Representations and Warranties of Guarantor. Guarantor represents and warrants that: (a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guaranty. (b) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty. (d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms. (e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty. (f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant. (g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease. (h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith. (i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty. (j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 4 contracts
Samples: Sublease (Switch & Data, Inc.), Sublease (Switch & Data, Inc.), Sublease (Switch & Data, Inc.)
Representations and Warranties of Guarantor. The Guarantor represents and warrants thatto the Agent, the Banks and the Issuing Bank as follows:
(a) The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, its jurisdiction of incorporation and is duly qualified to do business as a foreign corporation and in each jurisdiction where good standing in all jurisdictions in which the conduct ownership of its business requires properties or the nature of its activities or both makes such qualification and necessary, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
(b) The Guarantor has full requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this GuarantyGuaranty and all such action has been duly authorized by corporate proceedings on its part.
(bc) The making and performance by the Guarantor of this Guaranty will not violate any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to the Guarantor where such violation could reasonably be expected to have a Material Adverse Effect and will not conflict with or result in a breach of or a default under the articles of incorporation or by-laws of the Guarantor and will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the Guarantor pursuant to any agreement or other instrument to which the Guarantor is a party or by which the Guarantor's properties may be bound or affected, and the Guarantor is not in default under any such order, writ, judgment, decree, determination, award, agreement or instrument, and all consents or approvals under such agreements and instruments necessary to permit the valid execution, delivery and performance by the Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guarantyhave been obtained.
(d) This Guaranty has been duly executed and delivered by the Guarantor and is a the legal, valid and binding obligation of Guarantor, the Guarantor enforceable against the Guarantor in accordance with its termsterms except as the enforceability of this Guaranty may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and except as may be limited by the exercise of judicial discretion in applying general principles of equity regardless of whether considered in a proceeding in equity or law.
(e) There No Event of Default, or event which upon the expiration of any applicable any period or the giving of notice or both would constitute an Event of Default, has occurred and is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guarantycontinuing.
(f) There is no pending or (to the Guarantor's knowledge) threatened proceeding by or before any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic ("Official Body") against or affecting the Guarantor, except for (i) matters described in the financial statements of Guarantor ownspreviously delivered to the Agent, directly and (ii) matters that, individually or indirectlyin the aggregate, all of the issued and outstanding stock of Tenantcould not reasonably be expected to have a Material Adverse Effect.
(g) The Guarantor is not now nor will the incurrence by it of the obligations under this Guaranty render it "insolvent". For purposes hereof, the term "insolvent" means that the present fair market value of a person's assets is less than the amount that will be required to pay the probable liability on existing debts, and the term "debts" includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent. By incurring the obligations under this Guaranty, the Guarantor does not incur debts beyond its ability to pay as they mature. The incurrence by the Guarantor of the obligations hereunder will not leave it with insufficient capital. The Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments not executed and delivered in connection this Guaranty or made any transfer or incurred any obligation hereunder with the Leaseintent to hinder, delay or defraud either present or future creditors.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 3 contracts
Samples: Guaranty and Suretyship Agreement (Sylvan Inc), Guaranty and Suretyship Agreement (Sylvan Inc), Guaranty and Suretyship Agreement (Sylvan Inc)
Representations and Warranties of Guarantor. The ------------------------------------------- Guarantor hereby represents and warrants that:
(a1) The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermudathe State of Delaware, is duly qualified to do business in each jurisdiction where has the conduct of its business requires such qualification and has full requisite corporate power and authority to carry on its business as presently conducted, to own or hold under lease its properties, and to enter into and perform its obligations under this Guaranty. Guarantor’s , and is duly qualified to do business in each jurisdiction in which it has operations or a principal offices are located at the address set forth in the opening paragraph office and where failure so to qualify could reasonably be expected to materially adversely affect its financial condition, business, operations, or its ability to perform any of its obligations under this Guaranty.
(b2) The execution, delivery and performance by the Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding the transactions contemplated hereby have been duly authorized by all necessary corporate action on or affecting Guarantor or any the part of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesGuarantor.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.
(d3) This Guaranty is a has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of Guarantor, the Guarantor enforceable against the Guarantor in accordance with its termsthe terms hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' or lessors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies.
(e4) There is no actionThe execution and delivery by the Guarantor of this Guaranty do not and will not, suit and the performance by the Guarantor of its obligations hereunder do not and will not, (i) violate or proceeding pending be inconsistent with its charter documents or threatened against by-laws, (ii) contravene any Governmental Rule or otherwise affecting Guarantor before Governmental Action applicable to it, (iii) contravene any court provision of, or constitute a default under, any indenture, mortgage, contract or other Governmental Authority instrument to which the Guarantor is a party or by which it or any arbitrator which may adversely affect of its properties are bound or (iv) result in or, require the creation or imposition of any Lien (other than Permitted Liens) upon any of its properties or assets.
(5) No Governmental Action and no consent of any other Person (including, without limitation, any stockholder or creditor of the Guarantor’s ability to perform its obligations under ) is required in connection with the execution, delivery or performance of this Guaranty.
(f6) Each of the consolidated financial statements of the Guarantor set forth in its Annual Report on Form 10-K for the year ended December 31, 1995 and the consolidated financial statements of the Guarantor set forth in its Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 fairly presents the consolidated financial position of the Guarantor and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and changes in financial position of the Guarantor and its Subsidiaries for each of the periods covered thereby (subject, in the case of any unaudited interim financial statements, to changes resulting from normal year-end adjustments) in conformity with GAAP applied on a consistent basis (except as disclosed in the notes thereto). Since September 30, 1996, there has been no material adverse change in such consolidated financial position of the Guarantor and its Subsidiaries, taken as a whole.
(7) Except as disclosed in the Guarantor's Annual Report on Form 10-K for the year ended December 31, 1995 or the Guarantor's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, there is no action, suit, investigation or proceeding pending or, to the Actual Knowledge of the Guarantor threatened in writing against the Guarantor or affecting it or its properties before any Governmental Authority which, individually or in the aggregate (so far as the Guarantor now can reasonably foresee), is reasonably likely materially and adversely to affect the consummation of the transactions under this Guaranty or the ability of the Guarantor to perform its obligations hereunder or its business or financial condition.
(8) The Guarantor owns, directly or indirectly, all 100% of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York equity interest in the consolidated cases entitled Global Crossing Ltd, et alCharterer., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 3 contracts
Samples: Guaranty (Mobil Corp), Guaranty (Mobil Corp), Guaranty (Mobil Corp)
Representations and Warranties of Guarantor. Guarantor hereby represents and warrants that:
to Beneficiary that (a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate legal right, power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at , to incur the address set forth in obligations provided for herein, and to execute and deliver the opening paragraph of this Guaranty.
same to Beneficiary; (b) The execution, delivery this Guaranty has been duly executed and performance delivered by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.
(d) This Guaranty is a legal, constitutes Guarantor’s valid and legally binding obligation of Guarantorobligation, enforceable against Guarantor in accordance with its terms.
, subject to bankruptcy, insolvency, reorganization, and similar laws affecting the enforcement of creditor’s rights or contractual obligations generally and, as to enforcement, to general principles of equity, regardless of whether applied in a proceeding at law or in equity; (ec) There is no actionapproval or consent of any foreign, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court federal, state, county, local or other Governmental Authority governmental or regulatory body, and no approval or consent of any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered other Person is required in connection with the Lease.
execution and delivery by Guarantor of this Guaranty or the consummation and performance by Guarantor of the transactions contemplated hereby (hother than consents and approvals that have been obtained); (d) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and the obligations created hereby have been duly authorized by all necessary proceedings on the part of Guarantor, and will not conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under the governing documents of Guarantor, any instrument, contract or other agreement to which Guarantor is a party or by or to which Guarantor or Guarantor’s assets or properties are bound or subject; or any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body; and (e) Guarantor is not a party to or, to the knowledge of Guarantor, threatened in writing with any litigation or judicial, administrative or arbitration proceeding which, if decided adversely to Guarantor, would restrain, prohibit or materially delay the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 3 contracts
Samples: Master Funding and Development Agreement (Adeptus Health Inc.), Master Funding and Development Agreement (Adeptus Health Inc.), Master Funding and Development Agreement (Adeptus Health Inc.)
Representations and Warranties of Guarantor. Guarantor represents and warrants thatto the Seller, as of the date hereof, as follows:
(a) Guarantor it is a corporation duly organized, organized and validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each its jurisdiction where the conduct of its business requires such qualification organization and has full requisite corporate the power and authority to enter into and perform carry on its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guaranty.business as it is being conducted;
(b) The the execution and delivery of this Guarantee, the consummation of the transactions contemplated herein, and compliance with the terms and provisions hereof are within Guarantor’s limited liability company powers and do not and will not result in any violation of its charter, by-laws or other constitutional documents or any applicable law, rule, regulation, judgment or court order as currently in effect or any provision in any existing agreement binding on Guarantor;
(c) all authorizations, consents, registrations and notifications required to be obtained by Guarantor in connection with the entry into, performance, validity and enforceability of this Guarantee and the transactions contemplated by this Guarantee, have been (or will be on or before the date hereof) obtained or effected (as appropriate) and are in full force and effect;
(d) neither the execution, delivery nor performance of this Guarantee requires any member approval or the approval or consent of any trustee or any holder of any indebtedness or obligation of Guarantor, and if any approval or consent is required, then such approval or consent has been obtained.
(e) no consent or approval of, giving of notice to, registration with, or taking of any action in respect of or by, any national or local governmental authority or agency of Guarantor’s jurisdiction of formation or any other government agency or authority or other Person is required with respect to the execution, delivery or performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesGuarantee.
(cf) No authorization there are no actions, suits or approval proceedings pending, or other action byto Guarantor’s knowledge threatened, and no notice to against Guarantor, that, if adversely determined, would hinder or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and prevent Guarantor’s performance by Guarantor of this Guaranty.Guarantee; and
(dg) This Guaranty is this Guarantee has been duly executed and delivered by Guarantor; and this Guarantee will be, upon due execution and delivery hereof, a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) There is no action, suit or proceeding pending or threatened against or otherwise except as its enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general application affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(f) Guarantor owns, directly or indirectly, all the enforcement of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee rights and general principles of equity (regardless of whether such proceeding is considered a proceeding in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(hequity or at law), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 3 contracts
Samples: Buyer Guarantee (Air T Inc), Buyer Guarantee (Air T Inc), Buyer Guarantee
Representations and Warranties of Guarantor. Guarantor represents and warrants to Lessor that:
(a) Guarantor (i) is duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of Bermudathe State of Pennsylvania, (ii) has full corporate power and authority to own and operate its properties and to conduct its business as presently conducted, and full corporate power, authority and legal right to execute, deliver and perform its obligations under this Guarantee, (iii) is duly qualified to do business as a foreign corporation in good standing in each jurisdiction where in which its ownership or leasing of properties or the conduct of its business requires such qualification qualification, and has full requisite corporate power (iv) all of the issued and authority to enter into and perform its obligations outstanding voting stock of Subsidiaries that are Lessees or are approved "Additional Lessees" under this Guaranty. the Lease is owned, directly or indirectly, by Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guaranty.
(b) The executionThis Guarantee has been duly authorized, delivery executed and performance delivered by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against according to its terms (subject as to enforcement of remedies to any applicable bankruptcy, reorganization, moratorium, or other Laws or principles of equity affecting the enforcement of creditors' rights generally).
(c) The execution, delivery and performance by Guarantor of this Guarantee will not result in accordance any violation of any term of the articles of incorporation or the by-laws of Guarantor, does not require stockholder approval or the approval or consent of any trustee or holders of debt of Guarantor except such as have been obtained prior to the date hereof, and will not conflict with or result in a breach of any terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien upon, any property or assets of Guarantor under, any indenture, mortgage or other agreement or instrument to which Guarantor is a party or by which it or any of its termsproperty is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over Guarantor or any of its activities or properties, including, without limitation, any rule or order of any public utility commission or other governmental body.
(d) There are no consents, licenses, orders, authorizations or approvals of, or notices to or registrations with any governmental or public body or authority which are required in connection with the valid execution, delivery and performance of, this Guarantee by Guarantor that have not been obtained or made, and any such consents, licenses, orders, authorizations, approvals, notices and registrations that have been obtained or made are in full force and effect.
(e) There Except as disclosed in writing to Agent by Guarantor concurrently herewith or publicly disclosed in Guarantor's 10-Q and/or 10-K filings with the Securities and Exchange Commission, (i) there is no action, suit suit, proceeding or proceeding investigation at law or in equity by or before any court, governmental body, agency, commission or other tribunal now pending or or, to the best knowledge of Guarantor after due inquiry, threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator property or rights of Guarantor as to which there is a significant possibility of an adverse determination, and which if adversely determined, may have a material adverse effect on the financial condition or business of Guarantor or which, if adversely affect Guarantor’s determined could materially impair the ability of Guarantor to perform its obligations under this GuarantyGuarantee, and (ii) there is no action, suit, proceeding or investigation at law or in equity by or before any court, governmental body, agency, commission or other tribunal now pending or, to the best knowledge of Guarantor after due inquiry, threatened which questions or would question the validity of this Guarantee.
(f) Guarantor ownsis not in default under or with respect to any agreement or other instrument to which it is party or by which it or its assets may be bound which would have a material adverse effect on the financial condition of Guarantor or the ability of Guarantor to perform its obligations under this Guarantee. Guarantor is not subject to or in default under any order, directly award or indirectlydecree of any court, all arbitrator, or other governmental authority binding upon or affecting it or by which any of its assets may be bound or affected which would have a material adverse effect on the issued and outstanding stock ability of TenantLessee to carry on its business as presently conducted or to perform its obligations under this Guarantee.
(g) Guarantor has reviewed filed or caused to be filed all tax returns which to the knowledge of Guarantor are required to be filed, and approved has paid all taxes shown to be due and payable on said returns or on any assessments made against it, except for (i) returns which have been appropriately extended and (ii) taxes, fees, assessments or other charges, the Lease amount or validity of which is currently being contested in good faith by appropriate proceedings and each with respect to which reserves in conformity with GAAP have been provided on the books of the documents, agreements and instruments executed and delivered in connection with the LeaseGuarantor.
(h) All necessary consentsGuarantor and each of its Subsidiaries are in compliance in all material respects with the Employee Retirement Income Security Act of 1974, approvals as amended ("ERISA") and authorizationsthe Internal Revenue Code of 1986, if anyas amended (the "Code"), and the rules and regulations thereunder insofar as ERISA, the Code and such rules and regulations relate to any employee benefit plan as defined in Section 3(3) of ERISA. No employee pension benefit plan (as defined in Section 3[2] of ERISA) maintained by Guarantor or any of its Subsidiaries for its employees and covered by ERISA (a "Plan") had an "accumulated funding deficiency", within the meaning of said term under Section 302 of ERISA, as of the last day of the most recent fiscal year of such Plan, and neither Guarantor nor any of its Subsidiaries has incurred with respect to any Plan any liability to the execution and delivery Pension Benefit Guaranty Corporation ("PBGC") which is material to the consolidated financial condition of Guarantor or any of its Subsidiaries. For the purpose of this Guaranty and to the transactions contemplated hereby, of each of subsection (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”viii), the term "Subsidiary" shall include a party to the Purchase Agreement, dated Controlled Group of Corporations as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary that term is defined in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation Section 1563 of the provisions of Code or Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty4.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 2 contracts
Samples: Master Lease (Pep Boys Manny Moe & Jack), Master Lease (Pep Boys Manny Moe & Jack)
Representations and Warranties of Guarantor. Guarantor represents and warrants thatto the Lender as follows:
(a) Guarantor To the best of Guarantor's knowledge, the Borrower is a corporation limited partnership duly organized, validly existing and in good standing under the laws of Bermudathe State of Delaware, and is duly qualified to do business and in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth good standing as a foreign limited partnership in the opening paragraph State of this GuarantyNevada.
(b) The executionGuarantor has full power, delivery authority and performance by Guarantor of legal right to enter into this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require to perform his obligations under the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesterms hereof.
(c) No authorization or approval or other action by, Guarantor has duly executed and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of delivered this Guaranty.
(d) . This Guaranty is constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor him in accordance with its termsthe terms of this Guaranty, except as limited by bankruptcy, insolvency, general principles of equity or other laws of general application relating to the enforcement of creditors' rights.
(d) No authorization, consent, approval, exemption, permit or license of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the valid execution or delivery by Guarantor of this Guaranty, or the performance of Guarantor's obligations hereunder, except such as have been obtained and are in full force and effect. All conditions required to the execution and delivery hereof and performance hereunder have been satisfied on or before the date hereof.
(e) Guarantor is not a party to, or otherwise bound by or subject to, any agreement or instrument, the observance of the terms and provisions of which would materially impair Guarantor's ability to perform his obligations under, and to be bound by, this Guaranty. Neither the execution and delivery by Guarantor of this Guaranty, nor compliance by Guarantor with the terms and provisions of this Guaranty, will conflict with, constitute a default under, or result in a breach of, any of the terms, conditions or provisions of, any law or decree or any regulation, order, writ, injunction, determination or award of any court, arbitrator or governmental department, commission, board, bureau, agency or instrumentality (domestic or foreign), or any agreement or instrument to which Guarantor is a party or by which he or any of his properties may be affected.
(f) Guarantor has a personal net worth (exclusive of spouse) in excess of Two Million Dollars as determined by sound accounting principles, consistently applied.
