deliver and perform its obligations under this Guaranty and to perform its obligations hereunder, and by proper corporate action has duly authorized consummate the execution and delivery of this Guaranty and performance of its obligations hereunder.transactions contemplated hereby; (b) The execution Each Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty; (c) this Guaranty has been duly executed and delivered by or on behalf of each Guarantor and constitutes legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with its terms, subject only to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Guaranty and all documents, instruments and certificates relating thereto and the performance of its obligations hereunder do not and by each Guarantor will not conflict withwith or result in a breach of any of the terms or provisions of, or constitute a breach default under, or result in a violation ofthe creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of such Guarantor pursuant to the terms of its articles or incorporation or bylawsOrganizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or any material other agreement or other material instrument to which it such Guarantor is a party or by which it any of such Guarantor's property or assets is bound subject, nor will such action result in any violation of the provisions of any applicable statute or any constitutional or statutory provision or applicable order, rule, regulation, decree rule or ordinance regulation of any court, government court or governmental authority Governmental Authority or body having jurisdiction over it such Guarantor or its property, the violation of any of which would have a material adverse effect upon the such Guarantor’s ability to perform its obligations hereunder. (c) Except 's other assets, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the matters disclosed execution, delivery and performance by each Guarantor of this Guaranty has been obtained and is in the Private Offering Memorandum full force and effect, in each case if such Guarantor's noncompliance with respect to the Bonds dated May 12, 1999 or in the Guarantor’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K filed with the U.S. Securities and Exchange Commission, there are no pending or, to the best of its knowledge, threatened actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, which could this clause (d) would reasonably be expected to adversely affect have a Material Adverse Effect. As a further inducement to Administrative Agent to make the Loan and in consideration thereof, each Guarantor further covenants and agrees (a) that in any action or proceeding brought by Administrative Agent against such Guarantor on this Guaranty, each Guarantor shall and does hereby waive trial by jury, (b) that a New York State District Court in New York County, New York, or, in a material way its business or financial condition or its ability to perform its obligations under this Guaranty. (d) The Guarantor hereby covenants to notify case involving diversity of citizenship, the Trustee and United States District Court located in the Issuer immediately Borough of the occurrence Manhattan in New York, New York, shall have exclusive jurisdiction of any Event of Default hereunder such action or upon becoming aware proceeding, and (ic) that service of any representation summons and complaint or other process in any such action or proceeding may be made by registered or certified mail directed to each Guarantor at such Guarantor's address set forth in Section 9 below, each Guarantor waiving personal service thereof. Nothing in this Guaranty was false, misleading will be deemed to preclude Administrative Agent from bringing an action or incorrect when made or (ii) of a breach or violation of any material agreement or other material instrument to which it is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over it or its property, proceeding with respect hereto in any such case to the extent such breach or violation would, in the Guarantor’s judgment, materially adversely affect the Guarantor’s ability to perform its obligations under Section 1 hereofother jurisdiction.

Covenants and Representations. The Each Guarantor makes further covenants that this Guaranty shall remain and continue in full force and effect as to any modification, extension or renewal of the following covenants Credit Agreement, any Note, or the other Loan Documents, that Administrative Agent shall not be under a duty to protect, secure or insure any Collateral Property covered under the Credit Agreement, and representations as the basis for its undertakings hereunderthat other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or further consent of, each Guarantor. Each Guarantor represents and warrants to Administrative Agent and Lenders that: (a) It each Guarantor (i) is a corporation duly organizedorganized or formed, and validly existing and, as applicable, in good standing under the laws Laws of the State jurisdiction of Delawareits incorporation or organization, and (ii) has the corporate all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to enter into execute, deliver and perform its obligations under this Guaranty and to perform its obligations hereunder, and by proper corporate action has duly authorized consummate the execution and delivery of this Guaranty and performance of its obligations hereunder.transactions contemplated hereby; (b) The execution each Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty; (c) this Guaranty has been duly executed and delivered by or on behalf of each Guarantor and constitutes legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance with its terms, subject only to applicable Debtor Relief Laws, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Guaranty and all documents, instruments and certificates relating thereto and the performance of its obligations hereunder do not and by each Guarantor will not conflict withwith or result in a breach of any of the terms or provisions of, or constitute a breach default under, or result in a violation ofthe creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of such Guarantor pursuant