Common use of Guarantor Representations Clause in Contracts

Guarantor Representations. Guarantor represents and warrants to Seller as of the Execution Date and as of the Closing as follows: (a) Guarantor is a corporation that is validly existing and in good standing under the Laws of the State of Delaware. (b) Guarantor has the full organizational power and authority to carry on its business as presently conducted, to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the Contemplated Transactions. (c) The execution and delivery by Guarantor of this Agreement, and the performance by Guarantor of its obligations under this Agreement, have been duly authorized by all necessary organizational action of Guarantor, including any required board of director, stockholder, and other authorizations or approvals under the Entity Law applicable to, or the Organizational Documents of, Guarantor. (d) This Agreement has been duly executed and delivered by Guarantor, and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors’ rights generally, and to general equitable principles. (e) This Agreement, when executed and delivered by Guarantor, will have been duly executed and delivered by Guarantor, and will constitute the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles. (f) Except as would not reasonably be expected to have a material adverse effect on the ability of Guarantor to comply with its obligations hereunder, the execution, delivery, and performance by Guarantor of this Agreement does not: (a) result in a violation or breach of any Law or Order that is binding on Guarantor or any of Guarantor’s material assets or properties; (b) contravene or result in a violation of any provision of the Organizational Documents of Guarantor; or (c) constitute a default or an event of default under, require any filing, notice, waiver, consent, authorization, or approval under, or result in or give any third party any right of termination, cancellation, or acceleration of the obligations under, any material contract or agreement to which Guarantor is a party or to which its assets are bound.

Guarantor Representations. The Guarantor represents hereby makes the following representations and warrants to Seller as warranties for the benefit of the Execution Date and Purchaser as of the Closing as followsDate and on each Purchase Date: (a) The Guarantor is a corporation that is (i) duly organized, validly existing and existing, and, to the extent applicable under the Laws of its jurisdiction of organization, in good standing under the Laws of the State its jurisdiction of Delaware. (b) Guarantor organization and has the full all organizational power powers and authority all material governmental licenses, authorizations, consents, and approvals required to carry on its business as presently conductednow conducted and (ii) is qualified to do business in every jurisdiction where the nature of its business requires it to be so qualified, except, with respect to clause (ii), to execute the extent that failure to so qualify would not reasonably be expected to adversely affect, in any material respect, its ability to perform its obligations hereunder and would not have a material adverse effect on the interests of the Purchaser under the Purchase Documents. (b) The Guarantor has the requisite power and authority to enter into and deliver this Agreement, and it has taken all necessary corporate or other action required to perform its obligations under this Agreementauthorize the execution, delivery and to consummate the Contemplated Transactions. (c) The execution and delivery by Guarantor performance of this Agreement, and the performance by Guarantor of its obligations under this Agreement, have been duly authorized by all necessary organizational action of Guarantor, including any required board of director, stockholder, and other authorizations or approvals under the Entity Law applicable to, or the Organizational Documents of, Guarantor. (d) . This Agreement has been duly executed and delivered by the Guarantor, and . (c) This Agreement constitutes the legal, valid, valid and binding obligation obligations of the Guarantor, enforceable against the Guarantor in accordance with its terms, except to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratoriummoratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. (d) Neither the execution nor the delivery of this Agreement, nor the performance of or compliance with the terms and provisions hereof will conflict with or result in a breach of or give rise to a default under (i) any Laws, (ii) any indenture, loan agreement, security agreement, instrument or other material agreement binding upon the Guarantor or any of its properties, or other similar Laws affecting (iii) any provision of the enforcement Guarantor’s organizational documents, except, in the case of creditors’ rights generallyclauses (i) and (ii) only, any such conflict, breach or default which would not reasonably be expected to adversely affect, in any material respect, its ability to perform its obligations hereunder and to general equitable principleswould not have a material adverse effect on the interests of the Purchaser under the Purchase Documents. (e) This No authorization, consent or approval or other action by, and no notice to or filing with, any Governmental Authority is required to be obtained or made by the Guarantor for the due execution, delivery and performance by it of this Agreement, when executed and delivered by Guarantorexcept authorizations, will consents, approvals, notices or filings which have been duly executed and delivered by Guarantormade, and will constitute the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratoriumobtained or given, or other similar Laws affecting which, if not made, obtained or given, individually or in the enforcement aggregate, would not reasonably be expected to adversely affect, in any material respect, its ability to perform its obligations hereunder and would not have a material adverse effect on the interests of creditors’ rights generally and to general equitable principlesthe Purchaser under the Purchase Documents. (f) Except as would not No Insolvency Event with respect to the Guarantor has occurred and is continuing. (g) There is no pending or, to its knowledge, threatened