(g) There is no action, suit suit, proceeding or proceeding pending investigation pending, or threatened to the best knowledge of Guarantor threatened, against or otherwise affecting Guarantor at law, in equity, in admiralty or before any court arbitrator of any kind or other Governmental Authority before any governmental department, commission, board, bureau, agency or instrumentality (domestic or foreign) which, in the opinion of Guarantor, is likely to result in any arbitrator which may adversely affect material adverse change in the property or assets, or in the condition (financial or otherwise) of Guarantor’s , or materially impair his ability to perform its his obligations under this Guaranty.
(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 2 contracts
Samples: Mortgage Loan Modification Agreement (Resources Accrued Mortgage Investors 2 Lp), Mortgage Loan Modification Agreement (High Cash Partners L P)
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) A. Guarantor is a corporation duly organized, validly existing and in good standing company incorporated under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct State of its business requires such qualification and Ohio; has full all requisite corporate power and authority to enter into and perform its obligations under this Guaranty. ; and this Guaranty is valid and binding upon and enforceable against Guarantor’s principal offices are located at , except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, without the address set forth in the opening paragraph requirement of this Guarantyfurther action or condition.
(b) B. The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene any applicable Legal Requirements Laws, the organizational documents of Guarantor, if applicable, any order, writ, injunction, decree applicable to Guarantor, or any contractual restriction binding on or affecting Guarantor or any of its propertiesproperties or assets, or nor (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesproperties or assets.
(c) C. No approval, consent, exemption, authorization or approval or other action by, and no or notice to to, or filing with, any Governmental Authority governmental authority is necessary or other regulatory body is required for in connection with the due execution, delivery and or performance by by, or enforcement against, Guarantor of this GuarantyGuaranty or any other instrument or agreement required hereunder.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) D. There is no action, suit or proceeding pending or or, to Guarantor’s knowledge, threatened against or otherwise affecting Guarantor before any court or other Governmental Authority governmental authority or any arbitrator which that may materially adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(f) E. Guarantor’s principal place of business is Columbus, Ohio.
F. Tenant is directly or indirectly owned and controlled by Guarantor.
G. Guarantor owns, has derived or expects to derive financial and other advantages and benefits directly or indirectly, all from the making of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each the payment and performance of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case NoObligations. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or hereby acknowledges that Landlord will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of relying upon Guarantor’s businessguarantee, representations, warranties and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantycovenants contained herein.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 2 contracts
Samples: Lease Agreement (Big Lots Inc), Lease Agreement (Big Lots Inc)
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) 6.1 This Guaranty is valid and binding upon and enforceable against Guarantor is a corporation duly organized, validly existing and in good standing under without the laws requirement of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guarantyfurther action or condition.
(b) 6.2 The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) materially contravene any applicable Legal Requirements Requirements, the organizational documents of Guarantor, if applicable, any order, writ, injunction, decree applicable to Guarantor, or any contractual restriction binding on or affecting Guarantor or any of its properties, properties or assets; (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesproperties or assets.
(c) 6.3 No approval, consent, exemption, authorization or approval or other action by, and no or notice to to, or filing with, any Governmental Authority governmental authority is necessary or other regulatory body is required for in connection with the due execution, delivery and or performance by by, or enforcement against, Guarantor of this GuarantyGuaranty or any other instrument or agreement required hereunder.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) 6.4 There is no action, suit or proceeding pending or or, to Guarantor’s knowledge, threatened against or otherwise affecting Guarantor before any court or other Governmental Authority governmental authority or any arbitrator which that may materially adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(f) 6.5 Each Tenant is directly or indirectly owned and controlled by Guarantor.
6.6 Guarantor owns, has derived or expects to derive financial and other advantages and benefits directly or indirectly, all from the making of the issued Lease and outstanding stock the payment and performance of Tenantthe Obligations. Guarantor hereby acknowledges that Landlord will be relying upon Guarantor’s guarantee, representations, warranties and covenants contained herein.
(gi) All financial statements of Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered furnished by Guarantor to Landlord in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty or the Lease are (a) true and correct, in all material respects, as of the applicable date or period provided therein; (b) do not omit to state any material fact or circumstance necessary to make the transactions contemplated hereby, statements contained therein not misleading; and (c) fairly represent the financial condition of each Guarantor as of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq.respective date thereof, and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into material adverse change has occurred in the ordinary course financial condition of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in Guarantor since the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation date of the provisions most recent of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantysuch financial statements.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 2 contracts
Samples: Master Lease (Ardent Health Partners, LLC), Master Lease (Ardent Health Partners, LLC)
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and corporation; has full all requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at ; and this Guaranty is valid and binding upon and enforceable against Guarantor without the address set forth in the opening paragraph requirement of this Guarantyfurther action or condition.
(b) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene any applicable Legal Requirements Requirements, the organizational documents of Guarantor, if applicable, any order, writ, injunction, decree applicable to Guarantor, or any contractual restriction binding on or affecting Guarantor or any of its propertiesproperties or assets, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesproperties or assets.
(c) No approval, consent, exemption, authorization or approval or other action by, and no or notice to to, or filing with, any Governmental Authority governmental authority is necessary or other regulatory body is required for in connection with the due execution, delivery and or performance by by, or enforcement against, Guarantor of this GuarantyGuaranty or any other instrument or agreement required hereunder.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority governmental authority or any arbitrator which that may materially adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(e) Guarantor’s principal place of business is 27101 Puerta Real, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
(f) Guarantor owns, directly or indirectly, all of the issued Tenant is indirectly owned and outstanding stock of Tenantcontrolled by Guarantor.
(g) Guarantor has reviewed derived or expects to derive financial and approved other advantages and benefits directly or indirectly, from the making of the Lease and each the payment and performance of the documentsObligations. Guarantor hereby acknowledges that Landlord will be relying upon Guarantor’s guarantee, agreements representations, warranties and instruments executed and delivered in connection with the Leasecovenants contained herein.
(h) All necessary consentsreports, approvals statements (financial or otherwise), certificates and authorizations, if any, other data furnished by or on behalf of Guarantor to the execution and delivery of Landlord in connection with this Guaranty or the Lease are: true and correct, in all material respects, as of the applicable date or period provided therein; do not omit to state any material fact or circumstance necessary to make the transactions contemplated hereby, statements contained therein not misleading; and fairly represent the financial condition of each Guarantor as of (i) the United States Bankruptcy Court for the Southern District of New York respective date thereof; and no material adverse change has occurred in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to financial condition of Guarantor since the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation date of the provisions most recent of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantysuch financial statements.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 2 contracts
Samples: Guaranty of Master Lease (CareTrust REIT, Inc.), Guaranty of Master Lease (CareTrust REIT, Inc.)
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) Guarantor is a corporation limited partnership duly organized, validly existing and in good standing under the laws of Bermudathe State of Texas, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guaranty.
(b) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements Laws or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(f) Guarantor owns, directly or indirectly, all of the issued general and outstanding stock of limited partnership interests in Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consentsThe financial statements and accompanying letters and documents of Guarantor delivered to Landlord in connection with the Lease (collectively, approvals the “Financial Statements” are true, complete and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York correct in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq.all respects, and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to fairly present the Purchase Agreement, dated net worth of Guarantor as of August 9the date thereof, 2002and, among STTsince the date of such Financial Statements, Guarantor and Global Crossing Ltd., among others, have there has been duly obtained, and no consents or approvals of any other parties are or will be necessary material adverse change in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantynet worth.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Lease Agreement (Rackspace Inc)
Representations and Warranties of Guarantor. The Guarantor represents and warrants thatto the Agent, the Banks and the Issuing Bank as follows:
(a) The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, its jurisdiction of incorporation and is duly qualified to do business as a foreign corporation and in each jurisdiction where good standing in all jurisdictions in which the conduct ownership of its business requires properties or the nature of its activities or both makes such qualification and necessary, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
(b) The Guarantor has full requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this GuarantyGuaranty and all such action has been duly authorized by corporate proceedings on its part.
(bc) The making and performance by the Guarantor of this Guaranty will not violate any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to the Guarantor where such violation could reasonably be expected to have a Material Adverse Effect and will not conflict with or result in a breach of or a default under the articles of incorporation or by-laws of the Guarantor and will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the Guarantor pursuant to any agreement or other instrument to which the Guarantor is a party or by which the Guarantor 's properties may be bound or affected, and the Guarantor is not in default under any such order, writ, judgment, decree, determination, award, agreement or instrument, and all consents or approvals under such agreements and instruments necessary to permit the valid execution, delivery and performance by the Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guarantyhave been obtained.
(d) This Guaranty has been duly executed and delivered by the Guarantor and is a the legal, valid and binding obligation of Guarantor, the Guarantor enforceable against the Guarantor in accordance with its termsterms except as the enforceability of this Guaranty may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and except as may be limited by the exercise of judicial discretion in applying general principles of equity regardless of whether considered in a proceeding in equity or law.
(e) There No Event of Default, or event which upon the expiration of any applicable any period or the giving of notice or both would constitute an Event of Default, has occurred and is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guarantycontinuing.
(f) There is no pending or (to the Guarantor's knowledge) threatened proceeding by or before any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic ("Official Body") against or affecting the Guarantor, except for (i) matters described in the financial statements of Guarantor ownspreviously delivered to the Agent, directly and (ii) matters that, individually or indirectlyin the aggregate, all of the issued and outstanding stock of Tenantcould not reasonably be expected to have a Material Adverse Effect.
(g) The Guarantor is not now nor will the incurrence by it of the obligations under this Guaranty render it "insolvent". For purposes hereof, the term "insolvent" means that the present fair market value of a person's assets is less than the amount that will be required to pay the probable liability on existing debts, and the term "debts" includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent. By incurring the obligations under this Guaranty, the Guarantor does not incur debts beyond its ability to pay as they mature. The incurrence by the Guarantor of the obligations hereunder will not leave it with insufficient capital. The Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments not executed and delivered in connection this Guaranty or made any transfer or incurred any obligation hereunder with the Leaseintent to hinder, delay or defraud either present or future creditors.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and Delaware limited partnership; has full all requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at ; and this Guaranty is valid and binding upon and enforceable against Guarantor without the address set forth in the opening paragraph requirement of this Guarantyfurther action or condition.
(b) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene any applicable Legal Requirements Requirements, the organizational documents of Guarantor, if applicable, any order, writ, injunction, decree applicable to Guarantor, or any contractual restriction binding on or affecting Guarantor or any of its propertiesproperties or assets, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesproperties or assets.
(c) No approval, consent, exemption, authorization or approval or other action by, and no or notice to to, or filing with, any Governmental Authority governmental authority is necessary or other regulatory body is required for in connection with the due execution, delivery and or performance by by, or enforcement against, Guarantor of this GuarantyGuaranty or any other instrument or agreement required hereunder.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority governmental authority or any arbitrator which may that would, or could reasonably be expected to materially adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(e) Guarantor’s principal place of business as of the date hereof is 0000 Xxxxxxx Xx., Suite 500, Lake Oswego, OR 97035.
(f) Guarantor owns, Tenant is directly or indirectly, all of the issued indirectly owned and outstanding stock of Tenantcontrolled by Guarantor.
(g) Guarantor has reviewed derived or expects to derive financial and approved other advantages and benefits directly or indirectly, from the making of the Lease and each the payment and performance of the documentsObligations. Guarantor hereby acknowledges that Landlord will be relying upon Guarantor’s guarantee, agreements representations, warranties and instruments executed and delivered in connection with the Leasecovenants contained herein.
(h) All necessary consentsreports, approvals statements (financial or otherwise), certificates and authorizations, if any, other data furnished by or on behalf of Guarantor to the execution and delivery of Landlord in connection with this Guaranty or the Lease are: true and to the transactions contemplated herebycorrect, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltdall material respects, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, the applicable date or period provided therein; and fairly represent the financial condition of Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation as of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantyrespective date thereof.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) Guarantor is a corporation corporation, duly organized, validly existing and in good standing under the laws of Bermudathe State of Maryland, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification qualification, and has full all requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guaranty.
(b) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements Applicable Laws or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority governmental authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(f) Guarantor’s primary place of business is as first set forth above.
(g) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of an ownership interest in Tenant.
(gh) The Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Representations and Warranties of Guarantor. To induce Lender to agree to the Requested Actions and to enter into the Assumption Agreement, Guarantor represents and warrants thatto Lender as follows:
(a) Guarantor is the owner of a corporation duly organizeddirect interest in Borrower, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power received, or will receive, direct or indirect financial and authority other advantage and benefit, directly or indirectly, from the Loan and from each and every renewal, extension, amendment, increase, replacement, release of collateral or other relinquishment of legal rights made or granted or to enter into be made or granted by Lender to Borrower and perform its obligations under the giving of this Guaranty. Guarantor’s principal offices are located The value of the consideration and benefits received and to be received by Guarantor as a result of Lender making the Loan to Borrower is reasonably worth at least as much as the address set forth in the opening paragraph liability and obligation of this GuarantyGuarantor hereunder.
(b) The execution, delivery and performance by Guarantor of this Guaranty does not and the consummation of the transactions contemplated hereunder do not, and will not not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (ior an event which with notice or lapse of time or both would constitute a default) contravene applicable Legal Requirements under. or result in the breach of, any court order, indenture, mortgage, deed to secure debt, deed of trust, trust deed, charge, lien, or any contractual restriction contract, agreement or other instrument to which Guarantor is a party or which may be binding on or affecting applicable to Guarantor. This Guaranty is a legal, valid and binding obligation of Guarantor or any of and is enforceable in accordance with its propertiesterms, or (ii) result in or require the creation of any lienexcept as limited by bankruptcy, security interest insolvency or other charge or encumbrance upon or with respect laws of general application relating to any the enforcement of its propertiescreditors’ rights.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or any person or entity (a “Person”) (other regulatory body than those that have been duly obtained or made and which are in full force and effect) is required for the consummation of this Guaranty or the due execution, delivery and or performance by Guarantor of this Guaranty.
(d) This Guaranty There has been no material adverse change in the net worth, assets, financial condition, or prospective financial position of Guarantor since the date of the financial statements of Guarantor most recently delivered to Lender. No litigation, investigation, or proceeding of or before any arbitrator, court or governmental authority is a legalpending or, valid and binding obligation to the knowledge of Guarantor, enforceable threatened by or against Guarantor in accordance or against any of Guarantor’s assets: (i) with its termsrespect to this Guaranty or any of the transactions contemplated by any of the Loan Documents; or (ii) which could have a material adverse effect on the net worth, assets, financial condition, or prospective financial position of Guarantor.
(e) There is no action, suit None of the factual information heretofore or proceeding pending contemporaneously furnished in writing to Lender by or threatened against or otherwise affecting on behalf of Guarantor before any court or other Governmental Authority in connection with this Guaranty or any arbitrator other Loan Document contains any untrue statement of a material fact, or omits to state any material fact necessary to make any information not misleading, and no other factual information hereafter furnished in connection with this Guaranty or any Loan Document by or on behalf of Guarantor to Lender will contain any untrue statement of a material fact or will omit to state any material fact necessary to make any information not misleading on the date as of which may adversely affect Guarantor’s ability to perform its obligations under this Guarantysuch information is dated or certified.
(f) Guarantor owns, directly There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or indirectly, all of the issued and outstanding stock of Tenantwaived.
(g) Guarantor has, independently and without reliance upon Lender and based on such documents and information as it has reviewed deemed appropriate, made its own credit analysis and approved decision to enter into this Guaranty and any other Loan Document to which Guarantor is or may become a party, and is now and at all times will be completely familiar with, the Lease business, condition (financial or otherwise), operations, performance, properties and prospects of Borrower and each of the documents, agreements and instruments executed and delivered in connection with the Leaseother Loan Party.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of Neither Lender nor any other parties are party has made any representation, warranty or will be necessary statement to Guarantor in connection therewithorder to induce Guarantor to execute this Guaranty.
(i) The Lease constitutes a transaction entered into in As of the ordinary course of Tenant’s businessdate hereof, (ii) and after giving effect to this Guaranty constitutes a transaction entered into in and the ordinary course of Guarantor’s businesscontingent obligation evidenced hereby, Guarantor is, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenantwill be, solvent, and this Guaranty prior to has and will have assets which, fairly valued, exceed its execution by Guarantor. In reliance on the foregoing representationobligations, liabilities (including contingent liabilities) and debts, and without limitation of the provisions of Section 6(h), Landlord has agreed and will have property and assets sufficient to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantysatisfy and repay its obligations and liabilities.
(j) [Successor Guarantor] is the successor to The Guaranteed Obligations are for investment, business, or commercial purposes and not for personal, family, household, or agricultural purposes.
(k) Guarantor has reviewed and approved all of the assets Loan Documents, including the Note and business the Assumption Agreement prepared in connection therewith, and has had an opportunity to discuss the Loan Documents with its legal counsel.
(l) Guarantor has filed all required federal, state and local tax returns and has paid all taxes as shown on such returns as they have become due. No claims have been assessed and are unpaid with respect to such taxes.
(m) Guarantor represents and warrants to Lender that all of Global Crossing Holdings Ltd.]the representations and warranties relating to Guarantor contained in any of the other Loan Documents are true and correct in all material respects (unless such representation or warranty contains a materiality qualifier, in which event the representation or warranty shall be true and correct in all respects).
(n) All representations and warranties made by Guarantor herein shall survive the execution hereof.
Appears in 1 contract
Samples: Guaranty of Nonrecourse Carveout Liabilities and Obligations (Generation Income Properties, Inc.)