to the terms of its articles or incorporation or bylawsOrganizational Documents, any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or any material other agreement or other material instrument to which it such Guarantor is a party or by which it any of such Guarantor’s property or assets is bound subject, nor will such action result in any violation of the provisions of any applicable statute or any constitutional or statutory provision or applicable order, rule, regulation, decree rule or ordinance regulation of any court, government court or governmental authority Governmental Authority or body having jurisdiction over it such Guarantor or its property, the violation of any of which would have a material adverse effect upon the such Guarantor’s ability to perform its obligations hereunder. (c) Except other assets, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the matters disclosed execution, delivery and performance by each Guarantor of this Guaranty has been obtained and is in the Private Offering Memorandum with respect to the Bonds dated May 12full force and effect, 1999 or in the each case if such Guarantor’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K filed noncompliance with the U.S. Securities and Exchange Commission, there are no pending or, to the best of its knowledge, threatened actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, which could this clause (d) would reasonably be expected to adversely affect have a Material Adverse Effect. As a further inducement to Administrative Agent to make the Loan and in consideration thereof, each Guarantor further covenants and agrees (a) that in any action or proceeding brought by Administrative Agent against such Guarantor on this Guaranty, each Guarantor shall and does hereby waive trial by jury, (b) that a New York State District Court in New York County, New York, or, in a material way its business or financial condition or its ability to perform its obligations under this Guaranty. (d) The Guarantor hereby covenants to notify case involving diversity of citizenship, the Trustee and United States District Court located in the Issuer immediately Borough of the occurrence Manhattan in New York, New York, shall have exclusive jurisdiction of any Event of Default hereunder such action or upon becoming aware proceeding, and (ic) that service of any representation summons and complaint or other process in any such action or proceeding may be made by registered or certified mail directed to each Guarantor at such Guarantor’s address set forth in Section 9 below, each Guarantor waiving personal service thereof. Nothing in this Guaranty was false, misleading will be deemed to preclude Administrative Agent from bringing an action or incorrect when made or (ii) of a breach or violation of any material agreement or other material instrument to which it is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over it or its property, proceeding with respect hereto in any such case to the extent such breach or violation would, in the Guarantor’s judgment, materially adversely affect the Guarantor’s ability to perform its obligations under Section 1 hereofother jurisdiction.

Covenants and Representations. The Guarantor makes the following covenants Grantor covenants, represents and representations warrants as the basis for its undertakings hereunderfollows: (a) It is a corporation Grantor will duly organizedand punctually pay all amounts payable to the Secured Parties in accordance with, and validly existing in good standing under subject to, the laws terms of the State of DelawareFinancing Agreement, has the corporate power to enter into this Guaranty Senior Secured Notes and to perform its obligations hereunder, and by proper corporate action has duly authorized the execution and delivery of this Guaranty and performance of its obligations hereunderother Financing Documents. (b) The execution Grantor will perform and delivery comply, in all material respects, with all obligations and conditions on its part to be performed under each of this Guaranty and all documents, instruments and certificates relating thereto and the performance of its obligations hereunder do not and will not conflict with, or constitute a breach or result in a violation of, its articles or incorporation or bylaws, or any material agreement or other material instrument to which it is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over it or its property, the violation of any of which would have a material adverse effect upon the Guarantor’s ability to perform its obligations hereunderAssigned Agreements. (c) Except for Each Assigned Agreement to which Grantor is a party in effect on the matters disclosed in the Private Offering Memorandum with respect date hereof, an executed counterpart or true and complete copy of which has been furnished to the Bonds dated May 12Agent, 1999 has been duly authorized, executed and delivered by Grantor, has not been amended or otherwise modified, and is in the Guarantor’s Annual Report on Form 10-Kfull force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. There exists no default under any Assigned Agreement to which Grantor is a party by Grantor, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K filed with the U.S. Securities and Exchange Commission, there are no pending or, to the best of its Grantor's knowledge, threatened actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, which could reasonably be expected to adversely affect in a material way its business or financial condition or its ability to perform its obligations under this Guarantyby the other parties thereto. (d) The Guarantor hereby covenants No effective financing statement or other instrument similar in effect covering all or any part of Grantor's interest in the Collateral or SIDA's interest in the collateral under the SIDA Security Agreement is on file in any recording office, except such as may have been filed pursuant to notify the Trustee this Agreement and the Issuer immediately other Financing Documents or pursuant to the documents evidencing Permitted Liens. (e) Except as permitted by the Financing Agreement, Grantor is lawfully possessed