GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) Guarantor has reviewed all of the terms and provisions of the Loan Agreement and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business; and (f) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty, impaired or rendered “insolvent,” as that term is defined in either Texas Business and Commerce Code § 24.003 or Section 101 of the Federal Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not have thereby undertaken liabilities in excess of the present fair value of its assets. Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.
GUARANTOR’S WARRANTIES. Guarantor warrants, represents, covenants and acknowledges that: (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lender) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’s business.
GUARANTOR’S WARRANTIES. 4.1 Guarantor represents and warrants to Lender that:
(a) Guarantor is an affiliate of Borrower and will benefit from the Loan and the execution and delivery of the Loan Documents;
(b) the execution, delivery and performance by Guarantor of this Guaranty does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under any agreement or instrument of any kind unto which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for those as to which consents have been obtained by Guarantor and delivered to Lender and are in full force and effect;
(c) neither the execution and delivery by Guarantor of this Guaranty nor the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect;
(d) this Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms;
(e) there is no action, litigation or other proceeding pending or threatened against Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its performance under this Guaranty;
(f) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents; it has been represented by counsel chosen by it in connection with this Guaranty and the transaction contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement;
(g) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might materially adversely affect its financial condition or businesses or wh...
GUARANTOR’S WARRANTIES. Guarantor warrants and represents to Lender that this Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally. Guarantor warrants to the Lender that Guarantor has a direct and substantial economic interest in the Borrower, and that Guarantor expects to derive benefits from transactions resulting in the creation of the Guaranteed Obligations. Lender may rely conclusively on a continuing warranty hereby made, that Guarantor continues to be benefited by Lender’s extension of credit to Borrower and Lender will have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty will be effective and enforceable by Lender without regard to the receipt, nature or value of any such benefits.
GUARANTOR’S WARRANTIES. Guarantor acknowledges and agrees that (a) Lender would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents; (d) Guarantor shall keep adequately informed of any facts or circumstances which might in any way affect Guarantor’s financial risks in entering into this Guaranty; and (e) Lender has made no representation to Guarantor as to any such matters.
GUARANTOR’S WARRANTIES. The Guarantor warrants to the Buyer that each of the following statements is at the date of this Agreement true, accurate and not misleading in any respect:
(i) it has the requisite capacity, power and authority, and has taken all necessary corporate action to enable it, to enter into, and perform all its obligations under, this Agreement;
(ii) this Agreement constitute its legal, valid and binding obligations enforceable against it in accordance with its terms;
(iii) the execution and delivery of, and performance by, it of this Agreement does not and will not result in a breach of, or constitute any default under, any law or regulation applicable to it, any order, judgement or decree by any court or governmental agency to which it is a party or by which it is bound, its constitutional documents or any agreement to which it is a party;
(iv) all consents, licences, approvals and authorisations required for it to enter into and perform its obligations under this Agreement and the transactions contemplated by it have been obtained and are in full force and effect;
(v) no action, suit, proceeding, litigation or dispute against it is presently taking place or pending or, to its knowledge, threatened which would or might reasonably be expected to inhibit its ability to perform its obligations under this Agreement; and
(vi) in so far as it is a body corporate:
(A) it is a body corporate duly incorporated and existing under the laws of the jurisdiction in which it is incorporated;
(B) no order has been made or petition presented or resolution passed for its winding up, no provisional liquidator has been appointed in relation to it, and no meeting has been convened for the purpose of its winding up, and it is not insolvent or unable to pay its debts as they fall due within the meaning of any insolvency legislation applicable to it;
(C) no administration order has been made and no petition for such an order has been presented in respect of it and no notice has been given or filed in relation to the appointment of an administrator of it;
(D) no receiver (which expression shall include an administrative receiver) has been appointed over the whole or any part of it’s property, assets and/or undertaking and there is no unfulfilled or unsatisfied judgment or court or tribunal order outstanding against it in relation to the foregoing;
(E) no voluntary arrangement has been proposed or entered into by it with any of their respective creditors under any insolvency legislatio...
GUARANTOR’S WARRANTIES. Guarantor makes the following representations and warranties to Beneficiary:
(a) (i) this Guarantee is executed at Beneficiary’s request; (ii) Guarantor has not and will not without prior written consent of Beneficiary, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; and (iii) Guarantor has adequate means of obtaining from Counterparty on a continuing basis financial and other information pertaining to Counterparty’s financial condition without relying on Beneficiary therefor;
(b) Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which Guarantor consider material or which might in any way affect Guarantor’s risks hereunder. With respect to information or material acquired in the normal course of Beneficiary’s relationship with Counterparty, Guarantor agrees that Beneficiary shall have no obligation to disclose such information or material to Guarantor;
GUARANTOR’S WARRANTIES. The Guarantor represents and warrants to the Sellers that the statements set out in this Clause 14 (the “Guarantors’ Representations and Warranties”) are true and accurate (i) on the Signing Date and, (ii) unless the Guarantors’ Representation or Warranty is given with reference to the Signing Date or any earlier date, on the Closing Date:
GUARANTOR’S WARRANTIES. 7.1.1 The Guarantor represents and warrants to the Purchaser that as at the date hereof each of the Warranties set out in Schedule 4 is true and accurate in all respects and is not misleading.
7.1.2 The Guarantor represents and warrants that each of the Warranties set out in Schedule 4 will be true and accurate at Completion and, for this purpose, the Warranties set out in Schedule 4 shall be deemed to be repeated at the Completion Date.
GUARANTOR’S WARRANTIES. The Guarantor warrants to each of the Sellers that as at the date of this Agreement and as at Completion:
9.6.1 it is a company duly incorporated under the laws of the State of Missouri;
9.6.2 it has the full power and authority to enter into and perform, and has taken all necessary corporate actions to authorise the execution and performance of, its obligations under this Agreement and any other Transaction Document to which it is a party;
9.6.3 this Agreement constitutes, and the other Transaction Documents executed or to be executed by the Guarantor will, when executed, constitute valid and binding obligations of the Guarantor enforceable in accordance with their respective terms;
9.6.4 the execution, delivery and performance of this Agreement and each Transaction Document will not:
(a) conflict with or result in a breach of any provision of the constitutional documents of the Guarantor;
(b) conflict with, breach or constitute a default under any agreement or arrangement to which it is a party or by which it is bound; or
(c) conflict with or result in a breach of any applicable laws or regulations, or any orders, judgments or decrees of any court, governmental agency or regulatory body; and
9.6.5 the Guarantor is not insolvent or unable to pay its debts within the meaning of any laws relating to insolvency applicable to the Guarantor.