Representations and Warranties of Guarantor. Guarantor represents and warrants to the Landlord that:
(a) Guarantor (i) is a corporation duly organized, validly existing and in good standing under the laws of Bermudathe country of its incorporation, (ii) has the corporate power, authority and legal right to conduct the business in which it is currently engaged, and (iii) is duly qualified to do business and in each jurisdiction where good standing under the conduct laws of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this GuarantyFrance.
(b) The Guarantor has the power, authority and legal right to make, deliver and perform this Guaranty and has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. No consent of any other person (including, without limitation, stockholders and creditors of Guarantor), and no authorization of, notice to, or other act by or in respect of Guarantor by or with any governmental authority, agency or instrumentality is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty does that has not already been taken or obtained. This Guaranty has been duly executed and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance delivered by Guarantor of this Guaranty.
(d) This Guaranty is and constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(ec) There is no actionThe execution, suit delivery and performance by Guarantor of this Guaranty will not violate any provision of any existing law or proceeding pending regulation applicable to Guarantor or threatened against of any award, order or otherwise affecting decree applicable to Guarantor before of any court court, arbitrator or governmental authority, or of any security issued by Guarantor or of any mortgage, indenture, lease, contract or other Governmental Authority agreement or undertaking to which Guarantor is a party or by which Guarantor or any arbitrator which may adversely affect Guarantor’s ability of its properties or assets is bound.
(d) Guarantor has full and complete access to perform its obligations under the financial records of Tenant and has fully satisfied itself with regard to those records prior to entering into this Guaranty.
(fe) The financial statements of Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered provided to Landlord in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty are true and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York correct in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among othersall material respects, have been duly obtainedprepared in accordance with generally accepted accounting principles consistently applied, and present fairly and accurately the financial condition of Guarantor as of the respective dates thereof, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into material adverse change has occurred in the ordinary course financial condition of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantysince such dates.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Representations and Warranties of Guarantor. To induce Lender to agree to the Requested Actions and to enter into the Assumption Agreement, Guarantor represents and warrants thatto Lender as follows:
(a) Guarantor is the owner of a corporation duly organizeddirect interest in Borrower, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power received, or will receive, direct or indirect financial and authority other advantage and benefit, directly or indirectly, from the Loan and from each and every renewal, extension, amendment, increase, replacement, release of collateral or other relinquishment of legal rights made or granted or to enter into be made or granted by Lender to Borrower and perform its obligations under the giving of this Guaranty. Guarantor’s principal offices are located The value of the consideration and benefits received and to be received by Guarantor as a result of Lender making the Loan to Borrower is reasonably worth at least as much as the address set forth in the opening paragraph liability and obligation of this GuarantyGuarantor hereunder.
(b) The execution, delivery and performance by Guarantor of this Guaranty does not and the consummation of the transactions contemplated hereunder do not, and will not not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (ior an event which with notice or lapse of time or both would constitute a default) contravene applicable Legal Requirements under, or result in the breach of, any court order, indenture, mortgage, deed to secure debt, deed of trust, trust deed, charge, lien, or any contractual restriction contract. agreement or other instrument to which Guarantor is a party or which may be binding on or affecting applicable to Guarantor. This Guaranty is a legal, valid and binding obligation of Guarantor or any of and is enforceable in accordance with its propertiesterms, or (ii) result in or require the creation of any lienexcept as limited by bankruptcy, security interest insolvency or other charge or encumbrance upon or with respect laws of general application relating to any the enforcement of its propertiescreditors’ rights.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or any person or entity (a “Person”) (other regulatory body than those that have been duly obtained or made and which are in full force and effect) is required for the consummation of this Guaranty or the due execution, delivery and or performance by Guarantor of this Guaranty.
(d) This Guaranty There has been no material adverse change in the net worth, assets, financial condition, or prospective financial position of Guarantor since the date of the financial statements of Guarantor most recently delivered to Lender. No litigation, investigation, or proceeding of or before any arbitrator, court or governmental authority is a legalpending or, valid and binding obligation to the knowledge of Guarantor, enforceable threatened by or against Guarantor in accordance or against any of Guarantor’s assets: (i) with its termsrespect to this Guaranty or any of the transactions contemplated by any of the Loan Documents: or (ii) which could have a material adverse effect on the net worth, assets, financial condition, or prospective financial position of Guarantor.
(e) There is no action, suit None of the factual information heretofore or proceeding pending contemporaneously furnished in writing to Lender by or threatened against or otherwise affecting on behalf of Guarantor before any court or other Governmental Authority in connection with this Guaranty or any arbitrator other Loan Document contains any untrue statement of a material fact, or omits to state any material fact necessary to make any information not misleading. and no other factual information hereafter furnished in connection with this Guaranty or any Loan Document by or on behalf of Guarantor to Lender will contain any untrue statement of a material fact or will omit to state any material fact necessary to make any information not misleading on the date as of which may adversely affect Guarantor’s ability to perform its obligations under this Guarantysuch information is dated or certified.
(f) Guarantor owns, directly There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or indirectly, all of the issued and outstanding stock of Tenantwaived.
(g) Guarantor has, independently and without reliance upon Lender and based on such documents and information as it has reviewed deemed appropriate, made its own credit analysis and approved decision to enter into this Guaranty and any other Loan Document to which Guarantor is or may become a party, and is now and at all times will be completely familiar with, the Lease business, condition (financial or otherwise), operations, performance, properties and prospects of Borrower and each of the documents, agreements and instruments executed and delivered in connection with the Leaseother Loan Party.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of Neither Lender nor any other parties are party has made any representation, warranty or will be necessary statement to Guarantor in connection therewithorder to induce Guarantor to execute this Guaranty.
(i) The Lease constitutes a transaction entered into in As of the ordinary course of Tenant’s business, (ii) date hereof. and after giving effect to this Guaranty constitutes a transaction entered into in and the ordinary course of Guarantor’s businesscontingent obligation evidenced hereby, Guarantor is, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant\\ i[l be, solvent, and this Guaranty prior to has and will have assets which, fairly valued, exceed its execution by Guarantor. In reliance on the foregoing representationobligations, liabilities (including contingent liabilities) and debts, and without limitation of the provisions of Section 6(h), Landlord has agreed and will have property and assets sufficient to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantysatisfy and repay its obligations and liabilities.
(j) [Successor Guarantor] is the successor to The Guaranteed Obligations are for investment, business, or commercial purposes and not for personal, family, household, or agricultural purposes.
(k) Guarantor has reviewed and approved all of the assets Loan Documents, including the Note and business the Assumption Agreement prepared in connection therewith, and has had an opportunity to discuss the Loan Documents with its legal counsel.
(1) Guarantor has filed all required federal, state and local tax returns and has paid all taxes as shown on such returns as they have become due. No claims have been assessed and are unpaid with respect to such taxes.
(m) Guarantor represents and warrants to Lender that all of Global Crossing Holdings Ltd.]the representations and warranties relating to Guarantor contained in any of the other Loan Documents are true and correct in all material respects (unless such representation or warranty contains a materiality qualifier, in which event the representation or warranty shall be true and correct in all respects).
(n) All representations and warranties made by Guarantor herein shall survive the execution hereof.
Appears in 1 contract
Samples: Guaranty of Nonrecourse Carveout Liabilities and Obligations (Generation Income Properties, Inc.)
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) Guarantor is a corporation duly organizedFlorida corporation, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full all requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at , and this Guaranty is valid and binding upon and enforceable against Guarantor without the address set forth in the opening paragraph requirement of this Guarantyfurther action or condition.
(b) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene any applicable Legal Requirements legal requirements, the organizational documents of Guarantor, any order, writ, injunction, decree applicable to Guarantor, or any contractual restriction binding on or affecting Guarantor or any of its propertiesproperties or assets, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesproperties or assets.
(c) No approval, consent, exemption, authorization or approval or other action by, and no or notice to to, or filing with, any Governmental Authority governmental authority is necessary or other regulatory body is required for in connection with the due execution, delivery and or performance by by, or enforcement against, Guarantor of this GuarantyGuaranty or any other instrument or agreement required hereunder.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority governmental authority or any arbitrator which may that would reasonably be expected to adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(fe) Guarantor’s principal place of business as of the date hereof is 0000 Xxxxxx Xxxxxx Drive, Orlando, Florida 32837.
(i) Lessee is indirectly or directly owned and controlled by Guarantor. Guarantor owns, shall derive financial and other advantages and benefits directly or indirectly, all from the making of the issued Lease and outstanding stock the payment and performance of Tenantthe Obligations. Guarantor hereby acknowledges that Lessor will be relying upon Guarantor’s guarantee, representations, warranties and covenants contained herein.
(g) All reports, statements (financial or otherwise), certificates and other data furnished by or on behalf of Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered to Lessor in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty or the Lease are: true and to the transactions contemplated herebycorrect, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltdall material respects, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, the applicable date or period provided therein; and fairly represent the financial condition of Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation as of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantyrespective date thereof.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Guaranty of Lease (Four Corners Property Trust, Inc.)
Representations and Warranties of Guarantor. Guarantor represents hereby represents, warrants, and warrants covenants, as of the date hereof and, except to the extent relating to a specific date or as otherwise contemplated and permitted hereunder, as of the date of each Warehousing Advance Request and as of the making of each Warehousing Advance, that:
(a) Guarantor is has a corporation duly organizedfinancial interest in Borrower and will derive a material and substantial benefit, validly existing directly or indirectly, from the making of the Loan to Borrower and in good standing under from the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph making of this Guaranty.Guaranty by Guarantor;
(b) The this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor in accordance with its terms, except as enforceability may be limited by applicable insolvency, bankruptcy or other Laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law;
(c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements cause Guarantor to be, in violation of or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or default with respect to any law or in default (or at risk of its properties.
(cacceleration of indebtedness) No authorization under any agreement or approval restriction by which Guarantor is bound or other action byaffected, and no notice which violation or default would reasonably be expected to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.result in a Material Adverse Effect;
(d) This Guaranty Guarantor is a legalduly organized, valid validly existing, and binding obligation in good standing under the laws of Guarantorthe state of its organization, enforceable against Guarantor in accordance with its terms.and has full power and authority to enter into and perform this Guaranty;
(e) There after giving effect to this Guaranty, Guarantor is no actionSolvent, suit is not engaged or proceeding pending about to engage in any business or threatened against a transaction for which Guarantor has unreasonably small capital, and does not intend to incur or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s believe that it will incur debts that will be beyond its ability to perform its obligations under this Guaranty.pay as such debts mature;
(f) Agent has no duty at any time to investigate or inform Guarantor owns, directly or indirectly, all of the issued financial or business condition or affairs of Borrower or any change therein, and outstanding stock Guarantor will keep fully apprised of Tenant.Borrower’s financial and business condition;
(g) Guarantor has reviewed acknowledges and approved agrees that Guarantor may be required to pay and perform the Lease and each of the documents, agreements and instruments executed and delivered Guaranteed Obligations in connection with the Lease.full without assistance or support from Borrower or any other Person;
(h) All necessary consents, approvals Guarantor has read and authorizations, if any, to fully understands the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York provisions contained in the consolidated cases entitled Global Crossing LtdNote, et al., Case No. 02-40188 (REG) et seq.the Credit Agreement, and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.Loan Documents; and
(i) The Lease constitutes a transaction entered into without limiting the foregoing, each representation and warranty made in the ordinary course Credit Agreement with respect to Guarantor is hereby incorporated herein by reference as if made directly by the Guarantor therein, is true and correct in all material respects and does not omit any material information required to make such representation or warranty not materially misleading in light of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of circumstances and contexts made. Guarantor’s businessrepresentations and warranties are a material inducement to Agent and each Lender to enter into the other Loan Documents and shall survive the execution hereof and any bankruptcy, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenantforeclosure, and this Guaranty prior to its execution by transfer of security or other event affecting Borrower, Guarantor. In reliance on the foregoing representation, and without limitation any other party, or any security for all or any part of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this GuarantyGuaranteed Obligations.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Guaranty Agreement (Ares Commercial Real Estate Corp)
Representations and Warranties of Guarantor. The Guarantor hereby covenants, represents and warrants thatto the Counterparties as follows:
(a) a. The Guarantor is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Bermudaits jurisdiction of incorporation, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has with full requisite corporate power and authority to enter into this Guaranty and to perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guarantyhereunder.
(b) b. The execution, delivery and performance by the Guarantor of this Guaranty are within the corporate power of the Guarantor and have been duly authorized by all necessary corporate action of the Guarantor.
c. The execution, delivery and performance by the Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements conflict with or violate any contractual restriction law, judgment, order or decree binding on the Guarantor or affecting the Certificate of Incorporation or Bylaws of the Guarantor or any of its properties, contract or (ii) result in agreement to which the Guarantor is a party or require the creation by which it is bound.
d. No additional consent of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action byperson, and no notice to to, filing or filing registration with, or authorization, consent or approval of, any Governmental Authority governmental, regulatory or other self-regulatory body agency is necessary or required for to be made or obtained by the due execution, Guarantor in connection with the execution and delivery and performance by the Guarantor of this GuarantyGuaranty or the performance by the Guarantor of its obligations hereunder.
(d) e. This Guaranty is constitutes a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.
(e) f. There is no actionlitigation, suit arbitration proceeding, governmental investigation, citation or proceeding action of any kind pending or, to the knowledge or the Guarantor, proposed or threatened against the Guarantor or otherwise affecting relating to the business, assets or properties of the Guarantor before any court or other Governmental Authority or any arbitrator which may which, if adversely determined, would materially and adversely affect Guarantor’s the ability of the Guarantor to perform its obligations under this Guarantyhereunder.
(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor hereby represents and warrants warrants, as to itself on the date hereof and during the duration of this Guaranty Agreement, that:
(ai) Guarantor It is a corporation duly organized, formed and registered and validly existing and in good standing under the laws of Bermudathe jurisdiction of its formation, has the full legal power and authority and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and to carry on its business as currently conducted, is duly qualified to do business and is in good standing in each jurisdiction where in which the conduct transaction of its business requires makes such qualification necessary. It has the authority under its organizational documents and has full requisite corporate power and authority applicable law to enter into this Guaranty Agreement and to perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth all acts contemplated hereby or in the opening paragraph of this Guarantyconnection herewith.
(bj) The execution, delivery and performance by Guarantor of this Guaranty does Agreement and the transactions contemplated hereby are within its powers, have been duly authorized by all necessary action and do not and constitute or will not (i) contravene applicable Legal Requirements result in a breach of any of the terms, conditions or provisions of its organizational documents or result in a breach of any contractual legal restriction binding on or affecting Guarantor result in the breach of any provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture, loan or credit agreement or other instrument to which it or any of its propertiesproperty is subject, or (ii) result in or require the creation violation of any lienlaw, security interest rule, regulation, order, judgment or other charge decree to which it or encumbrance upon or with respect to any of its propertiesproperty is subject.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.
(dk) This Guaranty is a Agreement constitutes legal, binding and valid and binding obligation obligations of Guarantor, enforceable against Guarantor it in accordance with its terms, except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor’s rights generally. The execution and delivery of this Guaranty Agreement and the performance of its obligations hereunder do not require any license, consent, approval, authorization or other action of any Governmental Authority or any other Person, or if required, such license, consent, approval, authorization or other action has been obtained prior to the Effective Date.
(el) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of Guarantor to Buyer and Repo Agent in connection with the negotiation, preparation or delivery of this Guaranty Agreement and the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading as of the date delivered.
(m) There is no action, suit suit, proceeding, inquiry or proceeding investigation, at law or in equity, or before or by any court, public board or body pending or or, to Guarantor’s knowledge, threatened against or otherwise affecting Guarantor before it (or, to its knowledge, any court basis therefor) wherein an unfavorable decision, ruling or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability finding would be reasonably likely to perform its obligations under this Guarantyhave a Guaranty Material Adverse Effect.
(fn) This Guaranty Agreement has not been entered into fraudulently by Guarantor ownswith the intent to hinder, directly delay or indirectlydefraud any creditor, all of the issued and outstanding stock of TenantBuyer or Repo Agent.
(go) As of the date hereof and after giving effect to this Guaranty Agreement and the contingent obligation evidenced hereby, the fair value of Guarantor’s assets is greater than the fair value of its liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on its financial statements in accordance with generally accepted accounting principles (“GAAP”)). Guarantor is and will be solvent, is and will be able to pay its debts as they mature and does not and will not have unreasonably small capital to engage in the business in which it is engaged and proposes to engage. It does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. It is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of it or any of its assets.
(p) Guarantor is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
(q) Guarantor has independently reviewed the Repurchase Agreement and approved the Lease and each of the documents, related agreements and instruments executed has made an independent determination as to the validity and delivered enforceability thereof, and in connection with executing and delivering this Guaranty Agreement to Buyer and Repo Agent, it is not in any manner relying upon the Leasevalidity, enforceability, attachment or perfection of any Liens or security interests of any kind or nature granted by Seller A to Buyer and Repo Agent, now or at any time and from time to time in the future.
(hr) All necessary consentsGuarantor has filed or caused to be filed all tax returns which are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it and all other taxes, approvals and authorizationsfees or other charges imposed on it by any Governmental Authority (other than for any such taxes, if any, which are currently being contested in good faith by appropriate proceedings); no tax lien has been filed, and, to the execution and delivery knowledge of this Guaranty and Guarantor, no claim is being asserted, with respect to the transactions contemplated herebyany such tax, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents fee or approvals of any other parties are or will be necessary in connection therewithcharge.
