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 its jurisdiction of incorporation; (b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (c) Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted; (d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct; (e) Guarantor is in compliance with its charter and by- laws; (f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof. (h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (i) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of Guarantor's certificate or articles of incorporation or bylaws, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereof; and (j) Guarantor's federal employee identification number is 00-0000000.
Appears in 1 contract
Samples: Credit Agreement (Ladish Co Inc)
Representations and Warranties of Guarantor. Guarantor represents hereby makes the following representations and warrants that:
warranties (each of which shall remain materially true and correct during the term hereof): (a) Guarantor it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation;
formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform the Guaranteed Obligations; (b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(i) Neither the execution, delivery and performance of this Amendment nor Guaranty and the consummation incurrence of the transactions contemplated hereby does Guaranteed Obligations, now or shall contravenehereafter owing, result in a breach and the creation of liens on Guarantor’s assets (i) are within its powers and (ii) do not require any approval or consent of, or violate filing with, any governmental authority or other Person having jurisdiction over Guarantor (ior such approvals and consents have been obtained and delivered to the Administrative Agent and the Lenders) and to Guarantor’s knowledge are not in contravention of any provision of law applicable to Guarantor's certificate or articles of incorporation or bylaws, ; (iic) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or this Guaranty and the other instrument Loan Documents to which Guarantor is a party constitutes when delivered, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their respective terms, except as may be limited by laws affecting creditors rights generally or by which generally applicable principles of equity; (d) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of its property time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant 14 to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is boundno litigation, except at law or in equity, or any such case proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the extent such conflict knowledge of Guarantor, threatened, or breach any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been waived by a written waiver document a copy of issued against Guarantor which has been delivered a Material Adverse Effect; (h) the making of the Loan to Agent on Borrower will result in material benefits to Guarantor; (i) Guarantor (1) has not entered into this Guaranty or before any Loan Document with the date hereofactual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for the Guaranteed Obligations hereunder and under the Loan Documents; and
(j) Guarantor's federal employee identification number Guarantor is 00not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code; and (k) in addition, Guarantor hereby certifies that its financial statements provided to Administrative Agent in connection with the restructure and upsize of the Loan did not reflect any material assets held in a trust or in any similar legal entity. Each of the representations and covenants of and/or relating to Guarantor set forth in the other Loan Documents are hereby re-0000000made by Guarantor and incorporated herein by reference as if fully set forth herein.
Appears in 1 contract
Samples: Guaranty of Interest and Carry Costs (Pacific Oak Strategic Opportunity REIT, Inc.)
Representations and Warranties of Guarantor. The Guarantor represents and warrants thatto the Beneficiary on behalf of the Lender Parties as of the date hereof as follows:
(a) The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation;Delaware and has all requisite power and authority to execute, deliver and perform this Guaranty.
(b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by the Guarantor of this Amendment Guaranty are within the Guarantor’s corporate powers, have been duly authorized by all necessary corporate action, require no approval from, action by or in respect of, or filing with, any governmental body, agency or official and that this Amendment is do not contravene, or constitute a legaldefault under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Guarantor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Guarantor or result in the creation or imposition of any Lien on any asset of the Guarantor, except to the extent such contravention, default or Lien would not be reasonably likely to have a Material Adverse Effect (as defined in the Credit Agreement).
(c) This Guaranty constitutes a valid and binding obligation agreement of Guarantor the Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforcement thereof same may be subject to (i) the effect of any applicable limited by bankruptcy, insolvency, reorganization, moratorium insolvency or similar law laws affecting creditors' ’ rights generally and (ii) by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);equity.
(id) Neither the execution, delivery and performance of this Amendment nor the consummation The obligations of the transactions contemplated hereby does or shall contravene, result Guarantor under this Guaranty rank in a breach of, or violate priority of payment pari passu with all other senior unsecured Indebtedness of the Guarantor.
(ie) any provision As of Guarantor's certificate or articles of incorporation or bylaws, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereof; and
, the Guarantor has a long-term unsecured senior debt rating of at least “Baa2” or higher from Xxxxx’x or “BBB” or higher from S&P (j) Guarantor's federal employee identification number is 00-0000000the “Required Rating”).
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Representations and Warranties of Guarantor. Guarantor hereby represents and warrants thatto and with the Collateral and Paying Agent, for the benefit of the Secured Parties, as follows:
(a) (i) Piedmont is the owner of a direct or indirect 50% interest in the Issuer, (ii) the value of the consideration and benefit received and to be received by Guarantor as a result of any Lender Party’s providing a loan to, or purchasing Notes from, the Issuer, and Guarantor’s executing and delivering this Guaranty, is a corporation duly organizedreasonably worth at least as much as the liability and obligation of Guarantor hereunder, validly existing and in good standing under (iii) the laws Equity Loans and the purchases of its jurisdiction of incorporationthe Interim Notes have benefited, and may reasonably be expected to benefit, Guarantor, directly or indirectly;
(b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment Guaranty is a duly authorized, legal, valid valid, and binding obligation of Guarantor upon and enforceable against Guarantor in accordance with its terms, except as the enforcement thereof enforceability may be subject to limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting the enforcement of creditors' ’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding by proceedings in equity or at law);
(ic) Neither the The execution, delivery and performance by Guarantor of this Amendment nor Guaranty will not cause Guarantor to be, in violation of any Requirement of Law or in contravention of, breach of or in default under any material contract, agreement or restriction by which Guarantor is bound or affected;
(d) Guarantor is (i) duly organized, validly existing, and in good standing under the consummation laws of the state of its organization, (ii) has full power and authority, and the legal right, to execute and perform this Guaranty and (iii) is duly qualified as a foreign corporation or other entity under the laws of each jurisdiction where the conduct of its business requires such qualification except those jurisdictions as to which the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to such Guarantor;
(e) this Guaranty, the documents, certificates or other writings delivered to the Lender Parties by or on behalf of Guarantor in connection with the transactions contemplated hereby does and the financial statements delivered pursuant to Section 4.02, taken as a whole, do not contain any untrue statement of a material fact or shall contravene, result omit to state any material fact necessary to make the statements therein not misleading in a breach of, or violate light of the circumstances under which they were made.