action, proceeding, investigation or injunction, writ or restraining order affecting the Guarantor or any of its affiliates before any court, governmental entity or arbitrator, which could reasonably be expected to have a material adverse effect on the enforceability of this Agreement (including, without limitation, the enforceability of the Purchaser’s ownership interest in the Purchased Receivables) or the ability of the Guarantor to comply with perform its obligations hereunder. (h) Neither the Guarantor nor any of its Subsidiaries nor, to the executionknowledge of the Guarantor, deliveryany affiliate or any director, officer, agent or other Person acting on behalf of the Guarantor or any of its Subsidiaries (i) is a Sanctioned Person, (ii) has any business affiliation or commercial dealings with, or investments in, any Sanctioned Country or Sanctioned Person except to the extent such activity has been licensed or approved by OFAC and performance by would not cause the Purchaser to be in violation of Sanctions Laws or (iii) is the subject of any action or investigation under any Sanctions Laws or Anti-Money Laundering Laws. (i) Neither the Guarantor nor any of this Agreement does not: (a) its Subsidiaries nor, to the knowledge of the Guarantor, any director, officer, agent or other person acting on behalf of the Guarantor or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a violation by such persons of Anti-Corruption Laws or breach of any Law or Order that is binding on Anti-Money Laundering Laws; and the Guarantor or any of Guarantor’s material assets or properties; (b) contravene or result in a violation of any provision of the Organizational Documents of Guarantor; or (c) constitute a default or an event of default under, require any filing, notice, waiver, consent, authorization, or approval under, or result in or give any third party any right of termination, cancellation, or acceleration of the obligations under, any material contract or agreement has instituted and maintains policies and procedures designed to which Guarantor is a party or to which its assets are boundensure continued compliance therewith.

Guarantor Representations. The Guarantor hereby represents and warrants to Seller the Administrative Agent and the Lenders as follows: a. each of the Execution Date representations and warranties of the Guarantor contained or incorporated in any Loan Document is true and correct in all material respects on and as of the Closing date hereof except if any such representation or warranty was made as follows:of a specific date, then the same shall have been true and correct in all material respects as of such specific date; (a) Guarantor is a corporation that is validly existing and in good standing under the Laws b. as of the State date hereof and immediately after giving effect to this Agreement and the actions contemplated hereby, the Guarantor (i) has a Net Worth of Delaware.not less than Guarantor’s Minimum Net Worth and (ii) has Liquid Assets of not less than Guarantor’s Minimum Liquid Assets; (b) c. the Guarantor has the full organizational all necessary limited liability company, corporate, or limited partnership power and authority to carry on its business as presently conductedexecute, to execute deliver and deliver this Agreement, to perform its obligations under this Agreement; the execution, delivery and to consummate the Contemplated Transactions. (c) The execution and delivery by Guarantor performance of this Agreement, and the performance by Guarantor of its obligations under this Agreement, have Agreement has been duly authorized by all necessary organizational action of Guarantorlimited liability company, including any required board of director, stockholder, and other authorizations or approvals under the Entity Law applicable tocorporate, or limited partnership action on the Organizational Documents of, part of the Guarantor. (d) This ; and this Agreement has been duly and validly executed and delivered by Guarantor, the Guarantor and constitutes the legal, valid, valid and binding obligation of the Guarantor, enforceable against Guarantor in accordance with its terms, except to the extent that as such enforceability may be subject to applicable limited by (i) bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar Laws affecting the enforcement laws of creditors’ rights generally, and to general equitable principles. (e) This Agreement, when executed and delivered by Guarantor, will have been duly executed and delivered by Guarantor, and will constitute the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws applicability affecting the enforcement of creditors’ rights generally and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and d. the execution and delivery of this Agreement by the Guarantor (i) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for such as have been obtained or made and are in full force and effect, (ii) will not violate the operating agreement or by-laws of the Guarantor, (iii) will not violate or result in a default under any applicable law or regulation, any order of any Governmental Authority, indenture, agreement or other instrument binding upon the Guarantor or any of its assets, or give rise to general equitable principles. (f) Except as a right thereunder to require any payment to be made by any such Person, in each case to the extent such violation or default would not reasonably be expected to have a material adverse effect on the ability of Guarantor to comply with its obligations hereunder, the execution, delivery, and performance by Guarantor of this Agreement does not: (a) result in a violation Material Adverse Effect, and (iv) will not result in the creation or breach imposition of any Law or Order that is binding Lien on Guarantor or any of Guarantor’s material assets or properties; (b) contravene or result in a violation of any provision asset of the Organizational Documents of Guarantor; or (c) constitute a default or an event of default under, require any filing, notice, waiver, consent, authorization, or approval under, or result in or give any third party any right of termination, cancellation, or acceleration of the obligations under, any material contract or agreement to which Guarantor is a party or to which its assets are bound.