(is) The Lease constitutes a transaction entered into There are no facts or circumstances that, individually or in the ordinary course of Tenant’s businessaggregate, (ii) this would reasonably be expected to have a Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this GuarantyMaterial Adverse Effect.
(jt) [Successor Guarantor] Guarantor has a direct or indirect and substantial economic interest in Seller A and expects to derive substantial benefits from the transactions of Seller A under the Repurchase Agreement. It is the successor to all entering into this Guaranty Agreement for legitimate business purposes and reasonably believes that its guaranty of the assets its Guaranty Obligations and business of Global Crossing Holdings Ltd.]its Guaranty Expenses is in its best interests.
Appears in 1 contract
Representations and Warranties of Guarantor. In order to induce Agent to enter into this Amendment, Guarantor represents and warrants to Agent that:
(a) The representations and warranties contained in Article II of the Original Guaranty are true and correct at and as of the time of the effectiveness hereof except in lieu of Section 2.1.6 of the Original Guaranty and the last sentence of Section 2.1.7 of the Original Guaranty, Guarantor is a corporation duly organized, validly existing making the representations and warranties in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guarantysubsection 3.1(e) below.
(b) Guarantor is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Guaranty. Guarantor has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the obligations of Guarantor hereunder.
(c) The executionexecution and delivery by Guarantor of this Amendment, delivery and the performance by Guarantor of this Guaranty does its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not (i) contravene conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws of Guarantor; or of any material agreement, judgment, license, order or permit applicable Legal Requirements to or any contractual restriction binding on or affecting Guarantor or any of its propertiesupon Guarantor, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon any assets or with respect to any properties of its properties.
(c) No Guarantor. Except for those which have been obtained, no consent, approval, authorization or approval order of any court or other action by, and no notice to governmental authority or filing with, any Governmental Authority or other regulatory body third party is required for in connection with the due execution, execution and delivery and performance by Guarantor of this GuarantyAmendment or to consummate the transactions contemplated hereby.
(d) This When duly executed and delivered, each of this Amendment and the Guaranty is will be a legal, valid legal and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights and by equitable principles of general application.
(e) There is no actionThe audited annual consolidated financial statements of Guarantor dated as of December 31, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(f) Guarantor owns, directly or indirectly, all 1999 fairly presents the consolidated financial position at such date and the consolidated statement of operations and the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered changes in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court consolidated financial position for the Southern District period ending on such date for Guarantor. Copies of New York such financial statements have heretofore been delivered to each Lender. Since such date no material adverse change has occurred in the financial condition or businesses or in the consolidated cases entitled Global Crossing Ltdfinancial condition or businesses of Guarantor, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated except as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into described in the ordinary course of Tenant’s businessGuarantors' annual report on Form 10-K filed with the Securities and Exchange Commission on March 30, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty2000.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Guaranty of Payment Agreement (Alterra Healthcare Corp)
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermudathe State of Delaware, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guaranty.
(b) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s 's ability to perform its obligations under this Guaranty.
(f) Guarantor owns, directly or indirectly, all approximately 17.86% of the issued and outstanding stock equity interests of Tenant.
(g) Guarantor has reviewed and approved acknowledges having notice of all the provisions of the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals The financial statements and authorizationsaccompanying letters and documents of Guarantor, if any, made available to Landlord in connection with the execution Lease (collectively, the "Financial Statements") are true, complete and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York correct in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq.all respects, and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to fairly present the Purchase Agreement, dated net worth of Guarantor as of August 9the date thereof, 2002and, among STTsince the date of such Financial Statements, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case there has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by no material adverse change in Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty's net worth.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor represents hereby represents, warrants and warrants covenants to Bank of America that:
(a) Guarantor is a corporation duly organizedformed, validly existing and in good standing under the laws of Bermuda, the jurisdiction in which it is duly qualified to do business in each jurisdiction where formed.
(b) Guarantor has the conduct of its business requires such qualification and has full requisite corporate power and authority and the legal right to enter into execute, deliver and perform its obligations under this Guaranty. Guarantor’s principal offices are located at Guaranty and has taken all necessary action to authorize the address set forth in the opening paragraph execution, delivery and performance of this Guaranty.
(bc) The Guarantor’s execution, delivery and performance by Guarantor of this Guaranty does not contravene any applicable law, and will not (i) contravene applicable Legal Requirements conflict with or any contractual restriction binding on or affecting Guarantor or any result in a breach of the terms of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesorganizational documents.
(cd) No authorization or approval or other action byAll filings and registrations, authorizations, approvals and no notice to or filing with, any Governmental Authority or other regulatory body is required consents necessary for the due Guarantor’s execution, delivery and performance by Guarantor of this GuarantyGuaranty and for the validity and enforceability thereof, have been made or obtained and are in full force and effect.
(de) This Guaranty has been duly and validly executed and delivered by Guarantor and is a the legal, valid and binding obligation of Guarantor, enforceable against Guarantor Guarantor, in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights and to the availability of equitable remedies.
(ef) The execution, delivery and performance of this Guaranty will not violate in any material respect any requirement of law or contractual obligation of Guarantor or any of its subsidiaries and will not 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 contractual obligation.
(g) Guarantor will not declare or pay any dividends upon any shares of Guarantor’s stock now or hereafter outstanding, except dividends payable in the capital stock or stock rights of Guarantor, or make any distribution of assets to its stockholders including, without limitation, pursuant to any stock repurchase, whether in cash, property or securities if; at the date of such payment or distribution, there shall have occurred and be continuing an Event of Default or Potential Default under the Loan Agreement.
(h) There is no action, suit suit, proceeding, inquiry or proceeding investigation, at law or in equity, or before or by any court, public board or body pending or or, to Guarantor’s knowledge, threatened against or otherwise affecting Guarantor before (or, to Guarantor’s knowledge, any court basis therefor) wherein an unfavorable decision, ruling or other Governmental Authority or any arbitrator which may finding would adversely affect the validity or enforceability of this Guaranty or Guarantor’s ability to perform carry out its obligations under this Guarantyhereunder.
(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.
(gi) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Loan Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor shall at all times comply with the financial covenants and/or financial ratios as set forth in the Loan Terms Letter (as defined in the Loan Agreement) related to the consolidating financials of Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.].
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor represents and warrants thatto Marriott as Zollows:
(a) Guarantor is a corporation limited partnership duly organized, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct State of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guarantyformation.
(b) The executionGuarantor has full power, delivery authority and performance by Guarantor of legal right to enter into this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of to perform its properties, or (ii) result in or require obligations under the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesterms hereof.
(c) No authorization or approval or other action byGuarantor has duly executed and delivered this Guaranty. This Guaranty constitutes a legal, valid and no notice to or filing withbinding obligation of such Guarantor, any Governmental Authority or other regulatory body is required for enforceable against it in accordance with the due execution, delivery and performance by Guarantor terms of this Guaranty.
(d) This Guaranty No authorization, consent, approval, exemption, permit or license of, or filing with, any governmental or public body or authority is a legalrequired to authorize, or is otherwise required in connection with, the valid and binding obligation execution or delivery by Guarantor of this Guaranty, or the performance of Guarantor's obligations hereunder, enforceable against Guarantor except such as have been obtained and are in accordance with its termsfull force and effect. All conditions required to the execution and delivery hereof and performance hereunder have been satisfied on or before the date hereof.
(e) There Guarantor is no actionnot a party to, suit or proceeding pending or threatened against or otherwise affecting Guarantor before bound by or subject to, any court agreement or other Governmental Authority or any arbitrator instrument, the observance of the terms and provisions of which may adversely affect would materially impair Guarantor’s 's ability to perform its his obligations under under, and to be bound by, this Guaranty.
(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to . Neither the execution and delivery by Guarantor of this Guaranty Guaranty, nor compliance by Guarantor with the terms and to provisions of this Guaranty, will conflict with, constitute a default under, or result in a breach of, any of the transactions contemplated herebyterms, conditions or provisions of, any law or decree or any regulation, order, writ, injunction, determination or award of each of any court, arbitrator or governmental department, commission, board, bureau, agency or instrumentality (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”domestic or foreign), or any agreement or instrument to which Guarantor is a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee which it or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantyits properties may be affected.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Omnibus Agreement (Fairfield Inn by Marriott LTD Partnership)
Representations and Warranties of Guarantor. The Guarantor represents and warrants thatto the Agent, the Banks and the Issuing Bank as follows:
(a) The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, its jurisdiction of incorporation and is duly qualified to do business as a foreign corporation and in each jurisdiction where good standing in all jurisdictions in which the conduct ownership of its business requires properties or the nature of its activities or both makes such qualification and necessary, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
(b) The Guarantor has full requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this GuarantyGuaranty and all such action has been duly authorized by corporate proceedings on its part.
(bc) The making and performance by the Guarantor of this Guaranty will not violate any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to the Guarantor where such violation could reasonably be expected to have a Material Adverse Effect and will not conflict with or result in a breach of or a default under the articles of incorporation or by-laws of the Guarantor and will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the Guarantor pursuant to any agreement or other instrument to which the Guarantor is a party or by which the Guarantor's properties may be bound or affected, and the Guarantor is not in default under any such order, writ, judgment, decree, determination, award, agreement or instrument, and all consents or approvals under such agreements and instruments necessary to permit the valid execution, delivery and performance by the Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guarantyhave been obtained.
(d) This Guaranty has been duly executed and delivered by the Guarantor and is a the legal, valid and binding obligation of Guarantor, the Guarantor enforceable against the Guarantor in accordance with its termsterms except as the enforceability of this Guaranty may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and except as may be limited by the exercise of judicial discretion in applying general principles of equity regardless of whether considered in a proceeding in equity or law.
(e) There No Event of Default, or event which upon the expiration of any applicable cure period or the giving of notice or both would constitute an Event of Default, has occurred and is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guarantycontinuing.
(f) There is no pending or (to the Guarantor's knowledge) threatened proceeding by or before any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic ("Official Body") against or affecting the Guarantor, except for (a) matters described in the financial statements of Guarantor ownspreviously delivered to the Agent and (b) matters that, directly individually or indirectlyin the aggregate, all of the issued and outstanding stock of Tenantcould not reasonably be expected to have a Material Adverse Effect.
(g) The Guarantor has reviewed and approved is not now nor will the Lease and each incurrence by it of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of obligations under this Guaranty and render it "insolvent". For purposes hereof, the term "insolvent" means that the present fair market value of a person's assets is less than the amount that will be required to pay the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq.probable liability on existing debts, and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”)the term "debts" includes any legal liability, a party whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent. By incurring the obligations under this Guaranty, the Guarantor does not incur debts beyond its ability to pay as they mature. The incurrence by the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]obligations hereunder will
Appears in 1 contract
Representations and Warranties of Guarantor. 8.1 Guarantor represents and warrants thatto Company as follows:
(a) Guarantor is a corporation duly organized, organized and validly existing and in good standing under the laws of Bermuda, the State of Nevada. Guarantor is duly qualified or registered to do business in each every jurisdiction where the conduct of failure to so qualify or register could have a material adverse effect on Guarantor separately or Guarantor and its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this GuarantyAffiliates taken as a whole.
(b) The Guarantor has full legal right, power and authority to carry on its present business, to own its properties and assets, to incur the indebtedness and other obligations provided for in this Guaranty, to execute and deliver this Guaranty and all other documents hereunder and to perform and observe the terms and conditions hereof and thereof.
(c) Guarantor has taken all appropriate and necessary corporate and legal action to authorize the execution and delivery of this Guaranty and all other documents hereunder and to authorize the performance and observance of the terms and conditions hereof and thereof.
(d) Guarantor has obtained or effected all authorizations necessary for the valid execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or such authorizations are in full force and effect and there has been no default under the conditions of any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiessame.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.
(de) This Guaranty is a constitutes the legal, valid and binding obligation of Guarantor, Guarantor enforceable against Guarantor in accordance with its terms. The execution, delivery and performance of the terms of this Guaranty or the payment by the Guarantor of all amounts due on the dates and in the currency provided for herein: (i) will not violate or contravene any provision of law or regulation applicable to guarantor; (ii)will not conflict with the Articles of Incorporation or By-Laws (or comparable constituent documents) of Guarantor; (iii) will not conflict with or result in the breach of any provision of, or in the imposition of any encumbrance under, any agreement or instrument to which Guarantor is a party or by which it or any of its properties or assets is bound; and (iv) will not constitute a default or an event that, with the giving of notice or the passing of time or both would constitute a default under any such agreement or instrument.
(ef) There Guarantor is no actionnot in default under any agreement or obligation applicable to it or its assets or revenues, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator the consequences of which may default could materially and adversely affect Guarantor’s its business or financial condition or its ability to perform its obligations under this Guaranty.
(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documentsits Affiliates are in full compliance with all applicable Legal Requirements, agreements and instruments executed and delivered in connection with the Leaseincluding without limitation, tax laws.
(h) All necessary consentsregistrations, approvals and authorizations, if any, recordings or filings required as a condition to the execution and delivery legality, validity or enforceability of this Guaranty or any other document to be executed and delivered pursuant to the transactions contemplated hereby, terms of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, this Guaranty have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewithmade by the Guarantor.
(i) The Lease constitutes No litigation, administrative proceeding or arbitration is presently pending or threatened against Guarantor or any o f its Affiliates or their assets or revenues which, if adversely determined, could have a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance material effect on the foregoing representation, and without limitation ability of the provisions of Section 6(h), Landlord has agreed Guarantor to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or perform its obligations under this Guaranty.
(j) [Successor Guarantor] Guarantor is the successor generally subject to all civil and commercial law and to legal proceedings and none of the Guarantor nor any of its Affiliates or their assets or revenues is entitled to claim immunity or privilege (sovereign or otherwise) from any set-off, judgment, execution, attachment or other legal process.
(k) Neither Guarantor nor any of its direct, indirect, beneficial or nominal equity owners are identified as any of the following: (1) a Specifically Designated Narcotics Trafficker under 21 U.S.C. ss.1901 et. seq. and 31 C.F.R. Part 598; (2) a Specifically Designated National listed in 31 C.F.R., Part V, Appendix A, or otherwise officially designated by the United States Department of the Treasury under any classification or notice system that affects the ability of any U.S. financial institution to transact business with such person; or (3) a person who has been convicted of Global Crossing Holdings Ltd.]any criminal offense (other than minor traffic violations), has been indicted, or has been the subject of formal criminal charges brought by a governmental prosecutors, whether or not tried or convicted, in any country. Except as may otherwise be permitted hereunder, the representations and warranties herein shall be deemed automatically renewed and restated on each anniversary hereof.
Appears in 1 contract
Samples: Guaranty and Assumption of Master Licensee's Obligations (Hosp-Italia Industries Inc)
Representations and Warranties of Guarantor. Guarantor represents hereby represents, warrants and warrants agrees that:
(a) Guarantor (i) is a corporation duly organized, validly existing and in good standing as a corporation under the laws of Bermuda, the state of its incorporation and is duly qualified to do business in good standing as a foreign corporation in each jurisdiction where the its ownership of property or conduct of its business requires such qualification and where failure to so be in good standing could have a material adverse effect on Guarantor or its property and/or its business or on Guarantor’s ability to pay or perform the Obligations or its obligations hereunder; (b) has full requisite the corporate power and authority and the legal right to enter into own and operate its property and to conduct business in the manner in which it does and proposes so to do; (c) is in compliance with all requirements of law and contractual obligations to the extent that failure to comply could have a material adverse effect on Guarantor or its property and/or business or on the ability to pay or perform the Obligations or its obligations under this Guaranty. Guarantor’s principal offices are located at hereunder; and (d) has reviewed and approved the address set forth in the opening paragraph of this Guaranty.Principal Agreements;
(b) Guarantor has the corporate power and authority and the legal right to execute, deliver and perform this Guarantee and has taken all necessary corporate action to authorize the execution, delivery and performance of this Guarantee. This Guarantee has been duly executed and delivered on behalf of Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms;
(c) The execution, delivery and performance by Guarantor of this Guaranty does not and Guarantee will not (i) contravene applicable Legal Requirements violate any requirement of law or any contractual restriction binding obligation of Guarantor to the extent that failure to comply could have a material adverse effect on or affecting Guarantor or any of its properties, property and/or its business or (ii) result in on the ability to pay or require perform the creation of any lien, security interest Obligations or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.obligations hereunder;
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor shall not permit its consolidated net worth determined in accordance with its terms.GAAP to be less than $34,000,000; and
(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability shall maintain at all times cash of Cash Equivalents as defined in the Credit Agreement with Borrower an amount equal to perform its obligations under this Guaranty.$17,500,000; and
(f) Guarantor ownsGuarantor’s Total Liabilities and Warehouse Debt (Warehouse Debt is inclusive of outstandings on warehouse lines, directly repurchase facilities or indirectlyother off balance sheet financing to Tangible Net Worth shall not exceed 12:1 (for purposes of this paragraph, all of Guarantor’s Total Liabilities shall exclude the issued Guarantor’s accrued dividends on the preferred stock; and outstanding stock of Tenant.Guarantor’s Tangible Net Worth shall include the Guarantor’s accrued dividends on the preferred stock); and
(g) Guarantor has reviewed shall not, without the prior written approval of Lender, (a) declare or pay any dividends upon its shares of stock now or hereafter outstanding, except dividends payable in the capital stock of Borrower, or make any distribution of assets to its shareholders, whether in cash, property or securities, or (b) acquire, purchase, redeem or retire shares of its capital stock now or hereafter outstanding for value; provided, however, that the term “dividends” as used in this section will not include ordinary and approved the Lease necessary business and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court administrative expenses which are paid for the Southern District direct benefit of New York in Borrower or Guarantor for which either seeks reimbursement from the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]other
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) A. Guarantor is a corporation duly organized, validly existing and in good standing company incorporated under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct State of its business requires such qualification and Ohio; has full all requisite corporate power and authority to enter into and perform its obligations under this Guaranty. ; and this Guaranty is valid and binding upon and enforceable against Guarantor’s principal offices are located at , except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, without the address set forth in the opening paragraph requirement of this Guarantyfurther action or condition.