(f) (i) there is no pending litigation or proceeding of or before any provision of Guarantor's certificate arbitrator or articles of incorporation or bylawsGovernmental Authority, (ii) no investigation is pending before any law or regulationGovernmental Authority, or any order or decree of any court or government instrumentality or and (iii) indentureto the knowledge of Guarantor, mortgageno litigation, deed investigation or proceeding of trustor before any arbitrator or Governmental Authority has been threatened in each case, leaseby or against Guarantor, agreement that relate in any way to the validity, enforceability, or priority of this Guaranty, and that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Guarantor or this Guaranty;
(g) all financial statements which have been furnished to any Secured Party by or on behalf of Guarantor and Piedmont present fairly, in all material respects, the consolidated financial condition of Guarantor and Piedmont and their consolidated subsidiaries as of the respective dates specified in such statements and the consolidated results of their operations and their cash flows for the respective periods specified therein, and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Since the FYE of the Guarantor and Piedmont for which financial statements of such Guarantor and Piedmont were delivered as a condition to Closing, to and including the Closing Date, no Material Adverse Change has occurred with respect to Guarantor and Piedmont;
(h) no bankruptcy or insolvency proceedings or other instrument similar relief under Debtor Relief Laws are pending or contemplated by Guarantor nor, to which Guarantor’s knowledge, are any such proceedings contemplated against Guarantor, and after giving effect to this Guaranty, Guarantor is a party solvent, is not bankrupt and has no outstanding liens, garnishments, bankruptcies or by court actions which could reasonably be expected to render Guarantor insolvent or bankrupt, and has not incurred and will not incur debts that will be beyond Guarantor’s ability to pay as such debts mature;
(i) Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Issuer and is familiar with the value of any all collateral intended to be created as security for the payment of its property the Guaranteed Principal, but Guarantor is bound, except in any not relying on such case financial condition or the collateral as inducement to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereof; andenter into this Guaranty;
(j) Guarantor's federal employee identification number is 00-0000000.Guarantor has read and fully understands the provisions contained in this Guaranty and the other Financing Documents;
Appears in 1 contract
Samples: Guaranty of Principal (Piedmont Natural Gas Co Inc)
Representations and Warranties of Guarantor. Guarantor represents and warrants thatto NPC as follows:
(a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation;
(b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) . Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage lease and operate its properties, to lease the property it operates under lease, properties and to conduct carry on its business as now, heretofore and proposed to be now being conducted;.
(db) Guarantor has all licenses, permits, consents or approvals from or by, the corporate power and has made all material filings with, authority to execute and has given all notices to, all Governmental Authorities having jurisdiction, deliver this Guaranty and to consummate the extent required for such ownership, operation transactions contemplated hereby. The execution and conduct;
(e) Guarantor is in compliance with its charter delivery of this Guaranty and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each consummation of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment transactions contemplated hereby have been duly and validly authorized by all the Board of Directors of Guarantor, and no other corporate proceedings on the part of Guarantor, including the approval of its shareholders, are necessary corporate action to authorize this Guaranty or to consummate the transactions so contemplated. This Guaranty has been duly and that this Amendment is validly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation agreement of Guarantor Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);.
(ic) Neither the executionThere are no legal or arbitral proceedings by or before any governmental or regulatory authority or agency, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does now pending or shall contravene, result in a breach of, or violate (i) any provision of to Guarantor's certificate or articles of incorporation or bylaws, (iiknowledge) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which threatened against Guarantor or any its subsidiaries that could reasonably be expected to have a material adverse effect on the consolidated financial condition, operations or business taken as a whole of it and its property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereof; andsubsidiaries.
(jd) Guarantor's federal employee identification number is 00-0000000The representations and warranties made herein will remain true until Guarantor has fulfilled all obligations to pay in full the Guaranteed Obligations.
Appears in 1 contract
Samples: Transitional Power Purchase Agreement (Sierra Pacific Power Co)
Representations and Warranties of Guarantor. Guarantor represents hereby makes the following representations and warrants that:
warranties (each of which shall remain materially true and correct during the term hereof): (a) Guarantor it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation;
formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform the Guaranteed Obligations; (b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(i) Neither the execution, delivery and performance of this Amendment nor Guaranty and the consummation incurrence of the transactions contemplated hereby does Guaranteed Obligations, now or shall contravenehereafter owing, result in a breach and the creation of liens on Guarantor’s assets (i) are within its powers and (ii) do not require any approval or consent of, or violate filing with, any governmental authority or other Person having jurisdiction over Guarantor (ior such approvals and consents have been obtained and delivered to the Administrative Agent and the Lenders) and to Guarantor’s knowledge are not in contravention of any provision of law applicable to Guarantor's certificate or articles of incorporation or bylaws, ; (iic) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or this Guaranty and the other instrument Loan Documents to which Guarantor is a party constitutes when delivered, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their respective terms, except as may be limited by laws affecting creditors rights generally or by which generally applicable principles of equity; (d) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of its property time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is boundno litigation, except at law or in equity, or any such case proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the extent such conflict knowledge of Guarantor, threatened, or breach any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been waived by a written waiver document a copy of issued against Guarantor which has been delivered a Material Adverse Effect; (h) the making of the Loan to Agent on Borrower will result in material benefits to Guarantor; (i) Guarantor (1) has not entered into this Guaranty or before any Loan Document with the date hereofactual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for the Guaranteed Obligations hereunder and under the Loan Documents; and
(j) Guarantor's federal employee identification number Guarantor is 00not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code; and (k) in addition, Guarantor hereby certifies that its financial statements provided to Administrative Agent in connection with the restructure and upsize of the Loan did not reflect any material assets held in a trust or in any similar legal entity. Each of the representations and covenants of and/or relating to Guarantor set forth in the other Loan Documents are hereby re-0000000made by Guarantor and incorporated herein by reference as if fully set forth herein.
Appears in 1 contract
Samples: Funding Guaranty (Pacific Oak Strategic Opportunity REIT, Inc.)
Representations and Warranties of Guarantor. The Guarantor represents and warrants that:
(a) Guarantor It is a corporation limited liability company duly organized, organized and validly existing and in good standing under the laws of the State of Georgia, has the power to enter into this Guaranty and to perform and observe its jurisdiction of incorporation;obligations contained herein in accordance with the terms hereof and has, by proper action, been duly authorized to execute, deliver and perform this Guaranty in accordance with the terms hereof.
(b) The Guarantor is duly qualified not subject to do business and is any articles of organization, operating agreement, charter, by-law or contractual limitation or provision of any nature whatsoever which in good standing under the laws of each jurisdiction where its ownership any way limits, restricts or lease of property prevents it from entering into this Guaranty or the conduct performing any of its business requires such qualification;obligations hereunder.
(c) Neither the execution and delivery of this Guaranty, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any material agreement or instrument to which the Guarantor has is a party or by which it may be bound, or constitutes a default under any of the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;foregoing.
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to This Guaranty constitutes the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against the Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting creditors' ’ rights generally and (ii) general subject to applicable equitable principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);if equitable remedies are sought.
(ie) Neither the execution, delivery and performance of this Amendment nor the consummation This Guaranty is made in furtherance of the transactions contemplated hereby does or shall contravenepurposes for which the Guarantor was formed and promotes and furthers the business of the Guarantor, and the assumption by the Guarantor of its obligations hereunder in connection with the financing of the Project will result in a breach of, or violate (i) any provision of Guarantor's certificate or articles of incorporation or bylaws, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound, except in any such case financial benefit to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereof; and
(j) Guarantor's federal employee identification number is 00-0000000.
