Guarantor’s Representations, Warranties and Covenants. Section 3.1. The Guarantor represents and warrants, as of the date hereof:
(i) The Guarantor is duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power, authority and the legal right to execute, deliver and perform the terms of this Guaranty and each Operative Document to which it is a party (together, the "Calpine Documents").
(ii) The execution, delivery and performance by the Guarantor of the Calpine Documents have been duly authorized by all necessary corporate action. The Calpine Documents constitute legal, valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with their respective terms, except as such enforcement may be affected by applicable bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and by general principles of equity.
(iii) The execution, delivery and performance of the Calpine Documents will not (a) contravene any provision of law, rule or regulation to which the Guarantor is subject or any judgment, decree or order applicable to the Guarantor, (b) conflict or be inconsistent with or result in any breach of any terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien or other encumbrance upon any of the property or assets of the Guarantor pursuant to the terms of any agreement or other instrument to which the Guarantor is a party or by which it or its property is bound or to which it or its property may be subject, in each case the violation of which would have a material adverse effect on the business, operations, prospects, properties or assets, or in the condition, financial or otherwise, of the Guarantor, or (c) violate or contravene any provision of the articles of incorporation or by-laws of the Guarantor.
(iv) No pending or, to the knowledge of the Guarantor, threatened action, suit, investigation or proceedings against the Guarantor before any Governmental Entity exists which, if determined adversely to the Guarantor, would materially adversely affect the business, operations, prospects, properties or assets, or in its condition, financial or otherwise, or the Guarantor's ability to perform its obligations under the Calpine Documents.
(v) No consent from, authorization or approval or other action by, and no notice to or filing with, any Person is required for the execution, deli...
Guarantor’s Representations, Warranties and Covenants. Guarantor represents, warrants and covenants to Security Trustee and Lender that as of the Closing Date:
(a) Guarantor is a corporation duly organized and validly existing in good standing pursuant to the laws of the State of Utah; is duly qualified to do business as a foreign corporation in each jurisdiction in which its operations or the nature of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations hereunder and under the Guaranty; has the corporate power and authority to carry on its business as presently conducted and to enter into and perform its obligations hereunder and under the Guaranty; and its Internal Revenue Service employer identification number is correctly set forth on Schedule I hereto;
(b) the execution, delivery and performance by Guarantor of this Agreement and the Guaranty have been duly authorized by all necessary corporate action on the part of Guarantor, do not require any stockholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of Guarantor, and do not contravene the provisions of, or constitute a default under or results in the creation of any Lien (other than Permitted Liens) upon the property of Guarantor under, its Articles of Incorporation or Bylaws, any law, rule, regulation, judgment or court order binding on the Guarantor or any of its properties, or any indenture, mortgage, contract or other agreement to which Guarantor is a party or by which it or any of its properties may be bound or affected;
(c) the execution and delivery by Guarantor of this Agreement and the Guaranty and the performance by Guarantor of its obligations thereunder do not require the consent or approval or authorization of, the giving of notice to, or the registration with, or the taking of any other action under any applicable law or regulation in respect of any Governmental Authority;
(d) each of this Agreement and the Guaranty has been duly authorized, executed and delivered by Guarantor and constitutes legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to creditors’ rights generally and by general equitable principles (regardless of whether the issue of enforc...
Guarantor’s Representations, Warranties and Covenants. (a) Guarantor makes the following representations and warranties which shall survive the execution and delivery of this Guaranty:
(i) Guarantor has the power and authority to execute, deliver and carry out the terms and provisions of this Guaranty and has duly authorized, executed, and delivered the same.
(ii) Neither the execution and delivery of this Guaranty, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof, will contravene any provision of law, statute, rule or regulation to which Guarantor is subject or any judgment, decree, franchise, order or permit applicable to Guarantor, or will conflict or will be inconsistent with, or will result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which Guarantor is a party or may be bound or subject.
(iii) No consent or approval of, or exemption by, any governmental or public body or authority is required to authorize, or is required in connection with the execution, delivery and performance of, this Guaranty or of any of the instruments or agreements herein referred to, or the taking any action hereby contemplated.
(b) Guarantor shall satisfy Indemnitor’s Financial Covenants.
Guarantor’s Representations, Warranties and Covenants. Guarantor hereby represents, warrants, and covenants to the Bank as follows,
6.1.1. The Guarantor is duly authorized to (a) execute and deliver this Guaranty and each of the Guaranty Documents executed or to be executed by the Guarantor, (b) perform the covenants herein and therein contained, (c) consummate the transactions contemplated hereby and thereby; and all required actions in respect to the foregoing have been taken;
6.1.2. The execution, delivery, and performance of this Guaranty will not (a) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Guarantor; (b) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease, or instrument to which Guarantor is a party or by which Guarantor or Guarantor's properties may be bound or affected; or (c) result in, or require, the creation or imposition of any encumbrance, upon or with respect to any of the properties now owned or hereafter acquired by Guarantor (except in favor of the Bank);
6.1.3. This Guaranty, and each of the Guaranty Documents executed by the Guarantor, is the legal, valid, and binding obligation of the Guarantor, and enforceable against the Guarantor in accordance with the terms hereof and thereof except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors' rights generally;
6.1.4. No information, exhibit, or report furnished by the Guarantor in connection with the negotiation of any of the Guaranty Documents contained any material misstatement of fact or omitted to state a material fact necessary to make the statement contained therein not materially misleading;
6.1.5. There is no pending or, to the Guarantor's knowledge, threatened action or proceeding against or affecting the Guarantor before any court, governmental agency, or arbitrator which may, in any one case or in the aggregate, materially adversely affect the financial condition, operations, properties, or business of the Guarantor or the ability of the Guarantor to perform its obligation under the Guaranty Documents to which it is a party; and
6.1.6. The Guarantor is not in default in any material respect with respect to any judgment, writ, injunction, decree, ru...
Guarantor’s Representations, Warranties and Covenants. Guarantor hereby represents, warrants, and covenants to the Bank as follows,
Guarantor’s Representations, Warranties and Covenants. The representations, warranties and covenants of Guarantor set forth in Article V of the Asset Purchase Agreement are hereby incorporated by reference herein as if set forth in full at this place.
Guarantor’s Representations, Warranties and Covenants. To induce Sublessor to enter into the Sublease with the Sublessee, the Guarantor represents, warrants and agrees that:
Guarantor’s Representations, Warranties and Covenants. Guarantor hereby represents and warrants to Lender, and covenants with Lender, as follows:
Guarantor’s Representations, Warranties and Covenants. To induce Landlord to enter into the Lease with the Tenant, the Guarantor represents, warrants and agrees that:
Guarantor’s Representations, Warranties and Covenants. Guarantor hereby agrees that for the purposes of all representations, warranties and covenants contained in this Agreement, the term “Borrower” shall mean and include Guarantor for the purposes of such representations, warranties or covenants.