(b) B. The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene any applicable Legal Requirements Laws, the organizational documents of Guarantor, if applicable, any order, writ, injunction, decree applicable to Guarantor, or any contractual restriction binding on or affecting Guarantor or any of its propertiesproperties or assets, or nor (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesproperties or assets.
(c) C. No approval, consent, exemption, authorization or approval or other action by, and no or notice to to, or filing with, any Governmental Authority governmental authority is necessary or other regulatory body is required for in connection with the due execution, delivery and or performance by by, or enforcement against, Guarantor of this GuarantyGuaranty or any other instrument or agreement required hereunder.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) D. There is no action, suit or proceeding pending or or, to Guarantor’s knowledge, threatened against or otherwise affecting Guarantor before any court or other Governmental Authority governmental authority or any arbitrator which that may materially adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(f) X. Xxxxxxxxx’s principal place of business is Columbus, Ohio.
F. Tenant is directly or indirectly owned and controlled by Guarantor.
G. Guarantor owns, has derived or expects to derive financial and other advantages and benefits directly or indirectly, all from the making of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each the payment and performance of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case NoObligations. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or hereby acknowledges that Landlord will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of relying upon Guarantor’s businessguarantee, representations, warranties and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantycovenants contained herein.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Lease Agreement (Big Lots Inc)
Representations and Warranties of Guarantor. In order to induce Agent to enter into this Amendment, Guarantor represents and warrants to Agent that:
(a) The representations and warranties contained in Article II of the Original Guaranty are true and correct at and as of the time of the effectiveness hereof except in lieu of Section 2.1.6 of the Original Guaranty and the last sentence of Section 2.1.7 of the Original Guaranty, Guarantor is a corporation duly organized, validly existing making the representations and warranties in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guarantysubsection 3.1(e) below.
(b) Guarantor is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Guaranty. Guarantor has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the obligations of Guarantor hereunder.
(c) The executionexecution and delivery by Guarantor of this Amendment, delivery and the performance by Guarantor of this Guaranty does its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not (i) contravene applicable Legal Requirements conflict with any provision of law, statute, rule or any contractual restriction binding on regulation or affecting Guarantor or any of its propertiesthe articles of incorporation and bylaws of Guarantor, or (ii) of any material agreement, judgment, license, order or permit applicable to or binding upon Guarantor, or result in or require the creation of any lien, security interest or other charge or encumbrance upon any assets or with respect to any properties of its properties.
(c) No Guarantor. Except for those which have been obtained, no consent, approval, authorization or approval order of any court or other action by, and no notice to governmental authority or filing with, any Governmental Authority or other regulatory body third party is required for in connection with the due execution, execution and delivery and performance by Guarantor of this GuarantyAmendment or to consummate the transactions contemplated hereby.
(d) This When duly executed and delivered, each of this Amendment and the Guaranty is will be a legal, valid legal and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights and by equitable principles of general application.
(e) There is no actionThe audited annual consolidated financial statements of Guarantor dated as of December 31, suit or proceeding pending or threatened against or otherwise affecting 1999 and the unaudited quarterly consolidated financial statements of Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(f) Guarantor ownsdated as of March 31, directly or indirectly, all 2000 fairly presents the consolidated financial position at such dates and the consolidated statement of operations and the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered changes in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court consolidated financial position for the Southern District periods ending on such date for Guarantor. Copies of New York such financial statements have heretofore been delivered to each Lender. Since such date no material adverse change has occurred in the financial condition or businesses or in the consolidated cases financial condition or businesses of Guarantor, except as described in the Guarantors' annual report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2000 and Guarantor's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2000 and except as revealed in the notebook entitled Global Crossing Ltd"Company Information" dated May 5, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”)2000, a party copy of which was delivered to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]Agent..
Appears in 1 contract
Samples: Guaranty of Payment Agreement (Alterra Healthcare Corp)
Representations and Warranties of Guarantor. Guarantor hereby represents and warrants warrants, as to itself on the date hereof and during the duration of this Guaranty Agreement, that:
(a) Guarantor It is a corporation duly organized, formed and registered and validly existing and in good standing under the laws of Bermudathe jurisdiction of its formation, has the full legal power and authority and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and to carry on its business as currently conducted, is duly qualified to do business and is in good standing in each jurisdiction where in which the conduct transaction of its business requires makes such qualification necessary. It has the authority under its organizational documents and has full requisite corporate power and authority applicable law to enter into this Guaranty Agreement and to perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth all acts contemplated hereby or in the opening paragraph of this Guarantyconnection herewith.
(b) The execution, delivery and performance by Guarantor of this Guaranty does Agreement and the transactions contemplated hereby are within its powers, have been duly authorized by all necessary action and do not and constitute or will not (i) contravene applicable Legal Requirements result in a breach of any of the terms, conditions or provisions of its organizational documents or result in a breach of any contractual legal restriction binding on or affecting Guarantor result in the breach of any provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture, loan or credit agreement or other instrument to which it or any of its propertiesproperty is subject, or (ii) result in or require the creation violation of any lienlaw, security interest rule, regulation, order, judgment or other charge decree to which it or encumbrance upon or with respect to any of its propertiesproperty is subject.
(c) No This Guaranty Agreement constitutes legal, binding and valid obligations of Guarantor, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor’s rights generally. The execution and delivery of this Guaranty Agreement and the performance of its obligations hereunder do not require any license, consent, approval, authorization or approval or other action by, and no notice to or filing with, of any Governmental Authority or any other regulatory body is required for Person, or if required, such license, consent, approval, authorization or other action has been obtained prior to the due execution, delivery and performance by Guarantor of this GuarantyEffective Date.
(d) This The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of Guarantor to Buyer and Repo Agent in connection with the negotiation, preparation or delivery of this Guaranty is Agreement and the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a legalwhole, valid and binding obligation do not contain any untrue statement of Guarantormaterial fact or omit to state any material fact necessary to make the statements herein or therein, enforceable against Guarantor in accordance with its termslight of the circumstances under which they were made, not misleading as of the date delivered.
(e) There is no action, suit suit, proceeding, inquiry or proceeding investigation, at law or in equity, or before or by any court, public board or body pending or or, to Guarantor’s knowledge, threatened against or otherwise affecting Guarantor before it (or, to its knowledge, any court basis therefor) wherein an unfavorable decision, ruling or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability finding would be reasonably likely to perform its obligations under this Guarantyhave a Guaranty Material Adverse Effect.
(f) This Guaranty Agreement has not been entered into fraudulently by Guarantor ownswith the intent to hinder, directly delay or indirectlydefraud any creditor, all of the issued and outstanding stock of TenantBuyer or Repo Agent.
(g) Guarantor has reviewed and approved the Lease and each As of the documentsdate hereof and after giving effect to this Guaranty Agreement and the contingent obligation evidenced hereby, agreements the fair value of Guarantor’s assets is greater than the fair value of its liabilities (including, without limitation, contingent liabilities if and instruments executed to the extent required to be recorded as a liability on its financial statements in accordance with generally accepted accounting principles (“GAAP”)). Guarantor is and delivered will be solvent, is and will be able to pay its debts as they mature and does not and will not have unreasonably small capital to engage in connection with the Leasebusiness in which it is engaged and proposes to engage. It does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. It is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of it or any of its assets.
(h) All necessary consentsGuarantor is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewithamended.
(i) The Lease constitutes a transaction entered into Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty Agreement to Buyer and Repo Agent, it is not in any manner relying upon the validity, enforceability, attachment or perfection of any Liens or security interests of any kind or nature granted by each Seller to Buyer and Repo Agent, now or at any time and from time to time in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantyfuture.
(j) [Successor Guarantor has filed or caused to be filed all tax returns which are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it and all other taxes, fees or other charges imposed on it by any Governmental Authority (other than for any such taxes, if any, which are currently being contested in good faith by appropriate proceedings); no tax lien has been filed, and, to the knowledge of Guarantor] , no claim is being asserted, with respect to any such tax, fee or other charge.
(k) There are no facts or circumstances that, individually or in the successor aggregate, would reasonably be expected to all have a Guaranty Material Adverse Effect.
(l) Guarantor has a direct or indirect and substantial economic interest in each Seller and expects to derive substantial benefits from the transactions of each Seller under the assets Repurchase Agreement. It is entering into this Guaranty Agreement for legitimate business purposes and business reasonably believes that its guaranty of Global Crossing Holdings Ltd.]its Guaranty Obligations and its Guaranty Expenses is in its best interests.
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor represents hereby represents, warrants and warrants covenants to Lender that:
(a) Guarantor (i) is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, the state of its formation is duly qualified to do business in good standing as a foreign entity in each jurisdiction where the its ownership of property or conduct of its business requires such qualification and where failure to so be in good standing could have a material adverse effect on Guarantor or its property and/or its business or on Guarantor’s ability to pay or perform the Obligations or its obligations hereunder; (ii) has full requisite the corporate power and authority and the legal right to enter into own and operate its property and to conduct business in the manner in which it does and proposes so to do; (iii) is in compliance with all requirements of law and contractual obligations to the extent that failure to comply could have a material adverse effect on Guarantor or its property and/or business or on the ability to pay or perform the Obligations or its obligations under this Guaranty. Guarantor’s principal offices are located at hereunder; and (iv) has reviewed and approved the address set forth in the opening paragraph of this GuarantyRepurchase Agreement.
(b) Guarantor has the corporate power and authority and the legal right to execute, deliver and perform this Guaranty and has taken all necessary corporate action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered on behalf of Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms.
(c) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements violate any requirement of law or any contractual restriction binding obligation of Guarantor to the extent that failure to comply could have a material adverse effect on or affecting Guarantor or any of its properties, property and/or its business or (ii) result in on the ability to pay or require perform the creation of any lien, security interest Obligations or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guarantyobligations hereunder.
(d) This Guaranty is a legalGuarantor will not declare or pay any dividends upon any shares of Guarantor’s stock now or hereafter outstanding, valid and binding obligation except dividends payable in the capital stock or stock rights of Guarantor, enforceable against Guarantor or make any distribution of assets to its stockholders including, without limitation, pursuant to any stock repurchase, whether in accordance with its terms.
(e) There is no actioncash, suit property or proceeding pending securities if, at the date of such payment or threatened against distribution, there shall exist an Event of Default or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations Potential Default under this Guaranty.
(f) Guarantor ownsthe Repurchase Agreement; provided, directly or indirectlyhowever, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, that to the execution and delivery extent the Guarantor is organized as a real estate investment trust, for purposes of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. any distributions required under applicable federal tax law (“STTRequired Distributions”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewithmay make Required Distributions.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Representations and Warranties of Guarantor. The Guarantor hereby covenants, represents and warrants that:
(a) to the OBLIGEES as follows: The Guarantor is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Bermudaits jurisdiction of incorporation, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has with full requisite corporate power and authority to enter into this Guaranty and to perform its obligations under this Guarantyhereunder. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guaranty.
(b) The execution, delivery and performance by the Guarantor of this Guaranty are within the corporate power of the Guarantor and have been duly authorized by all necessary corporate action of the Guarantor. The execution, delivery and performance by the Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements conflict with or violate any contractual restriction law, judgment, order or decree binding on the Guarantor or affecting the Articles of Incorporation or By Laws of the Guarantor or any of its properties, contract or (ii) result in agreement to which the Guarantor is a party or require the creation by which it is bound. No additional consent of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action byperson, and no notice to to, filing or filing registration with, or authorization, consent or approval of, any Governmental Authority governmental, regulatory or other self-regulatory body agency is necessary or required for to be made or obtained by the due execution, Guarantor in connection with the execution and delivery and performance by the Guarantor of this Guaranty.
(d) Guaranty or the performance by the Guarantor of its obligations hereunder. This Guaranty is constitutes a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.
(e) . There is no actionlitigation, suit arbitration proceeding, governmental investigation, citation or proceeding action of any kind pending or, to the knowledge of the Guarantor, proposed or threatened against the Guarantor or otherwise affecting relating to the business, assets or properties of the Guarantor before any court or other Governmental Authority or any arbitrator which may which, if adversely determined, would materially and adversely affect Guarantor’s the ability of the Guarantor to perform its obligations under this Guarantyhereunder.
(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Guaranty (U S Energy Systems Inc)
Representations and Warranties of Guarantor. 8.1 Guarantor represents and warrants thatto Company as follows:
(a) Guarantor is a corporation Sociedad Anonima duly organized, organized and validly existing and in good standing under the laws of Bermuda, the Republic of China. Guarantor is duly qualified or registered to do business in each every jurisdiction where the conduct of its business requires such qualification failure to so qualify or register could have a material adverse effect on Guarantor or Guarantor and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guarantyit Affiliates taken as a whole.
(b) The Guarantor has full legal right, power and authority to carry on its present business, to own its properties and assets, to incur the indebtedness and other obligations provided for in this Guaranty, to execute and deliver this Guaranty and all other documents hereunder and to perform and observe the terms and conditions hereof and thereof.
(c) Guarantor has taken all appropriate and necessary corporate and legal action to authorize the execution and delivery of this Guaranty and all other documents hereunder and to authorize the performance and observance of the terms and conditions hereof and thereof.
(d) Guarantor has obtained or effected all authorizations necessary for the valid execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or such authorizations are in full force and effect and the has been no default under the conditions of any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiessame.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.
(de) This Guaranty is a constitutes the legal, valid and binding obligation of Guarantor, Guarantor enforceable against Guarantor in accordance with its terms. The execution, delivery and performance of the terms of this Guaranty or the payment by the Guarantor of all amounts due on the dates and in the currency provided for herein: (i) will not violate or contravene any provision of law or regulation applicable to the guarantors; (ii) will not conflict with the Articles of Incorporation or By-Laws (or comparable constituent documents) documents) of Guarantor; (iii) will not conflict with or result in the breach of any provision of, or in the imposition of any encumbrance under, any agreement or instrument to which Guarantor is a party or by which it or any of its properties or assets is bound; and (iv) will not constitute a default or an event that, with the giving of notice or the passing of time or both, would constitute a default under any such agreement or instrument.
(ef) There Guarantor is no actionnot in default under any agreement or obligation applicable to it or its assets or revenues, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator the consequences of which may default could materially and adversely affect Guarantor’s its business or financial condition or its ability to perform its obligations under this Guaranty.
(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documentsits Affiliates are in full compliance with all applicable Legal Requirements, agreements and instruments executed and delivered in connection with the Leaseincluding without limitation, tax laws.
(h) All necessary consentsregistrations, approvals and authorizations, if any, recordings or filings required as a condition to the execution and delivery legality, validity or enforceability of this Guaranty or any other document to be executed and delivered pursuant to the transactions contemplated hereby, terms of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, this Guaranty have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewithmade by the Guarantor.
(i) The Lease constitutes No litigation, administrative proceeding or arbitration is presently pending or threatened against Guarantor or any of its Affiliates or their assets or revenues which, if adversely determined, could have a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance material effect on the foregoing representation, and without limitation ability of the provisions of Section 6(h), Landlord has agreed Guarantor to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or perform its obligations under this Guaranty.
(j) [Successor Guarantor] Guarantor is the successor generally subject to all civil and commercial law and to legal proceedings and none of the Guarantor nor any of its or their assets or revenues is entitled to claim immunity or privilege (sovereign or otherwise) from any set-off, judgment, execution, attachment or other legal process. Except as may otherwise be permitted hereunder, the representations and business of Global Crossing Holdings Ltd.]warranties herein shall be deemed automatically renewed and restated on each anniversary hereof.
Appears in 1 contract
Samples: Master License Agreement (Hosp-Italia Industries Inc)
Representations and Warranties of Guarantor. The ------------------------------------------- Guarantor hereby represents and warrants that:
(a1) The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermudathe State of Delaware, is duly qualified to do business in each jurisdiction where has the conduct of its business requires such qualification and has full requisite corporate power and authority to carry on its business as presently conducted, to own or hold under lease its properties and to enter into and perform its obligations under this Guaranty. Guarantor’s , and is duly qualified to do business in each jurisdiction in which it has operations or a principal offices are located at the address set forth in the opening paragraph office and where failure to so qualify could reasonably be expected to materially adversely affect its consolidated financial condition, business or operations, or its ability to perform any of its obligations under this Guaranty.
(b2) The execution, delivery and performance by the Guarantor of this Guaranty and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Guarantor.
(3) This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with the terms hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors' or lessors' rights generally and by the application of general equitable principles which may limit the availability of certain remedies.