Appears in 1 contract
Samples: Guaranty Agreement
Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to Landlord that:
(a) Guarantor is a corporation duly organizedhas received, validly existing and in good standing under or will receive, direct or indirect benefit from the laws making of its jurisdiction of incorporationthis Guaranty;
(b) Guarantor is duly qualified familiar with, and has independently reviewed the books and records regarding, the financial condition of Tenant; however, such Guarantor is not relying on such financial condition as an inducement to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationenter into this Guaranty;
(c) neither Landlord nor any other party has made any representation, warranty or statement to Guarantor has the requisite corporate power and authority and the legal right in order to own, pledge, mortgage and operate its properties, induce such Guarantor to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conductedexecute this Guaranty;
(d) as of the date hereof, and after giving effect to this Guaranty and the contingent obligations evidenced hereby, Guarantor has all licensesis, permitsand will be, consents or approvals from or bysolvent, and has made all material filings withand will have property and assets which, fairly valued, exceed its, his or her obligations, liabilities and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conductdebts;
(e) Guarantor as of the date hereof, Guarantor's net worth or shareholder's equity (as applicable) is in compliance with its charter and by- lawsas reflected on the 1997 Annual Report which was recently delivered to Landlord;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectthis Guaranty has been duly executed and delivered by Guarantor;
(g) After giving effect to neither this AmendmentGuaranty nor the agreements contained herein contravene or constitute a default or create or impose any lien, each of the representations and warranties made by Borrower in Sections 3.2charge or encumbrance under any agreement, 3.7,3.9instrument, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium indenture or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(i) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of Guarantor's certificate or articles of incorporation or bylaws, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Guarantor is a party or by which Guarantor his or her assets are bound or any other requirement of its property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereoflaw; and
(jh) Guarantor's federal employee identification number is 00-0000000there are no actions, suits, or proceedings pending or threatened against Guarantor in any court or before any federal, state, municipal or other governmental department or commission, board, bureau, agency or instrumentality which if adversely determined will affect any of the transactions contemplated by this Guaranty.
Appears in 1 contract
Representations and Warranties of Guarantor. The Guarantor represents and warrants that:
(a) Guarantor It is a corporation limited liability company duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and authorized to transact business in the State of Georgia, has the power to enter into this Guaranty and to perform and observe its jurisdiction of incorporation;obligations contained herein in accordance with the terms hereof and has, by proper action, been duly authorized to execute, deliver and perform this Guaranty in accordance with the terms hereof.
(b) The Guarantor is duly qualified not subject to do business and is any certificate of formation, operating agreement, charter, by-law or contractual limitation or provision of any nature whatsoever which in good standing under the laws of each jurisdiction where its ownership any way limits, restricts or lease of property prevents it from entering into this Guaranty or the conduct performing any of its business requires such qualification;obligations hereunder.
(c) Neither the execution and delivery of this Guaranty, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any material agreement or instrument to which the Guarantor has is a party or by which it may be bound, or constitutes a default under any of the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;foregoing.
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to This Guaranty constitutes the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against the Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting creditors' ’ rights generally and (ii) general subject to applicable equitable principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);if equitable remedies are sought.
(ie) Neither the execution, delivery and performance of this Amendment nor the consummation This Guaranty is made in furtherance of the transactions contemplated hereby does or shall contravenepurposes for which the Guarantor was formed and promotes and furthers the business of the Guarantor, and the assumption by the Guarantor of its obligations hereunder in connection with the financing of the Project will result in a breach of, or violate (i) any provision of Guarantor's certificate or articles of incorporation or bylaws, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound, except in any such case financial benefit to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereof; and
(j) Guarantor's federal employee identification number is 00-0000000.
Appears in 1 contract
Samples: Guaranty Agreement
Representations and Warranties of Guarantor. Guarantor represents hereby makes the following representations and warrants that:
warranties (each of which shall remain materially true and correct during the term hereof): (a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;
reserved; (b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(i) Neither the execution, delivery and performance of this Amendment nor Guaranty and the consummation incurrence of the transactions contemplated hereby does Guaranteed Obligations, now or shall contravenehereafter owing, result in a breach and the creation of liens on Guarantor’s assets do not require any approval or consent of, or violate filing with, any governmental authority or other Person having jurisdiction over Guarantor (ior such approvals and consents have been obtained and delivered to the Administrative Agent and the Lenders) and to Guarantor’s knowledge are not in contravention of any provision of law applicable to Guarantor's certificate or articles of incorporation or bylaws, ; (iic) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or this Guaranty and the other instrument Loan Documents to which Guarantor is a party constitutes when delivered, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their respective terms, except as may be limited by laws affecting creditors rights generally or by which generally applicable principles of equity; (d) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of its property time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is boundno litigation, except at law or in equity, or any such case proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the extent such conflict knowledge of Guarantor, threatened, or breach any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been waived by a written waiver document a copy of issued against Guarantor which has been delivered a Material Adverse Effect; (h) the making of the Loan to Agent on Borrower will result in material benefits to Guarantor; (i) each Guarantor (1) has not entered into this Guaranty or before any Loan Document with the date hereofactual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for the Guaranteed Obligations hereunder and under the Loan Documents; and
(j) Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code; and (k) in addition, Guarantor hereby certifies that except as set forth in the financial statements provided to Administrative Agent in connection with the restructure and upsize of the Loan, Guarantor's federal employee identification number is 00’s material assets are not held in a trust or in any similar legal entity. Each of the representations and covenants of and/or relating to Guarantor set forth in the other Loan Documents are hereby re-0000000made by Guarantor and incorporated herein by reference as if fully set forth herein.
Appears in 1 contract
Samples: Completion Guaranty (Pacific Oak Strategic Opportunity REIT, Inc.)
Representations and Warranties of Guarantor. Guarantor hereby represents and warrants to the Guaranteed Parties as of the Effective Date that:
(a) The Guarantor is a corporation société anonyme duly organized, validly existing and in good standing under the laws of Luxembourg, has the power to own its jurisdiction of incorporation;
(b) Guarantor assets and to engage in the activities in which it is now engaged and is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business activities requires such qualification, if the failure to so qualify would have a material adverse effect (a) on the financial condition of the Guarantor, (b) the enforceability or effectiveness of this Guaranty or (c) the transactions contemplated by the Loan Agreement and the other Related Documents;
(b) The Guarantor has full power, authority and legal right to execute, deliver and perform this Guaranty and each other Related 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) Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by the Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of the Guarantor enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(i) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or Documents will not violate (i) any provision of Guarantor's certificate or articles of incorporation or bylaws, (ii) any existing law or regulationregulation applicable to the Guarantor, or of any order order, judgment, award or decree of any court court, arbitrator or government instrumentality governmental authority applicable to the Guarantor or (iii) indenture, the organizational documents of the Guarantor or any mortgage, deed of trustindenture, lease, agreement contract or other agreement, instrument or undertaking to which the Guarantor is a party or by which the Guarantor or any of its property is assets may be bound, except in and will not result in, or require, the creation or imposition of any Lien on any of its property, assets or revenues pursuant to the provisions of any such case mortgage, indenture, lease, contract or other agreement, instrument or undertaking;
(d) Other than as disclosed in Guarantor’s Form 8-K SEC filing dated December 13, 2004, no litigation, investigation or administrative proceeding of or before any court, arbitrator or governmental authority is pending or, to the extent such conflict Guarantor’s knowledge, threatened against the Guarantor which if decided adversely to the Guarantor, would materially affect the condition (financial or breach has otherwise), business or operations of the Guarantor, or the ability of the Guarantor to perform its obligations under 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 waived by a written waiver document a copy of which has been delivered to Agent or will be taken or obtained on or before prior to the date hereof; andEffective Date;
(jf) The consolidated balance sheet of the Guarantor at September 30, 2004 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 Effective Date and will be Solvent after giving effect to the transactions contemplated by this Guaranty and the other Related Documents. The incurrence of Guarantor's federal employee identification number ’s obligations under the Guarantor Documents will not cause Guarantor: (i) to be left with unreasonably small capital for any business or transaction in which Guarantor is 00-0000000presently engaged or plans to be engaged; or (ii) to be unable to pay its debts as such debts mature.
