Guarantor Representations, Warranties and Covenants Sample Clauses

Guarantor Representations, Warranties and Covenants. Guarantor represents, warrants and covenants to Administrative Agent and each other Secured Party that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at the request of Borrower and not at the request of Administrative Agent or any other Secured Party; (c) Guarantor has the requisite power and authority to execute and deliver this Guaranty and the other Loan Documents to which Guarantor is a party and to perform its respective obligations hereunder and thereunder; (d) the execution and delivery by Guarantor of this Guaranty and the other Loan Documents to which Guarantor is a party and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate proceedings, and this Guaranty and the other Loan Documents to which Guarantor is a party constitute legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally; (e) neither the execution and delivery by Guarantor of this Guaranty and the other Loan Documents to which Guarantor is a party, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof or thereof, will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Guarantor or (ii) Guarantor’s articles of organization, operating or other management agreement, or other constitutive or organizing document, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement to which Guarantor is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default hereunder or thereunder, or result in, or require, the creation or imposition of any lien in, of or on the property of Guarantor pursuant to the terms of any such indenture, instrument or agreement; (f) neither Administrative Agent nor any other Secured Party has made any representation to Guarantor as to the creditworthiness of Borrower; (g) Guarantor is familiar with the current financial condition of Borrower and has established adequate means of obtaining from Borrower on a continuing basis information regarding the future financial condition of Borrower and is not relying o...
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Guarantor Representations, Warranties and Covenants. The Guarantor hereby represents, warrants and further covenants that:
Sample 1Sample 2See All (4)
Guarantor Representations, Warranties and Covenants. Guarantor hereby represents, warrants, and covenants that:
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Related to Guarantor Representations, Warranties and Covenants

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • 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 deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants, throughout the term of this Agreement and until all Obligations have been paid and performed in full:

  • Company Representations, Warranties and Covenants The Company hereby represents, warrants and agrees as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Perfection Representations, Warranties and Covenants The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

  • Representations, Warranties and Covenants of the Issuer Upon the execution of the applicable Terms Agreement, the Issuer represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

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