(4) The execution and delivery by the Guarantor of this Guaranty do not and will not, and the performance by the Guarantor of its obligations hereunder does not and will not not, (i) violate or be inconsistent with its - charter documents or by-laws; (ii) contravene -- any Governmental Rule or Governmental Action applicable Legal Requirements to it (except that no representation or warranty is made herein with respect to the Securities Act, the Trust Indenture Act and the securities or Blue Sky laws of the various states); (iii) contravene any contractual restriction binding on provision of, or affecting constitute a default --- under, any indenture, mortgage, contract or other instrument to which the Guarantor is a party or by which it or any of its properties, properties are bound or (iiiv) result in or require the creation or imposition of any lien, security interest or Lien (other charge or encumbrance --- than Permitted Liens) upon or with respect to any of its propertiesproperties or assets.
(c5) No authorization or approval or other action by, Governmental Action and no notice to or filing withconsent of any other Person (including, without limitation, any Governmental Authority stockholder or other regulatory body creditor of the Guarantor) is required for in connection with the due execution, delivery and or performance by Guarantor of this Guaranty, except such as are required under the Securities Act, the Trust Indenture Act and the securities or Blue Sky laws of the various states.
(d6) This Guaranty is The consolidated financial statements of the Guarantor set forth in its Annual Report on Form 10-K for the year ended December 31, 1996 and the consolidated financial statements of the Guarantor set forth in its Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 fairly present the consolidated financial position of the Guarantor and its Subsidiaries as at the date thereof and the consolidated results of operations and changes in financial position of the Guarantor and its Subsidiaries for each of the periods covered thereby (subject, in the case of any unaudited interim financial statements, to changes resulting from normal year-end adjustments) in conformity with GAAP applied on a legalconsistent basis (except as disclosed in the notes thereto). Since March 31, valid 1997, there has been no material adverse change in such consolidated financial position of the Guarantor and binding obligation of Guarantorits Subsidiaries, enforceable against Guarantor in accordance with its termstaken as a whole.
(e7) There Except as disclosed in the Guarantor's Annual Report on Form 10-K for the year ended December 31, 1996, the Guarantor's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 or the Guarantor's current reports on Form 8-K, there is no action, suit suit, investigation or proceeding pending or, to the Actual Knowledge of the Guarantor threatened in writing against the Guarantor or threatened against or otherwise affecting Guarantor its properties before any court or other Governmental Authority which, individually or any arbitrator which may in the aggregate (so far as the Guarantor now can reasonably foresee), is reasonably likely materially and adversely to affect Guarantor’s the consummation of the transactions under this Guaranty or the ability of the Guarantor to perform its obligations under this Guarantyhereunder or its business or financial condition.
(f) 8) The Guarantor owns, directly or indirectly, all 100% of the issued and outstanding stock of Tenantequity interest in the Lessee.
(g9) Guarantor has reviewed The representations and approved the Lease and each warranties of the documents, agreements and instruments executed and delivered Lessee in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation Section 5 of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this GuarantyParticipation Agreement are true and correct.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Guaranty (Mobil Corp)
Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to the Agent and the Lenders as of the Closing Date that:
(a) The Guarantor is a corporation societe anonyme duly organized, validly existing and in good standing under the laws of BermudaLuxembourg, has the power to own its assets and to engage in the activities in which it is now engaged and is duly qualified to do business and in good standing under the laws of each jurisdiction where the conduct of its business activities requires such qualification and has full requisite corporate power and authority qualification, if the failure to enter into and perform its obligations under this Guaranty. so qualify would have a material adverse effect (a) on the financial condition of the Guarantor’s principal offices are located at , (b) the address set forth in the opening paragraph enforceability or effectiveness of this Guaranty.Guaranty or (c) the transactions contemplated by the Loan Agreement and the other Transaction Documents;
(b) The Guarantor has full power, authority and legal right to execute, deliver and perform this Guaranty and each other Transaction Document to which it is a party (collectively, the "GUARANTOR DOCUMENTS") and has taken all necessary action to authorize the execution, delivery and performance by it of the Guarantor Documents. No consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority or body or official is required for the execution, delivery and performance by the Guarantor of the Guarantor Documents which has not been obtained, made, given or accomplished. Each of the Guarantor Documents has been duly executed and delivered by a duly authorized representative of the Guarantor, and each such Guarantor Document constitutes the valid, legal and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with its terms;
(c) The execution, delivery and performance by the Guarantor of this Guaranty does not and the Guarantor Documents will not (i) contravene violate any provision of any existing law or regulation applicable Legal Requirements to the Guarantor, or of any order, judgment, award or decree of any court, arbitrator or governmental authority applicable to the Guarantor or the organizational documents of the Guarantor or any contractual restriction binding on mortgage, indenture, lease, contract or affecting other agreement, instrument or undertaking to which the Guarantor is a party or by which the Guarantor or any of its propertiesassets may be bound, and will not result in, or (ii) result in or require require, the creation or imposition of any lien, security interest or other charge or encumbrance upon or with respect to Lien on any of its properties.
(c) No authorization property, assets or approval revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other action byagreement, and no notice to instrument or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.undertaking;
(d) This Guaranty No litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is a legalpending or, valid and binding obligation of to the Guarantor's knowledge, threatened against the Guarantor which if decided adversely to the Guarantor, enforceable against would materially affect the condition (financial or otherwise), business or operations of the Guarantor, or the ability of the Guarantor in accordance with its terms.
(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.the Guarantor Documents;
(e) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court required in connection with the execution and delivery of the Guarantor Documents by the Guarantor, have been or will be taken or obtained on or prior to the Closing Date;
(f) The consolidated balance sheet of the Guarantor ownsat March 31, directly 1999 and the consolidated statements of income, retained earnings and cash flows for the fiscal quarter then ended fairly present in all material respects, subject to normal year-end audit adjustments and the absence of footnotes to such statements, the financial condition of the Guarantor and the results of the operations for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis.
(g) Guarantor is Solvent as of the Closing Date and will be Solvent after giving effect to the transactions contemplated by the Transaction Documents. The incurrence of Guarantor's obligations under the Guarantor Documents will not cause Guarantor: (i) to be left with unreasonably small capital for any business or indirectlytransaction in which Guarantor is presently engaged or plans to be engaged; or (ii) to be unable to pay its debts as such debts mature.
(h) Guarantor has taken all action necessary to prevent a Year 2000 Problem or cause a Material Adverse Change with respect to itself or any of its direct or indirect subsidiaries, and it will review, on an ongoing basis, whether anticipated costs, problems, and uncertainties associated with Year 2000 Problems need to be disclosed, particularly in its filings with the Securities and Exchange Commission ("SEC"). Guarantor will evidence to the Agent, at the Agent's request, that all applicable SEC rules or regulations relating to Year 2000 disclosure have been duly followed. Guarantor agrees that its, and all of its subsidiaries' Essential Information Technology shall be maintained, modified, and updated as needed to prevent any Material Adverse Change resulting from a Year 2000 Problem.
(i) The Guarantor has developed, a feasible contingency plan to adequately ensure the uninterrupted and unimpaired business operation of the Guarantor and its subsidiaries in the event of failure of its own or a third party's system or equipment due to a Year 2000 Problem, including those of vendors, customers, and suppliers, as well as a general failure of or interruption in its communication and delivery infrastructure.
(j) The Guarantor is the owner of all of the issued and outstanding stock shares of TenantCronos Holdings Investments (US) Inc., which in turn owns all of the issued and outstanding shares of Cronos Capital Corp.
(k) After giving effect to the transactions on the Closing Date, Cronos Capital Corp. will not have any unpaid Indebtedness.
(gl) The Guarantor has reviewed and approved the Lease and good title to each of the documentsClass C Note and the Escrowed Shares, agreements free and instruments executed clear of all liens, claims and delivered encumbrances, except, in connection the case of the Escrowed Shares, for the encumbrance evidenced by the escrow agreement in effect with respect thereto on the LeaseClosing Date.
(hm) All necessary consentsThis Guaranty creates in favor of the Agent a valid lien in all of Guarantor's right, approvals title and authorizations, if any, to the execution and delivery of this Guaranty interest in and to the transactions contemplated herebyClass C Note and the Escrowed Shares, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease which lien is prior to its execution by Tenantall liens, claims and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantyencumbrances.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Guaranty (Cronos Group)
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) a. Guarantor is a Delaware corporation duly organized, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full all requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph The execution, delivery and performance by Guarantor of this GuarantyGuaranty have been duly authorized by all necessary corporate action.
(b) b. The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements law or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
c. No authorization, approval, consent or permission (cgovernmental or otherwise) No authorization or approval of any court, agency, commission, or other action by, and no notice to authority or filing with, any Governmental Authority or other regulatory body entities is required for the due execution, delivery and delivery, performance or observance by Guarantor of this Guaranty or for the payment of any sums hereunder. Guarantor agrees that if any such authorization, approval, consent, or permission shall be required in the future in order to permit or effect performance of the Obligations of Guarantor under this Guaranty, Guarantor shall promptly inform Landlord or any of its successors or assigns and shall use its best efforts to obtain such authorization, approval, consent, or permission.
(d) d. Guarantor has the full power, authority and legal right to execute and deliver, and to perform and observe the provisions of this Guaranty including the payment of all moneys hereunder. This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) e. Guarantor is not in violation of any decree, ruling, judgment, order or injunction applicable to it of whatever nature which taken alone or in the aggregate, would materially and adversely affect its ability to carry out any of the terms, covenants, and conditions of this Guaranty. There is are no actionactions, suit proceedings or proceeding investigations pending or threatened against or otherwise affecting Guarantor (or any basis therefor known to Guarantor) before or by any court court, arbitrator, administrative agency or other Governmental Authority governmental authority or any arbitrator which may entity, which, taken alone or in the aggregate, if adversely decided, would materially and adversely affect Guarantor’s its ability to perform its obligations under carry out any of the terms, covenants and conditions of this Guaranty.
(f) f. Guarantor’s principal place of business is: 00000 Xxxxxxxxx Xxxxxxx Xxxxxx, XX 00000
g. Guarantor is solvent, able to meet its debts as they become due, and the fair market value of its assets exceeds the aggregate amount of its debts and liabilities as they become due, and the consummation of the transactions contemplated hereby will not adversely affect the financial condition of the Guarantor!
h. Guarantor owns, directly or indirectly, all one hundred percent (100%) of the issued and outstanding stock and/or membership interests of Tenant.
(g) i. Guarantor has reviewed is not entitled to immunity from judicial proceedings and approved agrees that, should Landlord or any of its successors or assigns bring any suit, action or proceeding in New York or Delaware to enforce any obligation or liability of Guarantor arising, directly or indirectly, out of or relating to this Guaranty, no immunity from such suit, action or proceeding will be claimed by or on behalf of Guarantor.
j. Guarantor is not in default in the Lease terms and each conditions of any agreement to which it is a party or by which it is bound, such as would materially and adversely affect its ability to carry out the terms, covenants and conditions of this Guaranty. Guarantor acknowledges and agrees that a breach of any of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), foregoing representations or warranties shall be a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or default under this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to the Agent and the Noteholders as of the Closing Date that:
(a) The Guarantor is a corporation societe anonyme duly organized, validly existing and in good standing under the laws of BermudaLuxembourg, has the power to own its assets and to engage in the activities in which it is now engaged and is duly qualified to do business and in good standing under the laws of each jurisdiction where the conduct of its business activities requires such qualification and has full requisite corporate power and authority qualification, if the failure to enter into and perform its obligations under this Guaranty. so qualify would have a material adverse effect (a) on the financial condition of the Guarantor’s principal offices are located at , (b) the address set forth in the opening paragraph enforceability or effectiveness of this Guaranty.Guaranty or (c) the transactions contemplated by the Loan Agreement and the other Transaction Documents;
(b) The Guarantor has full power, authority and legal right to execute, deliver and perform this Guaranty and each other Transaction Document to which it is a party (collectively, the "GUARANTOR DOCUMENTS") and has taken all necessary action to authorize the execution, delivery and performance by it of the Guarantor Documents. No consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority or body or official is required for the execution, delivery and performance by the Guarantor of the Guarantor Documents which has not been obtained, made, given or accomplished. Each of the Guarantor Documents has been duly executed and delivered by a duly authorized representative of the Guarantor, and each such Guarantor Document constitutes the valid, legal and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with its terms;
(c) The execution, delivery and performance by the Guarantor of this Guaranty does not and the Guarantor Documents will not (i) contravene violate any provision of any existing law or regulation applicable Legal Requirements to the Guarantor, or of any order, judgment, award or decree of any court, arbitrator or governmental authority applicable to the Guarantor or the organizational documents of the Guarantor or any contractual restriction binding on mortgage, indenture, lease, contract or affecting other agreement, instrument or undertaking to which the Guarantor is a party or by which the Guarantor or any of its propertiesassets may be bound, and will not result in, or (ii) result in or require require, the creation or imposition of any lien, security interest or other charge or encumbrance upon or with respect to Lien on any of its properties.
(c) No authorization property, assets or approval revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other action byagreement, and no notice to instrument or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.undertaking;
(d) This Guaranty No litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is a legalpending or, valid and binding obligation of to the Guarantor's knowledge, threatened against the Guarantor which if decided adversely to the Guarantor, enforceable against would materially affect the condition (financial or otherwise), business or operations of the Guarantor, or the ability of the Guarantor in accordance with its terms.
(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.the Guarantor Documents;
(e) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court required in connection with the execution and delivery of the Guarantor Documents by the Guarantor, have been or will be taken or obtained on or prior to the Closing Date;
(f) The consolidated balance sheet of the Guarantor ownsat March 31, directly 2001 and the consolidated statements of income, retained earnings and cash flows for the fiscal quarter then ended fairly present in all material respects, subject to normal year-end audit adjustments and the absence of footnotes to such statements, the financial condition of the Guarantor and the results of the operations for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis.
(g) Guarantor is Solvent as of the Closing Date and will be Solvent after giving effect to the transactions contemplated by the Transaction Documents. The incurrence of Guarantor's obligations under the Guarantor Documents will not cause Guarantor: (i) to be left with unreasonably small capital for any business or indirectlytransaction in which Guarantor is presently engaged or plans to be engaged; or (ii) to be unable to pay its debts as such debts mature.
(h) The Guarantor has good title to the Class C Note, free and clear of all liens, claims and encumbrances.
(i) The Guarantor is the owner of all of the issued and outstanding stock shares of Tenant.
Cronos Holdings Investments (gUS) Guarantor has reviewed and approved the Lease and each Inc., which in turn owns all of the documents, agreements issued and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery outstanding shares of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.Cronos Capital Corp.
(j) [Successor After giving effect to the transactions on the Closing Date, Cronos Capital Corp. will not have any unpaid Indebtedness.
(k) This Guaranty creates in favor of the Agent a valid lien in all of Guarantor] 's right, title and interest in and to the Class C Note, which lien is the successor prior to all of the assets liens, claims and business of Global Crossing Holdings Ltd.]encumbrances.
Appears in 1 contract
Samples: Guaranty (Cronos Group)
Representations and Warranties of Guarantor. In order to induce each Lender to enter into this Amendment, Guarantor represents and warrants to each Lender that:
(a) Guarantor is a corporation duly organized, validly existing The representations and warranties contained in good standing under Article II of the laws Original Guaranty are true and correct at and as of Bermuda, is duly qualified to do business in each jurisdiction where the conduct time of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guarantyeffectiveness hereof.
(b) Guarantor is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Guaranty. Guarantor has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the obligations of Guarantor hereunder.
(c) The executionexecution and delivery by Guarantor of this Amendment, delivery and the performance by Guarantor of this Guaranty does its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not (i) contravene applicable Legal Requirements conflict with any provision of law, statute, rule or any contractual restriction binding on regulation or affecting Guarantor or any of its propertiesthe articles of incorporation and bylaws of Guarantor, or (ii) of any material agreement, judgment, license, order or permit applicable to or binding upon Guarantor, or result in or require the creation of any lien, security interest or other charge or encumbrance upon any assets or with respect to any properties of its properties.
(c) No Guarantor. Except for those which have been obtained, no consent, approval, authorization or approval order of any court or other action by, and no notice to governmental authority or filing with, any Governmental Authority or other regulatory body third party is required for in connection with the due execution, execution and delivery and performance by Guarantor of this GuarantyAmendment or to consummate the transactions contemplated hereby.
(d) This When duly executed and delivered, each of this Amendment and the Guaranty is will be a legal, valid legal and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights and by equitable principles of general application.
(e) There is no actionThe audited annual consolidated financial statements of Guarantor dated as of December 31, suit or proceeding pending or threatened against or otherwise affecting 1998 and the unaudited quarterly consolidated financial statements of Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(f) Guarantor ownsdated as of June 30, directly or indirectly, all 1999 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered changes in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court consolidated financial position for the Southern District periods ending on such dates for Guarantor. Copies of New York such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents financial condition or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course businesses of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Guaranty of Payment Agreement (Alterra Healthcare Corp)
Representations and Warranties of Guarantor. The Guarantor represents and warrants thatto the Agent, the Banks and the Issuing Bank as follows:
(a) The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, its jurisdiction of incorporation and is duly qualified to do business as a foreign corporation and in each jurisdiction where good standing in all jurisdictions in which the conduct ownership of its business requires properties or the nature of its activities or both makes such qualification and necessary, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
(b) The Guarantor has full requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this GuarantyGuaranty and all such action has been duly authorized by corporate proceedings on its part.
(bc) The making and performance by the Guarantor of this Guaranty will not violate any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to the Guarantor where such violation could reasonably be expected to have a Material Adverse Effect and will not conflict with or result in a breach of or a default under the articles of incorporation or by-laws of the Guarantor and will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the Guarantor pursuant to any agreement or other instrument to which the Guarantor is a party or by which the Guarantor's properties may be bound or affected, and the Guarantor is not in default under any such order, writ, judgment, decree, determination, award, agreement or instrument, and all consents or approvals under such agreements and instruments necessary to permit the valid execution, delivery and performance by the Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guarantyhave been obtained.