Appears in 1 contract
Samples: Guaranty (Cronos Group)
Representations and Warranties of Guarantor. Guarantor To induce the LENDER to accept this GUARANTY for the purposes for which it is given, the GUARANTOR represents and warrants thatto the LENDER as follows:
(a) Guarantor The GUARANTOR is a corporation duly organized, validly existing and in good standing under the laws of the state of its jurisdiction incorporation. The GUARANTOR has the lawful power to own its properties and to engage in the businesses it conducts, and is duly qualified and in good standing as a foreign corporation in the jurisdictions wherein the nature of incorporation;the business transacted by it or property owned by it makes such qualification necessary and the failure to so qualify would have a material adverse effect on the ability of the GUARANTOR to perform its OBLIGATIONS hereunder.
(b) Guarantor Any financial statements submitted by the GUARANTOR to the LENDER, including any schedules and notes pertaining thereto, have been prepared in accordance with G.A.A.P. (as defined below), and fully and fairly present the financial condition of the GUARANTOR at the dates thereof and the results of operations for the periods covered thereby, and there has been no material adverse change in the financial condition or businesses of the GUARANTOR from the dates thereof to the date hereof, other than as disclosed to the LENDER. All information submitted by or on behalf of the GUARANTOR in connection with any of the OBLIGATIONS is duly qualified to do business true, accurate and is complete in good standing under all material respects as of the laws of each jurisdiction where its ownership date made and contains no knowingly false, incomplete or lease of property or the conduct of its business requires such qualification;misleading statements.
(c) Guarantor There are no material actions, suits, investigations, or proceedings pending, or to the knowledge of the GUARANTOR, threatened against the GUARANTOR or the assets of the GUARANTOR, except as specifically disclosed on Schedule 5(c) attached hereto. The GUARANTOR has no material direct or contingent liability known to the requisite corporate power GUARANTOR and authority and not previously disclosed to the legal right LENDER, nor does the GUARANTOR know of or have any reason to ownexpect any material adverse change in the GUARANTORS assets, pledgeliabilities, mortgage and operate its properties, to lease the property it operates under leasebusiness, and to conduct its business as nowor condition, heretofore and proposed to be conducted;financial or otherwise.
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor The GUARANTOR is not in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor default with respect to Guarantor any of its existing indebtedness, and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(i) Neither the execution, delivery making and performance of this Amendment nor GUARANTY will not (immediately, with the consummation passage of time, the transactions contemplated hereby does or shall contravene, result in a breach ofgiving of notices, or violate both), (i) any provision violate the charter or by-laws of Guarantor's certificate or articles of incorporation or bylawsthe GUARANTOR, (ii) violate any law or regulationlaws, or any order or decree of any court or government instrumentality or (iii) indentureresult in a default under any material contract, mortgageagreement, deed of trust, lease, agreement or other instrument to which Guarantor the GUARANTOR is a party or by which Guarantor the GUARANTOR or any of its property is bound, except or (iv) result in the creation or imposition of any such case to security interest in, or lien or encumbrance upon, any of the extent such conflict assets of the GUARANTOR. No approval, consent, order, authorization or breach has been waived license by, or giving notice to, or taking any other action with respect to, any governmental or regulatory authority or agency is required for the execution and delivery by a written waiver document a copy the GUARANTOR of which has been delivered to Agent on this GUARANTY or before for the date hereof; andperformance by the GUARANTOR of any of the agreements and obligations hereunder.
(je) Guarantor's federal employee identification number is 00-0000000The GUARANTOR has the power and legal authority to enter into and perform this GUARANTY, to incur the OBLIGATIONS, and to perform, observe and comply with all of the GUARANTORS agreements and obligations hereunder. The GUARANTOR has taken all corporate action necessary to authorize the execution, delivery, and performance of this GUARANTY.
(f) This GUARANTY, when delivered, will be valid, binding, and enforceable in accordance with its terms.
(g) The incurring or satisfaction of the OBLIGATIONS has not left and will not leave the GUARANTOR insolvent, with an unreasonably small capital, or unable to pay existing or future debts as they mature
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor represents and warrants thatto SPPC as follows:
(a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation;
(b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) . Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage lease and operate its properties, to lease the property it operates under lease, properties and to conduct carry on its business as now, heretofore and proposed to be now being conducted;.
(db) Guarantor has all licenses, permits, consents or approvals from or by, the corporate power and has made all material filings with, authority to execute and has given all notices to, all Governmental Authorities having jurisdiction, deliver this Guaranty and to consummate the extent required for such ownership, operation transactions contemplated hereby. The execution and conduct;
(e) Guarantor is in compliance with its charter delivery of this Guaranty and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each consummation of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment transactions contemplated hereby have been duly and validly authorized by all the Board of Directors of Guarantor, and no other corporate proceedings on the part of Guarantor, including the approval of its shareholders, are necessary corporate action to authorize this Guaranty or to consummate the transactions so contemplated. This Guaranty has been duly and that this Amendment is validly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation agreement of Guarantor Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);.
(ic) Neither the executionThere are no legal or arbitral proceedings by or before any governmental or regulatory authority or agency, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does now pending or shall contravene, result in a breach of, or violate (i) any provision of to Guarantor's certificate or articles of incorporation or bylaws, (iiknowledge) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which threatened against Guarantor or any its subsidiaries that could reasonably be expected to have a material adverse effect on the consolidated financial condition, operations or business taken as a whole of it and its property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereof; andsubsidiaries.
(jd) Guarantor's federal employee identification number is 00-0000000The representations and warranties made herein will remain true until Guarantor has fulfilled all obligations to pay in full the Guaranteed Obligations.