of ownership of the occurrence Collateral and SIDA is lawfully possessed of ownership of the collateral under the SIDA Security Agreement and has full right, title and interest in all rights purported to be granted to it under the Assigned Agreements, subject to no mortgages, liens, charges, or encumbrances except Permitted Liens, and has full power and lawful authority to grant and assign the Collateral hereunder. Grantor will, so long as any Event Obligations shall be outstanding, warrant and defend its title to the Collateral and SIDA's title to the collateral under the SIDA Security Agreement against the claims and demands of Default hereunder all Persons whomsoever. (f) Grantor will not directly or upon becoming aware indirectly create, incur, assume or suffer to exist any liens (except for Permitted Liens) on or with respect to any property or assets constituting a part of the Collateral and Grantor will at its own cost and expense promptly take such action as may be necessary to discharge any such liens on or with respect to any properties or assets constituting a part of the Collateral or the collateral under the SIDA Security Agreement. (g) Grantor represents and warrants to the Agent that it has not assigned any of its rights under the Assigned Agreements except as provided in this Agreement. Grantor will not make any other assignment of its rights under the Assigned Agreements as contemplated by the Operative Documents (as in effect on the Closing Date) and other than such assignments as constitute Permitted Liens. (h) Grantor agrees that any action or proceeding to enforce this Agreement or any Assigned Agreement may be taken by the Agent either in Grantor's name or in the Agent's name, as the Agent may deem necessary. (i) that Except as otherwise permitted under the Financing Agreement, Grantor shall not without the prior written consent of the Agent, (i) modify, amend, terminate, waive or supplement any representation made provision of any Assigned Agreement or any other agreement, contract or instrument included in this Guaranty was falsethe Collateral, misleading or incorrect when made or (ii) fail to exercise promptly and diligently each and every material right which it may have under each Assigned Agreement (other than any right of termination), or (iii) fail to deliver to the Agent a breach copy of each demand, notice or violation document received or given by it relating in any way to any of any material agreement or other material instrument the Assigned Agreements. (j) Except as disclosed in writing to the Agent, Grantor has obtained all necessary consents to this Agreement from each of the parties to the Assigned Agreements to which it Grantor is a party (the "Contracting Parties"), and agrees to obtain consents from each other Contracting Party and each future or by successor Contracting Party with respect to each material Assigned Agreement to which it Grantor is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance a party. (k) Grantor shall give to the Agent prompt notice of any court, government event of default under any Assigned Agreement of which Grantor has knowledge or governmental authority having jurisdiction over it or its property, in any such case as to the extent such breach or violation would, in the Guarantor’s judgment, materially adversely affect the Guarantor’s ability to perform its obligations under Section 1 hereofwhich Grantor has received notice.

Covenants and Representations. The Guarantor makes the following covenants representations in paragraphs (a), (b) and representations (c) as of the date hereof and the following covenant in paragraph (d) as the basis for its undertakings hereunder: (a) It is a corporation duly organized, and validly existing in good standing under the laws of the State of Delaware, duly authorized to conduct business under the laws of the State of New York, has the corporate power to enter into this Guaranty and to perform its obligations hereunder, and by proper corporate action has duly authorized the execution and delivery of this Guaranty and performance of its obligations hereunder. This Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforceability may be limited by laws relating to bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by the availability of equitable remedies (whether considered in an action at law or in equity). (b) The execution and delivery of this Guaranty and all documents, instruments and certificates relating thereto and the performance of its obligations hereunder do not and will not conflict with, or constitute a breach or result in a violation of, its articles or of incorporation or bylaws, or any material agreement or other material instrument to which it is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over it or its property, the violation of any of which would have a material adverse effect upon the Guarantor’s ability to perform its obligations hereunder. (c) Except for the matters disclosed in the Private Offering Memorandum with respect to the Bonds Official Statement, dated May 12November 7, 1999 2012 or in the GuarantorCompany’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K filed with the U.S. Securities and Exchange Commission, there are no pending or, to the best of its knowledge, threatened actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, which could reasonably be expected to adversely affect in a material way its the Guarantor’s business or financial condition or its ability to perform its obligations under this Guaranty. (d) The Guarantor hereby covenants to notify the Trustee and the Issuer in writing immediately of the occurrence of any Event of Default hereunder or upon becoming aware (i) that any representation made in this Guaranty was false, misleading or materially incorrect when made or (ii) of a breach or violation of any material agreement or other material instrument to which it is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over it or its property, in any such case to the extent such breach or violation would, in the Guarantor’s judgment, materially adversely affect the Guarantor’s ability to perform its obligations under Section 1 hereof.