(d) This Guaranty has been duly executed and delivered by the Guarantor and is a the legal, valid and binding obligation of Guarantor, the Guarantor enforceable against the Guarantor in accordance with its termsterms except as the enforceability of this Guaranty may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and except as may be limited by the exercise of judicial discretion in applying general principles of equity regardless of whether considered in a proceeding in equity or law.
(e) There No Event of Default, or event which upon the expiration of any applicable cure period or the giving of notice or both would constitute an Event of Default, has occurred and is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guarantycontinuing.
(f) There is no pending or (to the Guarantor's knowledge) threatened proceeding by or before any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic ("Official Body") against or affecting the Guarantor, except for (a) matters described in the financial statements of Guarantor ownspreviously delivered to the Agent and (b) matters that, directly individually or indirectlyin the aggregate, all of the issued and outstanding stock of Tenantcould not reasonably be expected to have a Material Adverse Effect.
(g) The Guarantor is not now nor will the incurrence by it of the obligations under this Guaranty render it "insolvent". For purposes hereof, the term "insolvent" means that the present fair market value of a person's assets is less than the amount that will be required to pay the probable liability on existing debts, and the term "debts" includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent. By incurring the obligations under this Guaranty, the Guarantor does not incur debts beyond its ability to pay as they mature. The incurrence by the Guarantor of the obligations hereunder will not leave it with insufficient capital. The Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments not executed and delivered in connection this Guaranty or made any transfer or incurred any obligation hereunder with the Leaseintent to hinder, delay or defraud either present or future creditors.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Representations and Warranties of Guarantor. The Guarantor hereby represents and warrants thatas follows:
(a) The Guarantor is a corporation duly organizedincorporated, validly existing existing, and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification Mexico and has full all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Guaranty. Guarantor’s principal offices are located at carry out the address set forth in the opening paragraph terms and provisions of this Guaranty.
(b) The execution, delivery and performance by the Guarantor of this Guaranty does not are within the Guarantor's corporate powers, have been duly authorized by all necessary corporate action, and will do not (i) contravene the Guarantor's charter or by-laws, (ii) violate any applicable Legal Requirements law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, or (iii) conflict with or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any contractual restriction other material agreement, contract or other instrument binding on or affecting Guarantor the Guarantor, any of its Affiliates or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its their properties.
(c) No authorization authorization, approval, consent or approval order of, or other action by, and no notice to registration or filing with, any Governmental Authority court or other regulatory governmental body having jurisdiction over the Guarantor is required on the part of the Guarantor for the due execution, execution and delivery and performance by Guarantor of this Guaranty.
(d) This Guaranty is constitutes a legalvalid, valid legally binding and binding enforceable obligation of the Guarantor, enforceable against Guarantor in accordance with its termsexcept as enforceability hereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity.
(e) There The Guarantor is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guarantyfully aware of the contents of the LMA and hereby acknowledges the terms and conditions of the LMA and of all exhibits and schedules thereto.
(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, There are no conditions precedent to the execution and delivery effectiveness of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et althat have not been satisfied or waived., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor represents does hereby represent and warrants warrant to Landlord that:
(a) Guarantor is a corporation duly organizedhas received, validly existing or will receive, direct or indirect benefit from the Lease and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has full requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph making of this Guaranty.;
(b) The executionGuarantor is familiar with, delivery and performance by has independently reviewed the books and records regarding, the financial condition of Tenant, but Guarantor of is not relying on such financial condition as an inducement to enter into this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.Guaranty;
(c) No authorization neither Landlord nor any other party has made any representation, warranty or approval or other action by, and no notice statement to or filing with, Guarantor in order to induce any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of to execute this Guaranty.;
(d) This as of the date hereof, and after giving effect to this Guaranty and the obligations evidenced hereby, Guarantor is a legalsolvent, and has property and assets which, fairly valued, exceed such Guarantor’s obligations, liabilities and debts, and such Guarantor has property and assets in the State of Texas sufficient to satisfy and repay its, his or her obligations, liabilities and debts;
(e) this Guaranty has been duly executed and delivered by Guarantor and the person(s) or party(ies) executing this Guaranty on behalf of Guarantor has done so with all requisite due authority, with the effect that this Guaranty thus represents the valid and binding obligation of the Guarantor, enforceable against Guarantor in accordance with its terms.;
(ef) There if any party executing this Guaranty is a corporation, the board of directors of such corporation, in a duly held meeting or pursuant to a unanimous written consent in lieu of such a meeting (if permitted by law and the governing documents of such corporation), has determined that this Guaranty may reasonably be expected to benefit the corporation;
(g) neither this Guaranty nor the agreements contained herein contravene or constitute a default or create or impose any lien, charge or encumbrance under any agreement, instrument, indenture or similar instrument to which any Guarantor is a party or by which such Guarantor’s assets are bound or any other requirement of law; and
(h) there are no actionactions, suit suits or proceeding proceedings pending or threatened against or otherwise affecting Guarantor before in any court or before any federal, state, municipal or other Governmental Authority governmental department or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(f) Guarantor ownscommission, directly board, bureau, agency or indirectly, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizationsinstrumentality which, if anyadversely determined, to the execution and delivery will affect any of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) by this Guaranty constitutes a transaction entered into in or prevent or otherwise hinder any Guarantor from the ordinary course performance of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantyobligations hereunder.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Office Lease (Hippo Holdings Inc.)
Representations and Warranties of Guarantor. Guarantor hereby represents and warrants warrants, as to itself on the date hereof and during the duration of this Guaranty Agreement, that:
(a) Guarantor It is a corporation duly organized, formed and registered and validly existing and in good standing under the laws of Bermudathe jurisdiction of its formation, has the full legal power and authority and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and to carry on its business as currently conducted, is duly qualified to do business and is in good standing in each jurisdiction where in which the conduct transaction of its business requires makes such qualification necessary. It has the authority under its organizational documents and has full requisite corporate power and authority applicable law to enter into this Guaranty Agreement and to perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth all acts contemplated hereby or in the opening paragraph of this Guarantyconnection herewith.
(b) The execution, delivery and performance by Guarantor of this Guaranty does Agreement and the transactions contemplated hereby are within its powers, have been duly authorized by all necessary action and do not and constitute or will not (i) contravene applicable Legal Requirements result in a breach of any of the terms, conditions or provisions of its organizational documents or result in a breach of any contractual legal restriction binding on or affecting Guarantor result in the breach of any provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture, loan or credit agreement or other instrument to which it or any of its propertiesproperty is subject, or (ii) result in or require the creation violation of any lienlaw, security interest rule, regulation, order, judgment or other charge decree to which it or encumbrance upon or with respect to any of its propertiesproperty is subject.
(c) No This Guaranty Agreement constitutes legal, binding and valid obligations of Guarantor, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor’s rights generally. The execution and delivery of this Guaranty Agreement and the performance of its obligations hereunder do not require any license, consent, approval, authorization or approval or other action by, and no notice to or filing with, of any Governmental Authority or any other regulatory body is required for Person, or if required, such license, consent, approval, authorization or other action has been obtained prior to the due execution, delivery and performance by Guarantor of this GuarantyEffective Date.
(d) This The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of Guarantor to Buyer and Repo Agent in connection with the negotiation, preparation or delivery of this Guaranty is Agreement and the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a legalwhole, valid and binding obligation do not contain any untrue statement of Guarantormaterial fact or omit to state any material fact necessary to make the statements herein or therein, enforceable against Guarantor in accordance with its termslight of the circumstances under which they were made, not misleading as of the date delivered.
(e) There is no action, suit suit, proceeding, inquiry or proceeding investigation, at law or in equity, or before or by any court, public board or body pending or or, to Guarantor’s knowledge, threatened against or otherwise affecting Guarantor before it (or, to its knowledge, any court basis therefor) wherein an unfavorable decision, ruling or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability finding would be reasonably likely to perform its obligations under this Guarantyhave a Guaranty Material Adverse Effect.
(f) This Guaranty Agreement has not been entered into fraudulently by Guarantor ownswith the intent to hinder, directly delay or indirectlydefraud any creditor, all of the issued and outstanding stock of TenantBuyer or Repo Agent.
(g) Guarantor has reviewed and approved the Lease and each As of the documentsdate hereof and after giving effect to this Guaranty Agreement and the contingent obligation evidenced hereby, agreements the fair value of Guarantor’s assets is greater than the fair value of its liabilities (including, without limitation, contingent liabilities if and instruments executed to the extent required to be recorded as a liability on its financial statements in accordance with generally accepted accounting principles (“GAAP”)). Guarantor is and delivered will be solvent, is and will be able to pay its debts as they mature and does not and will not have unreasonably small capital to engage in connection with the Leasebusiness in which it is engaged and proposes to engage. It does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. It is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of it or any of its assets.
(h) All necessary consentsGuarantor is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewithamended.
(i) The Lease constitutes a transaction entered into Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty Agreement to Buyer and Repo Agent, it is not in any manner relying upon the validity, enforceability, attachment or perfection of any Liens or security interests of any kind or nature granted by Seller A to Buyer and Repo Agent, now or at any time and from time to time in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantyfuture.
(j) [Successor Guarantor has filed or caused to be filed all tax returns which are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it and all other taxes, fees or other charges imposed on it by any Governmental Authority (other than for any such taxes, if any, which are currently being contested in good faith by appropriate proceedings); no tax lien has been filed, and, to the knowledge of Guarantor] , no claim is being asserted, with respect to any such tax, fee or other charge.
(k) There are no facts or circumstances that, individually or in the successor aggregate, would reasonably be expected to all have a Guaranty Material Adverse Effect.
(l) Guarantor has a direct or indirect and substantial economic interest in Seller A and expects to derive substantial benefits from the transactions of Seller A under the assets Repurchase Agreement. It is entering into this Guaranty Agreement for legitimate business purposes and business reasonably believes that its guaranty of Global Crossing Holdings Ltd.]its Guaranty Obligations and its Guaranty Expenses is in its best interests.
Appears in 1 contract
Representations and Warranties of Guarantor. The Guarantor hereby represents and warrants thatas of the date hereof as follows:
(a) The Guarantor is a corporation limited liability company duly organized, validly existing existing, and in good standing full force and effect under the laws of Bermudathe State of Delaware, and it has full power and authority to own the Guarantor’s properties and conduct the Guarantor’s business as presently conducted. The Guarantor is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification State and has all other jurisdictions in which the Guarantor owns property, and it will remain so qualified and in full requisite corporate power force and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at effect during the address set forth in the opening paragraph term of this Guaranty, except where the failure to so qualify is not reasonably likely to have a material adverse effect on Guarantor.
(b) The Guarantor has full power and authority to execute, deliver and perform this Guaranty and to enter into and carry out the transactions contemplated by this Guaranty. Such execution, delivery and performance by Guarantor of this Guaranty does do not and will not conflict with or violate any provision of law, administrative regulation, court order or court decree applicable to the Guarantor, or conflict with or constitute a default under the Governing Instruments (ias defined in the Loan Agreement) contravene applicable Legal Requirements of the Guarantor or any contractual restriction binding on material agreement or affecting other instrument to which the Guarantor is a party or by which the Guarantor or any of its propertiesthe Guarantor’s property or assets may be bound. This Guaranty has, or (ii) result in or require by proper action, been duly authorized, executed and delivered, and all necessary actions have been taken to constitute this Guaranty as a legal, valid, binding, and enforceable obligation of the creation of any lienGuarantor, security interest subject to applicable bankruptcy, insolvency, reorganization, moratorium or other charge laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or encumbrance upon or with respect to any of its propertiesat law.
(c) No authorization The Guarantor agrees to do or approval cause to be done all things necessary to keep in full force and effect its existence, rights and franchises, except as otherwise permitted herein or consented to by the Director in writing. The Guarantor further agrees that it will not (a) sell, transfer or otherwise dispose of all, or substantially all, of its assets; or (b) consolidate with or merge into another entity without the prior written consent of the Director, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that, in the case of consolidation of the Guarantor with or its merger into another entity, or sale or other action bytransfer by the Guarantor to another entity of all or substantially all of its assets as an entirety or its subsequent dissolution, such consent will not be required provided that (i) the surviving, resulting or transferee entity assumes all the obligations of the Guarantor under this Guaranty by a written instrument, in form and substance reasonably satisfactory to the Director, and no notice (ii) the resulting, surviving or transfer entity shall have a net worth equal to or filing with, any Governmental Authority greater than the Guarantor at the time of consolidation or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guarantymerger.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) There is no action, temporary restraining order, injunction, suit or proceeding proceeding, or any inquiry or investigation, at law or in equity or before or by any court, public board, regulatory agency or body, pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority involving the properties or businesses or any arbitrator which may adversely affect securities of the Guarantor or, to the knowledge of the Guarantor, any basis for any such action, temporary restraining order, injunction, suit, proceeding, investigation or inquiry, in each case that would prohibit the execution, delivery, validity or enforceability of any of the provisions of this Guaranty, or have a material adverse effect on the ability of the Guarantor to perform any of the Guarantor’s ability to perform its obligations under this Guaranty or materially and adversely affect the financial condition of the Guarantor.
(e) No litigation or administrative action or proceeding is pending or, to the knowledge of the Guarantor, threatened (i) to restrain or enjoin or seeking to restrain or enjoin any payment contemplated to be made by the Guarantor hereunder, (ii) in any way contesting or affecting the validity of this Guaranty, (iii) in any way contesting the existence or powers of the Guarantor to enter into this Guaranty, or (iv) which, if adversely determined, would individually or in the aggregate, have a material adverse effect on the condition, financial or otherwise, or businesses of the Guarantor or that could have a material adverse effect upon the Guarantor’s aggregate assets.
(f) The Guarantor ownsis not in default in the payment of any material indebtedness for borrowed money or under any agreement or instrument evidencing any such indebtedness, directly and no event has occurred which by notice, the passage of time or indirectly, all otherwise would constitute any such event of the issued and outstanding stock of Tenantdefault.
(g) The Guarantor has reviewed and approved not made any contract or arrangement of any kind which has given rise to, or the Lease and each performance of which by the documentsother party thereto would give rise to a lien or claim of lien on the Project other than the Permitted Encumbrances, permitted by its credit agreements and instruments executed and delivered in connection with the Leasenote agreements.
(h) All necessary consents, approvals and authorizations, if any, to No representation or warranty of the execution and delivery of Guarantor contained in this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtainedGuaranty, and no consents statement contained in any certificate, schedule, list, financial statement or approvals other instrument furnished by or on behalf of the Guarantor in connection with the Loan contains any untrue statement of any other parties are material fact or will be omits to state any material fact necessary in connection therewithto make the statements contained herein or therein not misleading.
(i) The Lease constitutes a transaction entered into Any and all financial statements of the Guarantor heretofore delivered to the Director or the Director’s financial advisors or counsel are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied, and fairly present the financial condition of the Guarantor as of the dates thereof. No materially adverse change has occurred in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation financial condition of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain reflected therein since the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantyrespective dates thereof.
(j) [Successor The Guarantor is solvent and does not contemplate insolvency. A receiver has not been appointed for the Guarantor or for any of the Guarantor] ’s assets or properties, nor is any application for receivership pending with respect to the successor Guarantor.
(k) One of the purposes of this Guaranty is to memorialize the understanding of the Guarantor that, if the TDD Revenues delivered to the Port Authority are not sufficient to make all of the assets loan payments as and when due, the Guarantor will promptly and unconditionally pay all amounts required, in addition to the TDD Revenues, for the Port Authority to make the loan payments as and when due, upon demand.
(l) This Guaranty is made in furtherance of the business interests of Global Crossing Holdings Ltd.]the Guarantor, and the assumption by the Guarantor of the obligations hereunder will result in direct or indirect financial benefits to the Guarantor. The Guarantor acknowledges that it will benefit from the Loan, and, in order to induce the Director to make the Loan, the Guarantor has agreed to execute and deliver this Guaranty with the understanding that doing so is a condition precedent to the Director making the Loan.
(m) The Guarantor acknowledges that the Director is relying upon the Guarantor’s covenants herein in entering into the Loan transaction with the Port Authority and the TDD Bonds Beneficiary, and the Guarantor undertakes to perform its obligations hereunder promptly and in good faith.
(n) The Guarantor is fully aware of the financial condition of the Port Authority and the TDD Bonds Beneficiary and is executing and delivering this Guaranty based solely upon the Guarantor’s own independent investigation of all matters pertinent thereto and is not relying in any manner upon any representation or statement of the Director, the Port Authority, or the TDD Bonds Beneficiary. The Guarantor represents and warrants that the Guarantor is in a position to obtain, and the Guarantor hereby assumes full responsibility for obtaining, any additional information concerning the financial condition of the Port Authority and the TDD Bonds Beneficiary and any other matter pertinent thereto as the Guarantor may desire, and the Guarantor is not relying upon or expecting the Director, the Port Authority, or the TDD Bonds Beneficiary to furnish to the Guarantor any information now or hereafter in the Director’s, the Port Authority’s, or the TDD Bonds Beneficiary’s possession concerning the same or any other matter, except for confirmation of the amount of TDD Revenues received by the Port Authority and available to the Port Authority for payment of the Loan, in order to calculate the shortfall (if any) required to be paid by Guarantor hereunder. By executing this Guaranty, the Guarantor knowingly accepts the full range of risks encompassed within a guaranty of this type, which risks the Guarantor acknowledges. The Guarantor shall have no right to require the Director, the Port Authority, or the TDD Bonds Beneficiary to obtain or disclose any information (other than the information regarding the TDD Revenues) with respect to the financial condition or character of the Port Authority or TDD Bonds Beneficiary, the existence of any collateral or security for any or all of the Loan, the existence or non-existence of any other guaranties of all or any part of the Loan, any action or non-action on the part of the Director, the Port Authority, the TDD Bonds Beneficiary, or any other person, or any other matter, fact or occurrence whatsoever.
