Common use of Guarantor’s Representations and Warranties Clause in Contracts

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (i) the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the authorized officers of the Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender that the Guarantor has a direct and substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, hedging arrangements, discounts, purchases of property and other transactions and events resulting in the creation of the Indebtedness guaranteed hereby, and that this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions in accordance with Paragraph 4, if at any time, in the opinion of the directors or officers of the Guarantor, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to the future Indebtedness of the Borrower. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender may rely conclusively on a continuing warranty, hereby made, that the Guarantor continues to be benefited by this Guaranty and the Lender shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefits.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender GCA that (i) the Guarantor is a corporationlimited liability company, duly organized and existing in good standing under the laws of the state in which it was organized and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles or certificate of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the authorized officers of the Guarantor and constitutes its lawful, lawful and binding and legally enforceable obligation; and (iv) the authorization, executionexecution and delivery by the Guarantor of, delivery and the performance of the Obligations under, this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender GCA that the Guarantor has a direct and substantial economic interest in the Borrower Infonox and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, hedging arrangements, discounts, purchases of property the Infonox Agreements and such other transactions and events resulting in the creation of the Indebtedness guaranteed Obligations guarantied hereby, and that this Guaranty is given for a corporate purpose. 4. Dissolution or Insolvency of Guarantor. The dissolution or adjudication of bankruptcy of the Guarantor agrees to rely exclusively on the right to shall not revoke this Guaranty prospectively Guaranty, except upon actual receipt of written notice thereof by GCA and only prospectively, as to future transactions in accordance with Paragraph 4transactions, if at any time, in the opinion of the directors or officers of the Guarantor, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to the future Indebtedness of the Borrower. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender may rely conclusively on a continuing warranty, hereby made, that the Guarantor continues to be benefited by this Guaranty and the Lender shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefitsherein set forth.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender Parties that (ia) the Guarantor is a corporationan entity of the type described in the preamble to this Guaranty, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (iib) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do does not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws constituent documents or any agreement presently binding on itGuarantor; (iiic) this Guaranty has been duly executed and delivered by the authorized officers of the Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (ivd) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender Parties that the Guarantor has a direct and substantial economic interest in the each Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, hedging arrangements, discounts, purchases of property and other transactions and events resulting in the creation of the Indebtedness guaranteed Obligations guarantied hereby, and that this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions in accordance with Paragraph 4, if at any time, in the opinion of the directors or officers of the Guarantor, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to the future Indebtedness of the Borrower. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender Parties may rely conclusively on a continuing warranty, hereby made, that the Guarantor continues to be benefited by this Guaranty and the Lender Parties shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender Parties without regard to the receipt, nature or value of any such benefits. Guarantor represents and warrants to the Lender Parties that, from and after the date of this Guaranty, none of PAL, Aurora East, or Xxxxxx Xxxx shall perform any of the following (and Guarantor hereby covenants and agrees that it shall not direct, authorize or otherwise permit PAL, Aurora East, or Xxxxxx Xxxx to perform any of the following (whether in its capacity as a member of PAL or otherwise) and shall exercise all voting rights it may hold with respect to PAL, Aurora East, or Xxxxxx Xxxx in a manner that ensures that none of the following shall occur): (a) sell, assign, transfer or otherwise alienate ownership of any of the Aurora Assets without the prior written consent of the Lender Parties, or (b) incur, create, assume, or suffer to exist any lien, security interest, pledge, charge, encumbrance, or other limitation as to the Aurora Assets or the Sale Proceeds or incur any indebtedness (secured or unsecured, direct or contingent including guaranteeing any obligation) without the prior written consent of the Lender Parties. The Aurora Assets are now, and Guarantor will at all times ensure that the Aurora Assets remain, free and clear of all liens and encumbrances except for any liens and encumbrances in favor of the Lender Parties.

Guarantor’s Representations and Warranties. The Each Guarantor represents and warrants to the Lender that that: (i) the such Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and performance of this Guaranty by the such Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws Constituent Documents or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the authorized officers Officers of the such Guarantor and constitutes its lawful, binding and legally enforceable obligation, except as limited by equitable principles and bankruptcy, insolvency and similar laws affecting creditors’ rights; and (iv) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Each Guarantor represents and warrants to the Lender that the such Guarantor has a direct and substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, hedging arrangements, discounts, purchases of property and other transactions and events resulting in the creation of the Indebtedness guaranteed guarantied hereby, and that this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions in accordance with Paragraph 4, if at any time, in the opinion of the directors or officers of the Guarantor, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to the future Indebtedness of the Borrower. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender may rely conclusively on a continuing warranty, hereby made, that the such Guarantor continues to be benefited by this Guaranty and the Lender shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefits.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (i) the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws Constituent Documents or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the authorized officers Officers of the Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender that the Guarantor has a direct and substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, hedging arrangements, discounts, purchases of property and other transactions and events resulting in the creation of the Indebtedness guaranteed guarantied hereby, and that this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions in accordance with Paragraph 4, if at any time, in the opinion of the directors or officers of the Guarantor, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to the future Indebtedness of the Borrower. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender may rely conclusively on a continuing warranty, hereby made, that the Guarantor continues to be benefited by this Guaranty and the Lender shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefits.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender GCA that (i) the Guarantor is a corporationlimited liability company, duly organized and existing in good standing under the laws of the state in which it was organized and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles or certificate of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the authorized officers of the Guarantor and constitutes its lawful, lawful and binding and legally enforceable obligation; and (iv) the authorization, executionexecution and delivery by the Guarantor of, delivery and the performance of the Obligations under, this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender GCA that the Guarantor has a direct and substantial economic interest in the Borrower Infonox and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, hedging arrangements, discounts, purchases of property the Infonox Agreements and such other transactions and events resulting in the creation of the Indebtedness guaranteed Obligations guarantied hereby, and that this Guaranty is given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions in accordance with Paragraph 4, if at any time, in the opinion of the directors or officers of the Guarantor, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to the future Indebtedness of the Borrower. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender may rely conclusively on a continuing warranty, hereby made, that the Guarantor continues to be benefited by this Guaranty and the Lender shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefits.