Appears in 1 contract
Samples: Transitional Power Purchase Agreement (Sierra Pacific Power Co)
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 making of its jurisdiction of incorporationthis Guaranty;
(b) Guarantor is duly qualified familiar with, and has independently reviewed the books and records regarding, the financial condition of Tenant, but Guarantor is not relying on such financial condition as an inducement to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationenter into this Guaranty;
(c) neither Landlord nor any other party has made any representation, warranty or statement to Guarantor has the requisite corporate power and authority and the legal right in order to own, pledge, mortgage and operate its properties, induce any Guarantor to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conductedexecute this Guaranty;
(d) as of the date hereof, and after giving effect to this Guaranty and the obligations evidenced hereby, Guarantor has all licenses, permits, consents or approvals from or byis solvent, and has made all material filings withproperty and assets which, fairly valued, exceed such Guarantor’s obligations, liabilities and debts, and such Guarantor has given all notices toproperty and assets in the State of Texas sufficient to satisfy and repay its, all Governmental Authorities having jurisdictionhis or her obligations, to the extent required for such ownership, operation liabilities and conductdebts;
(e) this Guaranty has been duly executed and delivered by Guarantor is 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 in compliance accordance with its charter and by- lawsterms;
(f) Guarantor if any party executing this Guaranty is a corporation, the board of directors of such corporation, in compliance with all applicable provisions a duly held meeting or pursuant to a unanimous written consent in lieu of lawsuch a meeting (if permitted by law and the governing documents of such corporation), except where the failure to comply, individually or in the aggregate, could not has determined that this Guaranty may reasonably be expected to have a Material Adverse Effectbenefit the corporation;
(g) After giving effect to neither this AmendmentGuaranty nor the agreements contained herein contravene or constitute a default or create or impose any lien, each of the representations and warranties made by Borrower in Sections 3.2charge or encumbrance under any agreement, 3.7,3.9instrument, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium indenture or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(i) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of Guarantor's certificate or articles of incorporation or bylaws, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Guarantor is a party or by which Guarantor such Guarantor’s assets are bound or any other requirement of its property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereoflaw; and
(jh) Guarantor's federal employee identification number is 00-0000000there are no actions, suits or proceedings pending or threatened against Guarantor in any court or before any federal, state, municipal or other governmental department or commission, board, bureau, agency or instrumentality which, if adversely determined, will affect any of the transactions contemplated by this Guaranty or prevent or otherwise hinder any Guarantor from the performance of its obligations hereunder.
Appears in 1 contract
Samples: Office Lease (Hippo Holdings Inc.)
Representations and Warranties of Guarantor. Guarantor represents and warrants thatto SPPC as follows:
(a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation;
(b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) . Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage lease and operate its properties, to lease the property it operates under lease, properties and to conduct carry on its business as now, heretofore and proposed to be now being conducted;.
(db) Guarantor has all licenses, permits, consents or approvals from or by, the corporate power and has made all material filings with, authority to execute and has given all notices to, all Governmental Authorities having jurisdiction, deliver this Guaranty and to consummate the extent required for such ownership, operation transactions contemplated hereby. The execution and conduct;
(e) Guarantor is in compliance with its charter delivery of this Guaranty and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each consummation of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment transactions contemplated hereby have been duly and validly authorized by all the Board of Directors of Guarantor, and no other corporate proceedings on the part of Guarantor, including the approval of its shareholders, are necessary corporate action to authorize this Guaranty or to consummate the transactions so contemplated. This Guaranty has been duly and that this Amendment is validly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation agreement of Guarantor Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);.
(ic) Neither the executionThere are no legal or arbitral proceedings by or before any governmental or regulatory authority or agency, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does now pending or shall contravene, result in a breach of, or violate (i) any provision of to Guarantor's certificate or articles of incorporation or bylaws, (iiknowledge) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which threatened against Guarantor or any its subsidiaries that could reasonably be expected to have a material adverse effect on the consolidated financial condition, operations or business taken as a whole of it and its property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereof; andsubsidiaries.
(jd) Guarantor's federal employee identification number is 00-0000000The representations and warranties made herein will remain true until Guarantor has fulfilled all obligations to pay in full the Guarantied Obligations.
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 Assuming the laws of its jurisdiction of incorporation;
(b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each accuracy of the representations and warranties made by Guarantor (then Biodel Inc.) in that certain Share Exchange Agreement made and entered into as of May 24, 2016, (as amended and restated as of July 13, 2016) by and among Guarantor, Borrower and the persons listed on Schedule thereto, Guarantor hereby represents and warrants to Kreos as follows:
(a) Except for “Permitted Liens” (as that term is defined in Sections 3.2Exhibit A), 3.7,3.9Guarantor is, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 or to the extent that certain of the Credit Agreement are true and correct as if made by Guarantor with respect Collateral is to Guarantor and its properties on be acquired after the date hereofof this Agreement, will be, the owner of the Collateral free from any adverse lien, security interest or other encumbrance.
(hb) Except for such financing statements as may be described in Exhibit A, no financing statement or other lien filing covering the Collateral is on file in any public office, other than the financing statements filed pursuant to this Agreement.
(c) Guarantor is the sole beneficial owner, and is to be, subject to stamping and registration, the sole legal owner, of the Pledged Investment Property as set forth in the Constituent Documents, and Guarantor has not sold, assigned, transferred, mortgaged, encumbered or pledged any part thereof.
(d) Except as specifically set forth in the Constituent Documents, none of Guarantor’s Pledged Investment Property is subject to any restriction which would prohibit or restrict the security interest, pledge and assignment hereunder or the exercise of Kreos’s remedies hereunder. Notwithstanding anything to the contrary set forth in the Constituent Documents, Guarantor hereby waives compliance with all such restrictions or prohibitions set forth in the Constituent Documents in order to permit the collateral assignment, security interest and pledge hereunder and the exercise by Kreos of all of its rights and remedies hereunder.
(e) The executionexecution and delivery of, delivery and performance by Guarantor of its obligations under, this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against Guarantor Agreement will not violate in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any material respect any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(i) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of Guarantor's certificate or articles of incorporation or bylawslaw, (ii) any law or regulationorder, or any order judgment or decree of any court or government instrumentality other agency of government, the Constituent Documents or (iii) any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party party, or by which Guarantor or any of its property assets is bound, except or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor pursuant to, any such case indenture, agreement or instrument.
(f) There are no restrictions upon the voting rights or the transfer of all or any of the Pledged Investment Property existing on the date hereof (other than may appear on the face of the certificate thereof or as may be imposed by the Securities Act of 1933, as amended (the “Securities Act”), or any laws, rules or regulations of state or local authorities) and Guarantor has the right to vote, pledge, or grant a security interest in and otherwise transfer the extent Pledged Investment Property free of any encumbrances (other than applicable restrictions imposed by Federal or state securities and antitrust laws or regulations).
(g) Guarantor (i) is a corporation duly organized and validly existing under the laws of the State of Delaware and is duly qualified to transact business in each jurisdiction where the nature of its activities requires such conflict qualification (except where failure to so qualify would not have a material adverse effect on Guarantor’s business or breach operations), (ii) has been waived by the corporate power and corporate authority to own its properties and to carry on its business as now being conducted, (iii) has the corporate power and corporate authority to execute and deliver, and perform its obligations under, the Guaranty Documents to which it is a written waiver document a copy party or signatory, and (iv) except for the Borrower, has no direct subsidiaries as of which has been delivered to Agent on or before the date hereof; and.
(h) The execution and delivery of, and performance by Guarantor of its obligations under, this Agreement and the other Guaranty Documents have been duly authorized by all requisite corporate action and will not violate any provision of law, any order, judgment or decree of any court or other agency of government, the certificate of incorporation or by-laws of Guarantor or any material indenture, agreement or other instrument to which Guarantor is a party, or by which Guarantor is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Guarantor pursuant to, any such indenture, agreement or instrument. This Guaranty constitutes the valid and binding obligation of Guarantor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and similar laws regarding creditors’ rights and equitable principles.
(i) Guarantor is not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency, or any other person, in connection with or as a condition to the execution, delivery or performance of this Guaranty or the other transactions contemplated by the Guaranty Documents.