Appears in 1 contract
Samples: Payment Guaranty (Hall of Fame Resort & Entertainment Co)
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and Delaware limited partnership; has full all requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at ; and this Guaranty is valid and binding upon and enforceable against Guarantor without the address set forth in the opening paragraph requirement of this Guarantyfurther action or condition.
(b) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene any applicable Legal Requirements Requirements, the organizational documents of Guarantor, if applicable, any order, writ, injunction, decree applicable to Guarantor, or any contractual restriction binding on or affecting Guarantor or any of its propertiesproperties or assets, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertiesproperties or assets.
(c) No approval, consent, exemption, authorization or approval or other action by, and no or notice to to, or filing with, any Governmental Authority governmental authority is necessary or other regulatory body is required for in connection with the due execution, delivery and or performance by by, or enforcement against, Guarantor of this GuarantyGuaranty or any other instrument or agreement required hereunder.
(d) This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.
(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority governmental authority or any arbitrator which may that would, or could reasonably be expected to materially adversely affect Guarantor’s ability to perform its obligations under this Guaranty.
(e) Guarantor’s principal place of business as of the date hereof is __0000 Xxxxxxx Xx., Suite 500, Lake Oswego, OR 97035.
(f) Guarantor owns, Tenant is directly or indirectly, all of the issued indirectly owned and outstanding stock of Tenantcontrolled by Guarantor.
(g) Guarantor has reviewed derived or expects to derive financial and approved other advantages and benefits directly or indirectly, from the making of the Lease and each the payment and performance of the documentsObligations. Guarantor hereby acknowledges that Landlord will be relying upon Guarantor’s guarantee, agreements representations, warranties and instruments executed and delivered in connection with the Leasecovenants contained herein.
(h) All necessary consentsreports, approvals statements (financial or otherwise), certificates and authorizations, if any, other data furnished by or on behalf of Guarantor to the execution and delivery of Landlord in connection with this Guaranty or the Lease are: true and to the transactions contemplated herebycorrect, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltdall material respects, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, the applicable date or period provided therein; and fairly represent the financial condition of Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation as of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantyrespective date thereof.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor hereby represents and warrants warrants, as to itself on the date hereof and during the duration of this Guaranty Agreement, that:
(a) Guarantor It is a corporation duly organized, formed and registered and validly existing and in good standing under the laws of Bermudathe jurisdiction of its formation, has the full legal power and authority and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and to carry on its business as currently conducted, is duly qualified to do business and is in good standing in each jurisdiction where in which the conduct transaction of its business requires makes such qualification necessary. It has the authority under its organizational documents and has full requisite corporate power and authority applicable law to enter into this Guaranty Agreement and to perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth all acts contemplated hereby or in the opening paragraph of this Guarantyconnection herewith.
(b) The execution, delivery and performance by Guarantor of this Guaranty does Agreement and the transactions contemplated hereby are within its powers, have been duly authorized by all necessary action and do not and constitute or will not (i) contravene applicable Legal Requirements result in a breach of any of the terms, conditions or provisions of its organizational documents or result in a breach of any contractual legal restriction binding on or affecting Guarantor result in the breach of any provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture, loan or credit agreement or other instrument to which it or any of its propertiesproperty is subject, or (ii) result in or require the creation violation of any lienlaw, security interest rule, regulation, order, judgment or other charge decree to which it or encumbrance upon or with respect to any of its propertiesproperty is subject.
(c) No This Guaranty Agreement constitutes legal, binding and valid obligations of Guarantor, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditor’s rights generally. The execution and delivery of this Guaranty Agreement and the performance of its obligations hereunder do not require any license, consent, approval, authorization or approval or other action by, and no notice to or filing with, of any Governmental Authority or any other regulatory body is required for Person, or if required, such license, consent, approval, authorization or other action has been obtained prior to the due execution, delivery and performance by Guarantor of this GuarantyEffective Date.
(d) This The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of Guarantor to Buyer and Repo Agent in connection with the negotiation, preparation or delivery of this Guaranty is Agreement and the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a legalwhole, valid and binding obligation do not contain any untrue statement of Guarantormaterial fact or omit to state any material fact necessary to make the statements herein or therein, enforceable against Guarantor in accordance with its termslight of the circumstances under which they were made, not misleading as of the date delivered.
(e) There is no action, suit suit, proceeding, inquiry or proceeding investigation, at law or in equity, or before or by any court, public board or body pending or or, to Guarantor’s knowledge, threatened against or otherwise affecting Guarantor before it (or, to its knowledge, any court basis therefor) wherein an unfavorable decision, ruling or other Governmental Authority or any arbitrator which may adversely affect Guarantor’s ability finding would be reasonably likely to perform its obligations under this Guarantyhave a Guaranty Material Adverse Effect.
(f) This Guaranty Agreement has not been entered into fraudulently by Guarantor ownswith the intent to hinder, directly delay or indirectlydefraud any creditor, all of the issued and outstanding stock of TenantBuyer or Repo Agent.
(g) Guarantor has reviewed and approved the Lease and each As of the documentsdate hereof and after giving effect to this Guaranty Agreement and the contingent obligation evidenced hereby, agreements the fair value of Guarantor’s assets is greater than the fair value of its liabilities (including, without limitation, contingent liabilities if and instruments executed to the extent required to be recorded as a liability on its financial statements in accordance with generally accepted accounting principles (“GAAP”)). Guarantor is and delivered will be solvent, is and will be able to pay its debts as they mature and does not and will not have unreasonably small capital to engage in connection with the Leasebusiness in which it is engaged and proposes to engage. It does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. It is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of it or any of its assets.
(h) All necessary consentsGuarantor is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewithamended.
(i) The Lease constitutes a transaction entered into Guarantor has independently reviewed the Repurchase Agreement and related agreements and has made an independent determination as to the validity and enforceability thereof, and in executing and delivering this Guaranty Agreement to Buyer and Repo Agent, it is not in any manner relying upon the validity, enforceability, attachment or perfection of any Liens or security interests of any kind or nature granted by Sellers to Buyer and Repo Agent, now or at any time and from time to time in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guarantyfuture.
(j) [Successor Guarantor has filed or caused to be filed all tax returns which are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it and all other taxes, fees or other charges imposed on it by any Governmental Authority (other than for any such taxes, if any, which are currently being contested in good faith by appropriate proceedings); no tax lien has been filed, and, to the knowledge of Guarantor] , no claim is being asserted, with respect to any such tax, fee or other charge.
(k) There are no facts or circumstances that, individually or in the successor aggregate, would reasonably be expected to all have a Guaranty Material Adverse Effect.
(l) Guarantor has a direct or indirect and substantial economic interest in each Seller and expects to derive substantial benefits from the transactions of Sellers under the assets Repurchase Agreement. It is entering into this Guaranty Agreement for legitimate business purposes and business reasonably believes that its guaranty of Global Crossing Holdings Ltd.]its Guaranty Obligations and its Guaranty Expenses is in its best interests.
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor represents and warrants that:
(a) 2.1 Guarantor is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Bermuda, is duly qualified to do business in each jurisdiction where the conduct State of its business requires such qualification and Delaware. Guarantor has full the requisite corporate power and authority to enter into and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth Guarantor is not in the opening paragraph default under or in violation of this Guarantyany provision of its articles or bylaws.
(b) The 2.2 This Guaranty has been duly authorized by Guarantor and by all necessary corporate action on the part of Guarantor, and no other proceedings are necessary on the part of Guarantor to authorize the execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements or any contractual restriction binding on or affecting Guarantor or any of its properties, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.
(d) . This Guaranty is a constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(e) There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other Governmental Authority or any arbitrator which may adversely affect 2.3 Guarantor’s ability to perform its obligations under this Guaranty.
(f) Guarantor ownsexecution, directly or indirectly, all of the issued delivery and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery performance of this Guaranty does not and will not conflict with, result in a violation or breach of, constitute a default (or an event which with the giving of notice or the lapse of time or both would constitute a default) or give rise to any right of termination, amendment, cancellation or acceleration of any right or obligation of Guarantor under, or result in any loss of any material benefit to which Guarantor is entitled, under the transactions contemplated hereby, of each terms of (i) the United States Bankruptcy Court for the Southern District Guarantor’s articles of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents incorporation or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s businessbylaws, (ii) this Guaranty constitutes any agreement, indenture, deed of trust, mortgage, loan agreement or other instrument to which Guarantor is a transaction entered into in the ordinary course party or by which Guarantor or any of Guarantor’s businessassets or properties may be bound, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity any order, judgment, writ, injunction, award, law, statute, rule, regulation or decree to review the Lease prior to its execution which Guarantor is a party or by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that which Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STTof Guarantor’s assets or properties may be bound or affected, to the entering into or (iv) any permit with or under any law or governmental authority of the Lease and/or this GuarantyGuarantor.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
Samples: Guaranty (Us Concrete Inc)
Representations and Warranties of Guarantor. Guarantor represents and warrants thatto the Owner as follows:
(a) Guarantor is a corporation duly organized, validly existing existing, and in good standing under the laws of Bermuda, is duly qualified to do business in each the jurisdiction where the conduct of its business requires such qualification formation, and has full requisite corporate power and authority to enter into (i) execute, deliver, and perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guaranty, (ii) own and operate its properties, and (iii) carry on its business as now conducted.
(b) The execution, delivery, and performance of this Guaranty have been and remain duly authorized by all necessary action on the part of Guarantor.
(c) The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene violate any provision of any law or any governmental rule or regulation applicable Legal Requirements to Guarantor, Guarantor's organizational documents or any order, judgment or decree of any court or other Government Authority binding on Guarantor, or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contractual restriction binding on Guarantor or its assets which would be reasonably be expected to result in a Material Adverse Effect.
(d) All consents, authorizations, and approvals of, and registrations and declarations with, any Governmental Authority necessary for the due execution, delivery, and performance of this Guaranty have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by and no notice to or filing with any Governmental Authority is required in connection with the execution, delivery, or performance of this Guaranty (other than the filing of a current report on Form 8-K and other reports filed with the U.S. Securities and Exchange Commission or other reports to Governmental Authorities).
(e) There are no proceedings at law or in equity, or before any court or other Government Authority that are pending or, to the knowledge of Guarantor, threatened, against or affecting Guarantor or any of its properties, Subsidiaries or (ii) result in any property or require the creation assets of any lien, security interest Guarantor or other charge or encumbrance upon or with respect to any of its propertiesSubsidiaries and that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required for the due execution, delivery and performance by Guarantor of this Guaranty.
(df) This Guaranty is a constitutes the legal, valid valid, and binding obligation of Guarantor, Guarantor enforceable against Guarantor in accordance with its terms.
(e) There is no action, suit subject, as to enforcement, to bankruptcy, insolvency, reorganization, and other laws of general applicability relating to or proceeding pending affecting creditors' rights and to general equity principles. This Guaranty shall be enforceable in accordance with its terms notwithstanding any default, breach, insolvency, bankruptcy, reorganization or threatened against similar proceedings involving Savage Harvest or otherwise affecting Guarantor before any court or other Governmental Authority Demise Owner Parent, or any arbitrator which may adversely affect Guarantor’s ability to perform its obligations change in the existence, structure or ownership of Guarantor or TPS, or any default or breach under this Guaranty.
the Time Charter (f) Guarantor ownsfor any reason), directly or indirectlyany rejection by Savage Harvest or any trustee thereof, all of the issued and outstanding stock of TenantTime Charter.
(g) Guarantor has reviewed TPS’s payment obligations to Demise Owner under the Time Charter are legal, valid, and approved the Lease binding obligations enforceable against TPS in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, and each other laws of general applicability relating to or affecting creditors' rights and to general equity principles. This Guaranty and Guarantor’s obligation hereunder to guaranty payment and performance of the documentsobligations of TPS to Demise Owner, agreements and instruments executed and delivered including as to payments required to be paid directly to Owner as provided in connection the Time Charter, shall be enforceable in accordance with the Leaseterms of the Time Charter notwithstanding any default, breach, insolvency or similar proceedings involving Savage Harvest or TPS, or any default or breach under the Time Charter (for any reason), or any rejection by Savage Harvest or TPS or any trustee thereof, of the Bareboat Charter or Time Charter, as applicable.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of Guarantor is not (i) subject to regulation under the United States Bankruptcy Court for the Southern District Investment Company Act of New York in the consolidated cases entitled Global Crossing Ltd1940, et al.as amended, Case No. 02-40188 (REG) et seq., and or (ii) Singapore Technologies Telemedia PTE Ltd. (a “STT”), a party to covered fund” for the Purchase Agreement, dated as purposes of August 9, 2002, among STT, Guarantor Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewithConsumer Protection Act.
(i) The Lease constitutes Neither Guarantor nor any of its directors or executive officers (acting in their capacity as such) is (i) is a transaction entered into in Sanctioned Person or has been notified or is otherwise aware that it is currently the ordinary course subject or target of Tenant’s business, any Sanctions applicable to Guarantor or (ii) this Guaranty constitutes a transaction entered into is in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee violation in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or material respect of any creditors’ committee Anti-Corruption Laws, Anti-Money Laundering Laws or any other parties Sanctions applicable to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this GuarantyGuarantor.
(j) [Successor Guarantor] Guarantor has adequate means to obtain from TPS, on a continuing basis, information concerning the financial condition of TPS, and is not relying on Owner or the successor Lenders to all of provide such information, now or in the assets and business of Global Crossing Holdings Ltd.]future.
Appears in 1 contract
Samples: Guaranty (Mosaic Co)
Representations and Warranties of Guarantor. The Guarantor hereby covenants, represents and warrants thatto the Counterparty as follows:
(a) a. The Guarantor is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Bermudaits jurisdiction of incorporation, is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and has with full requisite corporate power and authority to enter into this Guaranty and to perform its obligations under this Guaranty. Guarantor’s principal offices are located at the address set forth in the opening paragraph of this Guarantyhereunder.
(b) b. The execution, delivery and performance by the Guarantor of this Guaranty are within the corporate power of the Guarantor and have been duly authorized by all necessary corporate action of the Guarantor.
c. The execution, delivery and performance by the Guarantor of this Guaranty does not and will not (i) contravene applicable Legal Requirements conflict with or violate any contractual restriction law, judgment, order or decree binding on the Guarantor or affecting the Certificate of Incorporation or Bylaws of the Guarantor or any of its properties, contract or (ii) result in agreement to which the Guarantor is a party or require the creation by which it is bound.
d. No additional consent of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
(c) No authorization or approval or other action byperson, and no notice to to, filing or filing registration with, or authorization, consent or approval of, any Governmental Authority governmental, regulatory or other self-regulatory body agency is necessary or required for to be made or obtained by the due execution, Guarantor in connection with the execution and delivery and performance by the Guarantor of this GuarantyGuaranty or the performance by the Guarantor of its obligations hereunder.
(d) e. This Guaranty is constitutes a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.
(e) f. There is no actionlitigation, suit arbitration proceeding, governmental investigation, citation or proceeding action of any kind pending or, to the knowledge or the Guarantor, proposed or threatened against the Guarantor or otherwise affecting relating to the business, assets or properties of the Guarantor before any court or other Governmental Authority or any arbitrator which may which, if adversely determined, would materially and adversely affect Guarantor’s the ability of the Guarantor to perform its obligations under this Guarantyhereunder.
(f) Guarantor owns, directly or indirectly, all of the issued and outstanding stock of Tenant.
(g) Guarantor has reviewed and approved the Lease and each of the documents, agreements and instruments executed and delivered in connection with the Lease.
(h) All necessary consents, approvals and authorizations, if any, to the execution and delivery of this Guaranty and to the transactions contemplated hereby, of each of (i) the United States Bankruptcy Court for the Southern District of New York in the consolidated cases entitled Global Crossing Ltd, et al., Case No. 02-40188 (REG) et seq., and (ii) Singapore Technologies Telemedia PTE Ltd. (“STT”), a party to the Purchase Agreement, dated as of August 9, 2002, among STT, Guarantor and Global Crossing Ltd., among others, have been duly obtained, and no consents or approvals of any other parties are or will be necessary in connection therewith.
(i) The Lease constitutes a transaction entered into in the ordinary course of Tenant’s business, (ii) this Guaranty constitutes a transaction entered into in the ordinary course of Guarantor’s business, and (iii) the creditors’ committee in the Bankruptcy Case has been given the opportunity to review the Lease prior to its execution by Tenant, and this Guaranty prior to its execution by Guarantor. In reliance on the foregoing representation, and without limitation of the provisions of Section 6(h), Landlord has agreed to waive any requirement that Guarantor and/or Tenant obtain the approval of the Bankruptcy Court, and/or of any creditors’ committee or any other parties to the Bankruptcy Case other than STT, to the entering into of the Lease and/or this Guaranty.
(j) [Successor Guarantor] is the successor to all of the assets and business of Global Crossing Holdings Ltd.]
Appears in 1 contract
