Common use of Guarantor Representations Clause in Contracts

Guarantor Representations. (a) The Guarantor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware. It has all requisite power and authority to execute, deliver and perform its obligations under each Transaction Document that it has entered into and to perform the terms thereof. (b) The Guarantor is duly qualified and in good standing in each state or territory where necessary to carry on its present businesses and operations, except in jurisdictions in which the failure to be qualified and in good standing could not reasonably be expected to have a Material Adverse Effect. (c) The execution, delivery and performance by it of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company action. (d) The execution, delivery and performance by the Guarantor of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (1) violate (x) its certificate of formation or limited liability company agreement; (y) any provision of law applicable to it (except where such violation will not cause a Material Adverse Effect) or (z) any order, judgment or decree of any Governmental Authority binding on it or any of its property (except where such violation will not cause a Material Adverse Effect); (2) result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation binding upon it or its property (except where such breach or default will not cause a Material Adverse Effect); or (3) result in or require the creation or imposition of any Lien (other than Liens permitted by the terms of the Indenture or created hereby) upon its assets. (e) The execution and delivery by the Guarantor of this Agreement, and the consummation of the transactions contemplated hereby do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or any other Person which has not been obtained or made and is in full force and effect other than any of the foregoing the failure to have made or obtained will not cause a Material Adverse Effect. (f) This Agreement is the legally valid and binding obligation of the Guarantor, enforceable against it, in accordance with its respective terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor rights and general equitable principles.

Guarantor Representations. Each Guarantor hereby represents and warrants that: (ai) The Guarantor it is duly organized, validly existing and in good standing as a limited liability company under the laws of the State jurisdiction of Delaware. It has all requisite power and authority its organization (to execute, deliver and perform the extent such concept is applicable in its obligations under each Transaction Document that jurisdiction of organization); (ii) it has entered into the full power, authority, legal right and has taken all necessary action to perform execute and deliver this Agreement; (iii) the execution and delivery of this Agreement by such Guarantor, and the performance of, and compliance with, the terms thereof. of this Agreement by such Guarantor, will not violate its organizational documents or constitute a default (bor an event which, with notice or lapse of time, or both, would constitute a default) The Guarantor is duly qualified and under, or result in good standing in each state the breach of, any material agreement or territory where necessary to carry on its present businesses and operations, except in jurisdictions in which the failure to be qualified and in good standing could not reasonably be expected to have a Material Adverse Effect. (c) The execution, delivery and performance by it of the Transaction Documents other instrument to which it is a party or that is applicable to such Guarantor or any of its assets, in each case that materially and adversely affect its ability to carry out the transactions contemplated by this Agreement; (iv) this Agreement constitutes a valid and legally binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and by principles of equity (regardless of whether enforceability is considered in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law; (v) each of the representations and warranties made by such Guarantor in or pursuant to the Loan Documents is true and correct in all material respects on and as of the Assumption Effective Date as if made on and as of the Assumption Effective Date (except that any representation or warranty that by its terms is made as of an earlier date is true and correct in all material respects as of such earlier date); and (vi) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing, or will result from the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company action. (d) The execution, delivery and performance by the Guarantor of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (1) violate (x) its certificate of formation or limited liability company agreement; (y) any provision of law applicable to it (except where such violation will not cause a Material Adverse Effect) or (z) any order, judgment or decree of any Governmental Authority binding on it or any of its property (except where such violation will not cause a Material Adverse Effect); (2) result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation binding upon it or its property (except where such breach or default will not cause a Material Adverse Effect); or (3) result in or require the creation or imposition of any Lien (other than Liens permitted by the terms of the Indenture or created hereby) upon its assets. (e) The execution and delivery by the Guarantor of this Agreement, and the consummation of the transactions contemplated hereby do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or any other Person which has not been obtained or made and is in full force and effect other than any of the foregoing the failure to have made or obtained will not cause a Material Adverse Effect. (f) This Agreement is the legally valid and binding obligation of the Guarantor, enforceable against it, in accordance with its respective terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor rights and general equitable principles.

Guarantor Representations. Each Guarantor hereby represents and warrants that: (ai) The Guarantor it is duly organized, validly existing and in good standing as a limited liability company under the laws of the State jurisdiction of Delaware. It has all requisite power and authority its organization (to execute, deliver and perform the extent such concept is applicable in its obligations under each Transaction Document that jurisdiction of organization); (ii) it has entered into the full power, authority, legal right and has taken all necessary action to perform execute and deliver this Agreement; (iii) the execution and delivery of this Agreement by such Guarantor, and the performance of, and compliance with, the terms thereof. of this Agreement by such Guarantor, will not violate its organizational documents or constitute a default (bor an event which, with notice or lapse of time, or both, would constitute a default) The Guarantor is duly qualified and under, or result in good standing in each state the breach of, any material agreement or territory where necessary to carry on its present businesses and operations, except in jurisdictions in which the failure to be qualified and in good standing could not reasonably be expected to have a Material Adverse Effect. (c) The execution, delivery and performance by it of the Transaction Documents other instrument to which it is a party or that is applicable to such Guarantor or any of its assets, in each case that materially and adversely affect its ability to carry out the transactions contemplated by this Agreement; (iv) this Agreement constitutes a valid and legally binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and by principles of equity (regardless of whether enforceability is considered in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law; (v) each of the representations and warranties made by such Guarantor in or pursuant to the Secured Note Documents is true and correct in all material respects on and as of the Assumption Effective Date as if made on and as of the Assumption Effective Date (except that any representation or warranty that by its terms is made as of an earlier date is true and correct in all material respects as of such earlier date); and (vi) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing, or will result from the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company action. (d) The execution, delivery and performance by the Guarantor of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (1) violate (x) its certificate of formation or limited liability company agreement; (y) any provision of law applicable to it (except where such violation will not cause a Material Adverse Effect) or (z) any order, judgment or decree of any Governmental Authority binding on it or any of its property (except where such violation will not cause a Material Adverse Effect); (2) result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation binding upon it or its property (except where such breach or default will not cause a Material Adverse Effect); or (3) result in or require the creation or imposition of any Lien (other than Liens permitted by the terms of the Indenture or created hereby) upon its assets. (e) The execution and delivery by the Guarantor of this Agreement, and the consummation of the transactions contemplated hereby do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or any other Person which has not been obtained or made and is in full force and effect other than any of the foregoing the failure to have made or obtained will not cause a Material Adverse Effect. (f) This Agreement is the legally valid and binding obligation of the Guarantor, enforceable against it, in accordance with its respective terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor rights and general equitable principles.