Guarantor’s Representations and Warranties. The Each Guarantor represents and warrants to the Lender that that: (ia) the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a corporationparty are true and correct in all material respects on and as of the Effective Date as if made on and as of such date, duly organized except to the extent that such representations and existing warranties specifically refer to an earlier date, in good standing which case they shall be true and has full power correct as of such earlier date; provided that any representation or warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and authority correct (after giving effect to make and deliver this Guarantyany qualification therein) in all respects; (iib) no Default has occurred which is continuing; (c) the execution, delivery and performance of this Guaranty by Agreement are within the corporate or other organizational power and authority of such Guarantor and have been duly authorized by all necessary appropriate action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on itproceedings; (iiid) this Guaranty has been duly executed and delivered by Agreement constitutes the authorized officers of the Guarantor and constitutes its lawfullegal, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender that the Guarantor has a direct and substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, hedging arrangements, discounts, purchases of property and other transactions and events resulting in the creation of the Indebtedness guaranteed herebyvalid, and that this Guaranty is given for a corporate purpose. The binding obligation of such Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions enforceable in accordance with Paragraph 4its terms, if at any timeexcept as limited by applicable bankruptcy, in insolvency, reorganization, moratorium, or similar laws affecting the opinion rights of the directors creditors generally and general principles of equity; (e) there are no governmental or officers of the Guarantorother third party consents, the benefits then being received licenses and approvals required to be obtained by the such Guarantor in connection with this Guaranty are not sufficient to warrant the continuance execution, delivery or performance of this Guaranty as Agreement by such Guarantor or the validity and enforceability of this Agreement against such Guarantor; (f) to its knowledge, it has no defenses to the future Indebtedness enforcement of the Borrower. Accordingly, so long as this Guaranty (other than the indefeasible payment in full of the Obligations); and (g) the Liens under the Security Documents to which such Guarantor is not revoked prospectively in accordance with Paragraph 4, a party are valid and subsisting and secure such Guarantor’s obligations under the Lender may rely conclusively on a continuing warranty, hereby made, that the Guarantor continues to be benefited by this Guaranty and the Lender shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefitsCredit Documents.

Guarantor’s Representations and Warranties. The Guarantor represents and warrants to the Lender that (i) the Guarantor is a corporationlimited liability company, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors governors and stockholders members and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation organization or bylaws operating agreement or any member control or other agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the authorized managers or officers of the Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender that the Guarantor has a direct and substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, hedging arrangements, discounts, purchases of property and other transactions and events resulting in the creation of the Indebtedness guaranteed hereby, Borrower's affairs and that this Guaranty is given for a corporate company purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions in accordance with Paragraph 4, if at any time, in the opinion of the directors or officers of the Guarantor, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to the future Indebtedness of the Borrower. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender may rely conclusively on a continuing warranty, hereby made, that the Guarantor continues to be benefited by this Guaranty and the Lender shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefits.

Guarantor’s Representations and Warranties. The Each Guarantor represents and warrants to the Lender that that: (ia) the representations and warranties of such Guarantor contained in the Guaranty and the representations and warranties contained in the other Credit Documents to which such Guarantor is a corporationparty are true and correct in all material respects on and as of the Effective Date as if made on and as of such date, duly organized except to the extent that such representations and existing warranties specifically refer to an earlier date, in good standing which case they shall be true and has full power correct as of such earlier date; provided that any representation or warranty qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and authority correct (after giving effect to make and deliver this Guarantyany qualification therein) in all respects; (iib) no Default has occurred which is continuing; (c) the execution, delivery and performance of this Guaranty by Agreement are within the corporate or other organizational power and authority of such Guarantor and have been duly authorized by all necessary appropriate action of its directors and stockholders and do not and will not violate the provisions of, or constitute a default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on itproceedings; (iiid) this Guaranty has been duly executed and delivered by Agreement constitutes the authorized officers of the Guarantor and constitutes its lawfullegal, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Guaranty do not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender that the Guarantor has a direct and substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial accommodations, hedging arrangements, discounts, purchases of property and other transactions and events resulting in the creation of the Indebtedness guaranteed herebyvalid, and that this Guaranty is given for a corporate purpose. The binding obligation of such Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions enforceable in accordance with Paragraph 4its terms, if at any timeexcept as limited by applicable bankruptcy, in insolvency, reorganization, moratorium, or similar laws affecting the opinion rights of the directors creditors generally and general principles of equity; (e) there are no governmental or officers of the Guarantorother third party consents, the benefits then being received licenses and approvals required to be obtained by the such Guarantor in connection with this Guaranty are not sufficient to warrant the continuance execution, delivery or performance of this Guaranty as Agreement by such Guarantor or the validity and enforceability of this Agreement against such Guarantor; (f) to its knowledge, it has no defenses to the future Indebtedness enforcement of the BorrowerGuaranty (other than the indefeasible payment in full of the Obligations); and (g) the Liens under the Security Documents to which such Guarantor is a party are valid and subsisting and secure such Guarantor’s obligations under the Credit Documents. AccordinglyXxxxx Energy Partners, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender may rely conclusively on a continuing warranty, hereby made, that the Guarantor continues to be benefited by this Guaranty and the Lender shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefits.L.P. Credit Agreement