Common use of Representations and Warranties by Guarantor Clause in Contracts

Representations and Warranties by Guarantor. Each Guarantor hereby represents and warrants to Noteholder as follows: (a) The execution, delivery, and performance by such Guarantor this Guaranty will not (i) result in the violation of the provisions of the organizational documents of such Guarantor, (ii) violate any provision of any existing material Law applicable to such Guarantor or (iii) conflict with, result in any breach of, constitute a default under, or result in the creation or imposition of any Lien upon any Collateral pursuant to (A) any order, judgment, award, or decree of any Governmental Entity to which such Guarantor is a party or by which such Guarantor is or may be bound or to which any of the Collateral is subject or (B) any material Contract to which such Guarantor is a party or by which such Guarantor may be bound or to which any of the Collateral is subject except, in the cases of subsections (ii) and (iii), for such violations, conflicts, breaches, or defaults as would not, individually or in the aggregate, reasonably be expected to prevent such Guarantor from performing its obligations under this Guaranty and the Security Agreement. (b) This Guaranty constitutes a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles.

Representations and Warranties by Guarantor. Each Guarantor hereby represents and warrants to Noteholder Holder as follows: (a) The execution, delivery, and performance by such Guarantor this Guaranty will not (i) result in the violation of the provisions of the organizational documents of such Guarantor, (ii) violate any provision of any existing material Law applicable to such Guarantor or (iii) conflict with, result in any breach of, constitute a default under, or result in the creation or imposition of any Lien upon any Collateral pursuant to (A) any order, judgment, award, or decree of any Governmental Entity to which such Guarantor is a party or by which such Guarantor is or may be bound or to which any of the Collateral is subject or (B) any material Contract to which such Guarantor is a party or by which such Guarantor may be bound or to which any of the Collateral is subject except, in the cases of subsections (ii) and (iii), for such violations, conflicts, breaches, or defaults as would not, individually or in the aggregate, reasonably be expected to prevent such Guarantor from performing its obligations under this Guaranty and the Security Agreement. (b) This Guaranty constitutes a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles.

Representations and Warranties by Guarantor. Each To induce the Lender to accept this Guaranty, the Guarantor hereby represents makes the following representations and warrants to Noteholder as followswarranties: (a) The execution, delivery4.7.1 This Guaranty has been duly authorized by all necessary corporate action on the part of Guarantor, and performance by such Guarantor this Guaranty constitutes (and will not (iconstitute) result in the violation of the provisions of the organizational documents of such Guarantorlegal, (ii) violate any provision of any existing material Law applicable to such Guarantor or (iii) conflict with, result in any breach of, constitute a default under, or result in the creation or imposition of any Lien upon any Collateral pursuant to (A) any order, judgment, award, or decree of any Governmental Entity to which such Guarantor is a party or by which such Guarantor is or may be bound or to which any of the Collateral is subject or (B) any material Contract to which such Guarantor is a party or by which such Guarantor may be bound or to which any of the Collateral is subject except, in the cases of subsections (ii) and (iii), for such violations, conflicts, breaches, or defaults as would not, individually or in the aggregate, reasonably be expected to prevent such Guarantor from performing its obligations under this Guaranty and the Security Agreement. (b) This Guaranty constitutes a valid and binding obligation obligations of such Guarantor, Guarantor enforceable against such Guarantor in accordance with its terms, except to the extent as such enforceability may be limited by by: (i) applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws relating to or laws affecting the enforcement of creditors’ rights generally generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4.7.2 The execution, delivery and performance by general equitable principlesGuarantor of this Guaranty will not: (i) result in the creation of any lien in respect of any property of Guarantor under any indenture, mortgage, deed of trust, security agreement, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument by which Guarantor or any of its properties may be bound or affected, other than a lien in favor of Lender; or (ii) (1) contravene, result in any breach of, or constitute a default under, any indenture, mortgage, deed of trust, security agreement, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument by which Guarantor or any of its properties may be bound or affected; (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to Guarantor; or (3) violate any provision of any statute or other rule or regulation of any governmental authority applicable to Guarantor, in each case to the extent such breach, conflict or violation would have a material adverse effect. 4.7.3 No consent, approval or authorization of, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery or performance by Guarantor of this Guaranty. 4.7.4 After executing and delivering this Guaranty, (i) Guarantor will not be insolvent in that the fair saleable value of its assets will be greater than the amount required to pay its total liabilities; (ii) Guarantor will not have incurred debts and other obligations in excess of its ability to pay such debts and obligations as they mature, and the cash flow of Guarantor (after taking into account the anticipated uses of the cash) will be sufficient to pay such debts and obligations when such amounts are required to be paid; and (iii) the capital of Guarantor will be sufficient and not unreasonably small for the business and transactions in which it is engaged.