(j) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency, including any arbitration board or tribunal, now pending or, to the knowledge of Guarantor's , threatened, (i) which questions the validity of this Guaranty, or any action taken or to be taken pursuant hereto or thereto, or (ii) against or affecting Guarantor which, if adversely determined, either in any case or in the aggregate, would have a material adverse effect on the business, operations, properties, assets or financial condition, of Guarantor and its subsidiaries, taken as a whole.
(k) Guarantor is not now insolvent (as defined under any applicable federal employee identification number or state law relating to bankruptcy, insolvency or fraudulent conveyance or transfer) and Guarantor’s obligations under this Guaranty do not render Guarantor insolvent; Guarantor is 00-0000000not contemplating either the filing of a petition by Guarantor under any state or federal bankruptcy or insolvency laws or the liquidating of all or a major portion of Guarantor’s property; and Guarantor has no knowledge of any person contemplating the filing of any such petition against Guarantor.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Albireo Pharma, Inc.)
Representations and Warranties of Guarantor. Each Guarantor hereby represents and warrants to Lender that:
(a) Each Guarantor has received copies of the Agreement and the Security Documents and is familiar with and fully understands all of their terms and conditions; and
(b) Lender has not made any representations or warranties to Guarantor regarding the creditworthiness of Borrower or the prospects of repayment from sources other than Borrower and Guarantor has made its own independent decision to enter into this Guaranty and any agreements related thereto based on its own investigation and review of the creditworthiness and financial condition of Borrower and such other information as Guarantor has determined relevant; and
(c) Each Guarantor has established adequate means of obtaining from Borrower on a continuing basis financial and other information pertaining to the business of Borrower; and
(d) Each Guarantor will be benefited directly or indirectly by the financing arrangements contemplated by the Agreement and that the waivers set forth in this Guaranty are knowingly made in contemplation of such benefits.
(e) Guarantor, BAY STATE REALTY HOLDINGS, INC., is a corporation duly organized, validly legally existing and in good standing under the laws of its jurisdiction the State (or equivalent authority) of incorporation;Massachusetts, engaging in business at the Guarantor's Address.
(bf) Guarantor Guarantor, FAMILY FORD, INC., is a corporation duly qualified to do business organized, legally existing and is in good standing under the laws of each jurisdiction where its ownership the State (or lease equivalent authority) of property or Connecticut and is a duly authorized and franchised dealer for the conduct sale and service of its motor vehicles and of parts, accessories and equipment therefor, engaging in business requires such qualification;
(c) Guarantor has at the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;Guarantor's Address.
(g) After giving effect to this AmendmentGuarantor, each SHAKER’S INC., is a corporation duly organized, legally existing and in good standing under the laws of the representations State (or equivalent authority) of Connecticut and warranties made by Borrower is a duly authorized and franchised dealer for the sale and service of motor vehicles and of parts, accessories and equipment therefor, engaging in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of business at the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereofGuarantor's Address.
(h) The executionGuarantor, delivery HOMETOWN BRATTLEBORO, INC., is a corporation duly organized, legally existing and in good standing under the laws of the State (or equivalent authority) of Vermont and is a duly authorized and franchised dealer for the sale and service of motor vehicles and of parts, accessories and equipment therefor, engaging in business at the Guarantor's Address.
(i) Guarantor, SHAKER AUTO GROUP, INC., is a corporation duly organized, legally existing and in good standing under the laws of the State (or equivalent authority) of Connecticut, engaging in business at the Guarantor's Address.
(j) Borrower is an affiliate of BAY STATE REALTY HOLDINGS, INC., Guarantor.
(k) Borrower is an affiliate of FAMILY FORD, INC., Guarantor.
(l) Borrower is an affiliate of SHAKER’S INC., Guarantor.
(m) Borrower is an affiliate of HOMETOWN BRATTLEBORO, INC., Guarantor.
(n) Borrower is an affiliate of SHAKER AUTO GROUP, INC., Guarantor.
(o) In accordance with all outstanding agreements and its formation and operating documents, each Guarantor has the power and authority to guaranty the repayment of the Indebtedness and performance by of the Obligations, to enter into this Guaranty, and to grant the security interest in the Collateral securing this Guaranty. Each Guarantor of this Amendment have been duly authorized by has taken all steps necessary corporate action and to insure that this Amendment Guaranty is a legal, legally valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its termsterms and conditions.
(p) All balance sheets, except statements of profit and loss and other financial data that have been furnished by each Guarantor to Lender (the "Financial Information") fairly present the financial condition of Guarantor as of the enforcement thereof dates thereof, and the results of its operations for the periods for which the same are furnished; all other information, reports, papers and data furnished to Lender are accurate and correct in all material respects and complete insofar as completeness may be subject necessary to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally give Lender a true and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(i) Neither the execution, delivery and performance of this Amendment nor the consummation accurate knowledge of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of Guarantor's certificate or articles of incorporation or bylaws, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its property is bound, except in any such case to the extent such conflict or breach subject matter thereof; and there has been waived by a written waiver document a copy no change in the assets, liabilities or financial condition of Guarantor from that set forth in the Financial Information, other than changes in the ordinary course of business, none of which has changes have been delivered materially adverse to Agent on Guarantor. Except as specifically disclosed (as to creditor or before debtor, amount and security in the Financial Information), each Guarantor does not have outstanding any loan or indebtedness, other than from Lender, and none of the property of Guarantor is, as of the date hereof; and, subject to any security interest, lien or other encumbrance in favor of anyone other than Lender.
(jq) There is no litigation, legal or administrative proceeding, investigation or other action of any nature pending or, to the knowledge of each Guarantor's federal employee identification number is 00-0000000, threatened against or affecting Guarantor which involves the possibility of any judgment or liability not fully covered by insurance or which may materially and adversely affect any of the assets of Guarantor or its right or ability to carry on the business now conducted by Guarantor.
(r) All Federal, state and other tax returns and reports of each Guarantor required by law to be filed have been duly filed, and all Federal, state and other taxes, assessments, fees and other governmental charges (other than those presently payable without penalty and other than those disclosed in the Financial Information) imposed upon Guarantor or the property or assets of the Guarantor which are due and payable have been paid.
Appears in 1 contract
Samples: Continuing Guaranty and Security Agreement (Hometown Auto Retailers Inc)
Representations and Warranties of Guarantor. Guarantor represents and warrants that:to SPPC as follows: H-5
(a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation;
(b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) . Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage lease and operate its properties, to lease the property it operates under lease, properties and to conduct carry on its business as now, heretofore and proposed to be now being conducted;.
(db) Guarantor has all licenses, permits, consents or approvals from or by, the corporate power and has made all material filings with, authority to execute and has given all notices to, all Governmental Authorities having jurisdiction, deliver this Guaranty and to consummate the extent required for such ownership, operation transactions contemplated hereby. The execution and conduct;
(e) Guarantor is in compliance with its charter delivery of this Guaranty and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each consummation of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment transactions contemplated hereby have been duly and validly authorized by all the Board of Directors of Guarantor, and no other corporate proceedings on the part of Guarantor, including the approval of its shareholders, are necessary corporate action to authorize this Guaranty or to consummate the transactions so contemplated. This Guaranty has been duly and that this Amendment is validly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation agreement of Guarantor Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);.