Guarantor Representations. Guarantor represents and warrants to Seller as In the case of the Execution Date and as of the Closing as followseach Guarantor: (a) Each Guarantor (i) is a corporation that is duly organized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delawareits organization, (ii) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Guarantor has the full corporate or other organizational power and authority to carry on its business as presently conducted, to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the Contemplated Transactions. (c) The execution and delivery by Guarantor of this Agreementauthority, and the performance by Guarantor of its obligations under this Agreementlegal right, have been duly authorized by to make, deliver and perform the Loan Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of Guarantor, including any required board of director, stockholder, and other authorizations the Loan Documents to which it is a party. No consent or approvals under the Entity Law applicable to, or the Organizational Documents authorization of, Guarantor. (d) filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Guarantor is a party. This Agreement has been been, and each other Loan Document to which it is a party will be, duly executed and delivered by on behalf of each Guarantor. This Agreement constitutes, and constitutes the each other Loan Document to which it is a party when executed and delivered will constitute, a legal, valid, valid and binding obligation of Guarantor, each Guarantor enforceable against such Guarantor in accordance with its terms, except subject to the extent that such enforceability may be subject to applicable effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or moratorium and other similar Laws laws relating to or affecting the enforcement of creditors’ ' rights generally, and to general equitable principlesprinciples (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ec) This AgreementThe execution, when executed delivery and delivered by Guarantor, performance of the Loan Documents to which each Guarantor is a party will have been duly executed and delivered by Guarantor, not violate any Requirement of Law or material Contractual Obligation of such Guarantor or of any of its Subsidiaries and will constitute the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratoriumnot result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or material Contractual Obligation (other similar Laws affecting the enforcement of creditors’ rights generally and than pursuant to general equitable principles. this Agreement). (f) Except as would not (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of each Guarantor, threatened by or against such Guarantor or any of its Subsidiaries or against any of its or their respective properties or revenues (x) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (y) which could reasonably be expected to have a material adverse effect on the ability of Guarantor to comply with its obligations hereunder, the execution, delivery, and performance by Guarantor of this Agreement does not: (a) result in a violation or breach of any Law or Order that is binding on Guarantor or any of Guarantor’s material assets or properties; (b) contravene or result in a violation of any provision of the Organizational Documents of Guarantor; or (c) constitute a default or an event of default under, require any filing, notice, waiver, consent, authorization, or approval under, or result in or give any third party any right of termination, cancellation, or acceleration of the obligations under, any material contract or agreement to which Guarantor is a party or to which its assets are boundMaterial Adverse Effect.