Guarantor Representations. (a) . (a) The Guarantor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State its state of Delawareformation. It has all requisite power and authority to executeown and operate its properties, deliver to carry on its businesses as now conducted and perform its obligations under proposed to be conducted. It has all requisite power and authority to enter into each Transaction Document that to which it has entered into is a party and to perform the terms thereof. (ba) The Guarantor is duly qualified and in good standing in each state or territory where necessary to carry on its present businesses and operations, except in jurisdictions in which the failure to be qualified and in good standing could not reasonably be expected to have a Material Adverse Effect. (cb) The Guarantor has the power and authority to guarantee the Obligations and pledge the Collateral as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. The execution, delivery and performance by it of the Transaction Documents to which it is a party this Agreement and the consummation of the transactions contemplated thereby hereby have been duly authorized by all necessary limited liability company action. (dc) The execution, delivery and performance by the Guarantor of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (1) violate (x) its certificate of formation or limited liability company agreement; (y) any provision of law applicable to it (except where such violation will not cause have a Material Adverse Effect) or (z) any order, judgment or decree of any Governmental Authority binding on it or any of its property (except where such violation will not cause have a Material Adverse Effect); (2) result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation binding upon it or its property (except where such breach or default will not cause have a Material Adverse Effect); or (3) result in or require the creation or imposition of any material Lien (other than Liens permitted by the terms of the Indenture or created hereby) upon its assets; or (4) require any approval or consent of any Person under any Contractual Obligation binding upon it or its property, which approvals or consents have not been obtained on or before the dates required under such Contractual Obligation (except where the failure to obtain such approval or consent will not have a Material Adverse Effect). (ed) The execution and delivery by the Guarantor it of this Agreement, and the consummation of the transactions contemplated hereby do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority or any other Person which has not been obtained or made and is in full force and effect other than any of the foregoing the failure to have made or obtained which will not cause have a Material Adverse Effect. (fe) This Agreement is the legally valid and binding obligation of the Guarantor, enforceable against it, in accordance with its respective terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor’s rights. (f) The Guarantor (a) has not entered into this Agreement with the actual intent to hinder, delay, or defraud any creditor rights and general equitable principles(b) received reasonably equivalent value in exchange for the incurrence of the Obligations hereunder. After giving effect to the incurrence of the Obligations hereunder, the fair saleable value of the Guarantor’s assets taken as a whole exceed the Guarantor’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and Contingent Obligations. The fair saleable value of the Guarantor’s assets taken as a whole, immediately following the incurrence of the Obligations hereunder, is greater than the Guarantor’s probable liabilities, including the maximum amount of its Contingent Obligations on its debts as such debts become absolute and matured. The Guarantor’s assets, immediately following the incurrence of the Obligations hereunder, do not constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Guarantor does not intend to, and does not believe that it will, incur Indebtedness and liabilities (including Contingent Obligations and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by the Guarantor and the amounts to be payable on or in respect of obligations of the Guarantor) (g) The Guarantor does not maintain or contribute to, or have any obligation or liability under or with respect to, any Employee Benefit Plan and, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no ERISA Affiliate of the Guarantor maintains or contributes to, or has any obligation or liability under or with respect to, any Employee Benefit Plan. The Guarantor does not have any liability relating to an Employee Benefit Plan that could result in a Lien on the assets of the Guarantor in favor of the Pension Benefit Guaranty Corporation or any Employee Benefit Plan pursuant to ERISA or the Code (or any successor thereto) with respect to any Employee Benefit Plan and no such Lien has arisen during the 6 year period prior to the date on which this representation is made or deemed made and, except as would not, individually or in the aggregate, reasonably be expect to have a Material Adverse Effect, no ERISA Affiliate of the Guarantor has any liability relating to an Employee Benefit Plan that could result in a Lien on the assets of such ERISA Affiliate in favor of the Pension Benefit Guaranty Corporation or any Employee Benefit Plan pursuant to ERISA or the Code (or any successor thereto) with respect to any Employee Benefit Plan and no such Lien has arisen during the 6 year period prior to the date on which this representation is made or deemed made.