(ic) Neither the executionThere are no legal or arbitral proceedings by or before any governmental or regulatory authority or agency, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does now pending or shall contravene, result in a breach of, or violate (i) any provision of to Guarantor's certificate or articles of incorporation or bylaws, (iiknowledge) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which threatened against Guarantor or any its subsidiaries that could reasonably be expected to have a material adverse effect on the consolidated financial condition, operations or business taken as a whole of it and its property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereof; andsubsidiaries.
(jd) Guarantor's federal employee identification number is 00-0000000The representations and warranties made herein will remain true until Guarantor has fulfilled all obligations to pay in full the Guarantied Obligations.
Appears in 1 contract
Samples: Transitional Power Purchase Agreement (Sierra Pacific Power Co)
Representations and Warranties of Guarantor. Guarantor To induce the LENDER to accept this GUARANTY for the purposes for which it is given, the GUARANTOR represents and warrants thatto the LENDER as follows:
(a) Guarantor The GUARANTOR is a corporation duly organized, validly existing and in good standing under the laws of the state of its jurisdiction incorporation. The GUARANTOR has the lawful power to own its properties and to engage in the businesses it conducts, and is duly qualified and in good standing as a foreign corporation in the jurisdictions wherein the nature of incorporation;the business transacted by it or property owned by it makes such qualification necessary and the failure to so qualify would have a material adverse effect on the ability of the GUARANTOR to perform its OBLIGATIONS hereunder.
(b) Guarantor Any financial statements submitted by the GUARANTOR to the LENDER, including any schedules and notes pertaining thereto, have been prepared in accordance with G.A.A.P. (as defined below), and fully and fairly present the financial condition of the GUARANTOR at the dates thereof and the results of operations for the periods covered thereby, and there has been no material adverse change in the financial condition or businesses of the GUARANTOR from the dates thereof to the date hereof, other than as disclosed to the LENDER or in any other public document or press releases. All information submitted by or on behalf of the GUARANTOR in connection with any of the OBLIGATIONS is duly qualified to do business true, accurate and is complete in good standing under all material respects as of the laws of each jurisdiction where its ownership date made and contains no knowingly false, incomplete or lease of property or the conduct of its business requires such qualification;misleading statements.
(c) Guarantor There are no material actions, suits, investigations, or proceedings pending, or to the knowledge of the GUARANTOR, threatened against the GUARANTOR or the assets of the GUARANTOR, except as specifically disclosed on Schedule 5(c) attached hereto. The GUARANTOR has no material direct or contingent liability known to the requisite corporate power GUARANTOR and authority not previously disclosed to the LENDER except (i) as disclosed in the financial statements and (ii) for liabilities and obligations (A) incurred in the legal right ordinary course of business and consistent with past practices and (B) the restructuring charges and write-offs in the third and fourth quarters of 1999 disclosed in the press releases attached hereto or in any other public documents, nor does the GUARANTOR know of or have any reason to ownexpect any other material adverse change in the GUARANTORS assets, pledgeliabilities, mortgage and operate its properties, to lease the property it operates under leasebusiness, and to conduct its business as nowor condition, heretofore and proposed to be conducted;financial or otherwise.
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor The GUARANTOR is not in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor default with respect to Guarantor and any of its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its termsexisting indebtedness, except as specifically disclosed on Schedule 5(d) attached hereto, and the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(i) Neither the execution, delivery making and performance of this Amendment nor GUARANTY will not (immediately, with the consummation passage of time, the transactions contemplated hereby does or shall contravene, result in a breach ofgiving of notices, or violate both), (i) any provision violate the charter or by-laws of Guarantor's certificate or articles of incorporation or bylawsthe GUARANTOR, (ii) violate any law or regulationlaws, or any order or decree of any court or government instrumentality or (iii) indentureresult in a default under material any contract, mortgageagreement, deed of trust, lease, agreement or other instrument to which Guarantor the GUARANTOR is a party or by which Guarantor the GUARANTOR or any of its property is bound, except or (iv) result in the creation or imposition of any such case to security interest in, or lien or encumbrance upon, any of the extent such conflict assets of the GUARANTOR. No approval, consent, order, authorization or breach has been waived license by, or giving notice to, or taking any other action with respect to, any governmental or regulatory authority or agency is required for the execution and delivery by a written waiver document a copy the GUARANTOR of which has been delivered to Agent on this GUARANTY or before for the date hereof; andperformance by the GUARANTOR of any of the agreements and obligations hereunder.
(je) Guarantor's federal employee identification number is 00-0000000The GUARANTOR has the power and legal authority to enter into and perform this GUARANTY, to incur the OBLIGATIONS, and to perform, observe and comply with all of the GUARANTORS agreements and obligations hereunder. The GUARANTOR has taken all corporate action necessary to authorize the execution, delivery, and performance of this GUARANTY.
(f) This GUARANTY, when delivered, will be valid, binding, and enforceable in accordance with its terms.
(g) The incurring or satisfaction of the OBLIGATIONS has not left and will not leave the GUARANTOR insolvent, with an unreasonably small capital, or unable to pay existing or future debts as they mature.