Guarantor Representations. The Guarantor represents hereby makes the following representations and warrants to Seller as warranties for the benefit of the Execution Date and Purchaser as of the Closing as follows:Date and on each Purchase Date: 163908148 (a) The Guarantor is a corporation that is (i) duly organized, validly existing and existing, and, to the extent applicable under the Laws of its jurisdiction of organization, in good standing under the Laws of the State its jurisdiction of Delaware. (b) Guarantor organization and has the full all organizational power powers and authority all material governmental licenses, authorizations, consents, and approvals required to carry on its business as presently conductednow conducted and (ii) is qualified to do business in every jurisdiction where the nature of its business requires it to be so qualified, except, with respect to clause (ii), to execute the extent that failure to so qualify would not reasonably be expected to adversely affect its ability to perform its obligations hereunder and would not have an adverse effect on the interests of the Purchaser under the Purchase Documents. (b) The Guarantor has the requisite power and authority to enter into and deliver this Agreement, and it has taken all necessary corporate or other action required to perform its obligations under this Agreementauthorize the execution, delivery and to consummate the Contemplated Transactions. (c) The execution and delivery by Guarantor performance of this Agreement, and the performance by Guarantor of its obligations under this Agreement, have been duly authorized by all necessary organizational action of Guarantor, including any required board of director, stockholder, and other authorizations or approvals under the Entity Law applicable to, or the Organizational Documents of, Guarantor. (d) . This Agreement has been duly executed and delivered by the Guarantor, and . (c) This Agreement constitutes the legal, valid, valid and binding obligation obligations of the Guarantor, enforceable against Guarantor in accordance with its terms, except to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratoriummoratorium and other Laws of general application affecting the rights and remedies of creditors and general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at Law. (d) Neither the execution nor the delivery of this Agreement, nor the performance of or compliance with the terms and provisions hereof will conflict with or result in a breach of or give rise to a default under (i) any Laws, (ii) any indenture, loan agreement, security agreement, instrument or other material agreement binding upon the Guarantor or any of its properties, or other similar Laws affecting (iii) any provision of the enforcement of creditors’ rights generally, and to general equitable principlesGuarantor’s organizational documents. (e) This AgreementNo authorization, when executed and delivered by Guarantor, will have been duly executed and delivered by Guarantorconsent or approval or other action by, and will constitute no notice to or filing with, any Governmental Authority is required to be obtained or made by the legalGuarantor for the due execution, valid, delivery and binding obligation performance by it of Guarantor, enforceable against Guarantor in accordance with its terms, except to the extent that such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principlesthis Agreement. (f) Except as would not No Insolvency Event with respect to the Guarantor has occurred and is continuing. (g) There is no pending or, to its knowledge, threatened action, proceeding, investigation or injunction, writ or restraining order affecting the Guarantor or, to the knowledge of the Guarantor, any of its affiliates before any court, governmental entity or arbitrator, which could reasonably be expected to have a material an adverse effect on the enforceability of this Agreement (including, without limitation, the enforceability of the Purchaser’s ownership interest in the Purchased Receivables) or the ability of the Guarantor to comply with perform its obligations hereunder. (h) Neither the Guarantor nor any of its Subsidiaries nor, to the executionknowledge of the Guarantor, deliveryany affiliate or any director, and performance by officer, agent or other Person acting on behalf of the Guarantor or any of this Agreement does not: its Subsidiaries (ai) is a Sanctioned Person, (ii) has any business affiliation or commercial dealings with, or investments in, any Sanctioned Country or Sanctioned Person or (iii) is the subject of any action or investigation under any Sanctions Laws, Anti-Corruption Laws and/or Anti-Money Laundering Laws. 163908148 (i) Neither the Guarantor nor any of its Subsidiaries nor, to the knowledge of the Guarantor, any affiliate or any director, officer, agent or other person acting on behalf of the Guarantor or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a violation or breach by such persons of any Law Sanctions Laws, Anti-Corruption Laws or Order Anti-Money Laundering Laws; and the Guarantor has instituted and maintains policies and procedures designed to ensure continued compliance therewith. (j) Neither the Guarantor nor any of its Subsidiaries nor, to the knowledge of the Guarantor, any affiliate or any director, officer, agent or other person acting in any capacity in connection with or directly benefitting from the receivables purchase facility established hereby is engaged, will engage, or will conspire to engage in any transaction that is binding evades or avoids, or has the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in any AntiCorruption Laws, Anti-Money Laundering Laws and/or Sanctions Laws by the Guarantor and any of its Subsidiaries, affiliates, directors, officers, employees, agents or other persons acting on behalf of the Guarantor or any of Guarantor’s material assets or properties; its Subsidiaries. (bk) contravene or result in a violation of any provision As of the Organizational Documents Closing Date, the information included in the Certification of Guarantor; or (cBeneficial Owner(s) constitute a default or an event of default under, require any filing, notice, waiver, consent, authorization, or approval under, or result in or give any third party any right of termination, cancellation, or acceleration of with respect to the obligations under, any material contract or agreement to which Guarantor is a party or to which its assets are boundtrue and correct in all respects.