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor hereby represents and warrants thatto and with the Collateral and Paying Agent, for the benefit of the Secured Parties, as follows:
(a) (i) Piedmont is the owner of a direct or indirect 50% interest in the Issuer, (ii) the value of the consideration and benefit received and to be received by Guarantor as a result of any Lender Party’s providing a loan to, or purchasing Notes from, the Issuer, and Guarantor’s executing and delivering this Guaranty, is a corporation duly organizedreasonably worth at least as much as the liability and obligation of Guarantor hereunder, validly existing and in good standing under (iii) the laws Equity Loans and the purchases of its jurisdiction of incorporationthe Interim Notes have benefited, and may reasonably be expected to benefit, Guarantor, directly or indirectly;
(b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment Guaranty is a duly authorized, legal, valid valid, and binding obligation of Guarantor upon and enforceable against Guarantor in accordance with its terms, except as the enforcement thereof enforceability may be subject to limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting the enforcement of creditors' ’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding by proceedings in equity or at law);
(ic) Neither the The execution, delivery and performance by Guarantor of this Amendment nor Guaranty will not cause Guarantor to be, in violation of any Requirement of Law or in contravention of, breach of or in default under any material contract, agreement or restriction by which Guarantor is bound or affected;
(d) Guarantor is (i) duly organized, validly existing, and in good standing under the consummation laws of the state of its organization, (ii) has full power and authority, and the legal right, to execute and perform this Guaranty and (iii) is duly qualified as a foreign corporation or other entity under the laws of each jurisdiction where the conduct of its business requires such qualification except those jurisdictions as to which the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to such Guarantor;
(e) this Guaranty, the documents, certificates or other writings delivered to the Lender Parties by or on behalf of Guarantor in connection with the transactions contemplated hereby does and the financial statements delivered pursuant to Section 4.02, taken as a whole, do not contain any untrue statement of a material fact or shall contravene, result omit to state any material fact necessary to make the statements therein not misleading in a breach of, or violate light of the circumstances under which they were made;
(i) there is no pending litigation or proceeding of or before any provision of Guarantor's certificate arbitrator or articles of incorporation or bylawsGovernmental Authority, (ii) no investigation is pending before any law or regulationGovernmental Authority, or any order or decree of any court or government instrumentality or and (iii) indentureto the knowledge of Guarantor, mortgageno litigation, deed investigation or proceeding of trustor before any arbitrator or Governmental Authority has been threatened in each case, leaseby or against Guarantor, agreement that relate in any way to the validity, enforceability, or priority of this Guaranty, and that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Guarantor or this Guaranty;
(g) all financial statements which have been furnished to any Secured Party by or on behalf of Guarantor and Piedmont present fairly in all material respects, the consolidated financial condition of Guarantor and Piedmont and their consolidated subsidiaries as of the respective dates specified in such statements and the consolidated results of their operations and their cash flows for the respective periods specified therein, and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Since the FYE of the Guarantor and Piedmont for which financial statements of such Guarantor and Piedmont were delivered as a condition to Closing, to and including the Closing Date, no Material Adverse Change has occurred with respect to Guarantor and Piedmont;
(h) no bankruptcy or insolvency proceedings or other instrument similar relief under Debtor Relief Laws are pending or contemplated by Guarantor nor, to which Guarantor’s knowledge, are any such proceedings contemplated against Guarantor, and after giving effect to this Guaranty, Guarantor is a party solvent, is not bankrupt and has no outstanding liens, garnishments, bankruptcies or by court actions which could reasonably be expected to render Guarantor insolvent or bankrupt, and has not incurred and will not incur debts that will be beyond Guarantor’s ability to pay as such debts mature;
(i) Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Issuer and is familiar with the value of any all collateral intended to be created as security for the payment of its property the Guaranteed Indebtedness, but Guarantor is bound, except in any not relying on such case financial condition or the collateral as inducement to the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereof; andenter into this Guaranty;
(j) Guarantor's federal employee identification number is 00-0000000.Guarantor has read and fully understands the provisions contained in this Guaranty and the other Financing Documents;
Appears in 1 contract
Representations and Warranties of Guarantor. Guarantor represents and warrants to Bank as of the date of this Agreement that:
(a) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation;
(b) Guarantor Maryland, is duly qualified to do business and is in good standing under the laws of each jurisdiction where to conduct business in those jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, and has the requisite power and authority to make and perform this Guaranty;
(cb) This Guaranty has been duly authorized, executed and delivered by Guarantor has the requisite corporate power and authority such execution and delivery and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore and proposed to be conducted;
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(h) The execution, delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of obligations hereunder will not violate any applicable bankruptcyprovision of law or any rule, insolvencyregulation, reorganizationorder, moratorium writ, judgment, injunction, decree, determination or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity award applicable to Guarantor nor conflict with or at law);
(i) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does or shall contravene, result in constitute a breach of, of or violate (i) any provision of Guarantor's a default under the certificate or articles of incorporation or bylaws, (ii) any law or regulation, by-laws of Guarantor or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of its Guarantor’s property is bound, except and this Guaranty is a valid and binding obligation of Guarantor enforceable in accordance with its terms;
(c) There is no litigation, proceeding or investigation pending or, to the knowledge of Guarantor, threatened against Guarantor, or against any of its properties or revenues, as to which there is a reasonable likelihood of an adverse determination and which if adversely determined, would have or constitute a Material Adverse Effect, and Guarantor is not in violation in any such case material respect of any statute, rule, order or regulation of any governmental body applicable to Guarantor which individually or collectively could have or constitute a Material Adverse Effect, except for notices of violations received in the extent such conflict ordinary course of business which Guarantor is diligently proceeding in good faith and in full compliance with all Requirements of Law to remove or breach has been waived by a written waiver document a copy correct;
(d) The consolidated and consolidating financial statements of which has been delivered to Agent on or before Guarantor as of December 31, 2010 are complete and correct, were prepared in accordance with generally accepted accounting principles consistently applied and fairly set forth the financial condition of Guarantor and its Subsidiaries as of the date hereofthereof and the results of Guarantor’s operations for the period covered thereby; and there has occurred no material adverse change in the financial condition of Guarantor as shown thereon since the date thereof, except such changes as have been heretofore disclosed to Bank in writing; and
(je) Guarantor's federal employee identification number is 00-0000000Guarantor has filed all income tax returns and all other material tax returns required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessments received by it.
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Representations and Warranties of Guarantor. Each Guarantor represents and warrants thatto NPC as follows:
(a) Guarantor it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation;
(b) Guarantor is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification;
(c) . Such Guarantor has the requisite corporate power and authority and the legal right to own, pledge, mortgage lease and operate its properties, to lease the property it operates under lease, properties and to conduct carry on its business as now, heretofore and proposed to be now being conducted;
(d) Guarantor has all licenses, permits, consents or approvals from or by, and has made all material filings with, and has given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct;
(e) Guarantor is in compliance with its charter and by- laws;
(f) Guarantor is in compliance with all applicable provisions of law, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect;
(g) After giving effect to this Amendment, each of the representations and warranties made by Borrower in Sections 3.2, 3.7,3.9, 3.10, 3.13, 3.15, 3.17, 3.18, 3.20, 3.21, 3.22, 3.23, 3.25 and 3.26 of the Credit Agreement are true and correct as if made by Guarantor with respect to Guarantor and its properties on the date hereof.
(hb) it has the corporate power and authority to execute and deliver this Guarantee and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by Guarantor of this Amendment have been duly authorized by all necessary corporate action Guarantee and that this Amendment is a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);
(i) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby does have been duly and validly authorized by the Board of Directors of such Guarantor, and no other corporate proceedings on the part of such Guarantor, including the approval of its shareholders, are necessary to authorize this Guarantee or shall contraveneto consummate the transactions so contemplated. This Guarantee has been duly and validly executed and delivered by such Guarantor and constitutes a valid and binding agreement of such Guarantor, result enforceable against such Guarantor in a breach ofaccordance with its terms.
(c) There are no legal or arbitral proceedings by or before any governmental or regulatory authority or agency, now pending or violate (i) any provision of to such Guarantor's certificate or articles of incorporation or bylaws, (iiknowledge) any law or regulation, or any order or decree of any court or government instrumentality or (iii) indenture, mortgage, deed of trust, lease, agreement or other instrument to which Guarantor is a party or by which threatened against such Guarantor or any its subsidiaries that could reasonably be expected to have a material adverse effect on the consolidated financial condition, operations or business taken as a whole of it and its property is boundsubsidiaries, except as set forth in any periodic filings by such case to Guarantor with the extent such conflict or breach has been waived by a written waiver document a copy of which has been delivered to Agent on or before the date hereof; andSecurities and Exchange Commission.
(jd) Guarantor's federal employee identification number is 00-0000000The representations and warranties made herein will remain true until such Guarantor has fulfilled its obligations to pay in full the Guaranteed Obligations.
Appears in 1 contract
Samples: Transitional Power Purchase Agreement (Sierra Pacific Power Co)
