Representations and Warranties of Guarantors. The Borrower has no knowledge that any of the representations or warranties of any Guarantor contained in any Loan Document to which such Guarantor is a party are untrue or inaccurate in any material respect.
Representations and Warranties of Guarantors. In order to induce the Lenders to make loans to, and issue Letters of Credit for the account of, the Company pursuant to the Credit Agreement, each Guarantor represents and warrants as of the Closing Date, each Funding Date, the date of issuance of each Letter of Credit or the date it becomes a party to this Guaranty that (in each case as and to the extent set forth below):
(a) such Guarantor (i) is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite organizational power and authority to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted and (iii) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, in each case, except to the extent that such failure has not had and will not have a Material Adverse Effect;
(b) such Guarantor has all requisite organizational power and authority to enter into this Guaranty and each other Loan Document to which it is a party and to carry out the transactions contemplated hereby and thereby and the execution, delivery and performance of this Guaranty and each other Loan Document to which it is a party has been duly authorized by all necessary corporate or other action on the part of such Guarantor;
(c) such Guarantor has duly executed and delivered this Guaranty and each other Loan Document to which it is a party, and this Guaranty and each such other Loan Document constitutes the legally valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;
(d) the execution, delivery and performance by such Guarantor of this Guaranty or any other Loan Document to which it is a party and the consummation of the transactions contemplated by this Guaranty or any other Loan Document do not and will not (i) violate any provision of any material law or any material governmental rule or regulation applicable to it, the Certificate or Articles of Incorporation or Bylaws (or equivalent constitutional documents) of such Guarantor, or any material order, judgment or decree of any court or other agency of government bindin...
Representations and Warranties of Guarantors. Each of the -------------------------------------------- Guarantors hereby represents and warrants to Lender as follows:
(a) Guarantor is solvent, is not bankrupt and has no outstanding liens, garnishments, bankruptcies or court actions which could render guarantor insolvent or bankrupt, and there has not been filed by or against Guarantor a petition in bankruptcy or a petition or answer seeking an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to Guarantor or any substantial portion of Guarantor's property, reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution or similar relief under the Bankruptcy Code or any state law; (b) Guarantor is not subject to a conservatorship, guardianship or any other proceeding or disability affecting Guarantor's competency to contract; (c) the execution, delivery and performance of this Guaranty do not contravene, result in the breach of or constitute a default under any mortgage, deed of trust, lease, promissory note, loan agreement or other contract or agreement to which Guarantor is a party or by which Guarantor or any of its properties may be bound or affected and do not violate or contravene any law, order, decree, rule or regulation to which Guarantor is subject; (d) there are no judicial or administrative actions, suits or proceedings pending or, to the best of Guarantor's knowledge, threatened against or affecting Guarantor or involving the validity, enforceability or priority of this Guaranty; and (e) this Guaranty constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms.
Representations and Warranties of Guarantors. As an inducement to Lender to enter into this Agreement, each of the Guarantors, ICMOSA, GISE xxx Agromark make the following representations and warranties to Lender (which survive the execution and delivery of this Agreement):
a. No adverse change in condition (financial or otherwise) of any Guarantor or ICMOSA, GISE xx Agromark not previously disclosed to the Lender in writing or any other event has occurred which creates the possibility of adversely affecting: (i) the condition (financial or otherwise) of any Guarantor, ICMOSA, GISE xx Agromark; (ii) the validity or enforceability of any Guaranty; or (iii) the ability of any Guarantor, ICMOSA, GISE xx Agromark to meet and carry out its respective obligations under any Guaranty Agreement.
b. Each of the Guarantors, ICMOSA, GISE xxx Agromark is in compliance in all material respects with all covenants contained in the Guaranty Agreements.
c. All representations and warranties of each of the Guarantors, ICMOSA, GISE, xxd Agromark contained in the Guaranty Agreements are true and correct in all material respects on and as of this date.
Representations and Warranties of Guarantors. The Target Company, Cayman Co, the German Subsidiary and the Founders (collectively, the “Guarantors”, and each a “Guarantor”) shall severally and jointly make representations and warranties to the Investor as set out in Appendix C-1 hereto (other than the representations and warranties provided under the Restructuring Framework Agreement) and warrant that such representations and warranties are true, complete and accurate from the date of this Agreement to the Closing Date.
Representations and Warranties of Guarantors. Unless otherwise expressly provided in this Exhibit or the context otherwise requires, the terms used in this Exhibit shall have the same meanings as in this Appendix A. However, for the purposes of this Exhibit, unless otherwise expressly stated, the definition of “Company” shall include the Target Company and other Group Company (if any).
Representations and Warranties of Guarantors. Each Guarantor represents and warrants to the Administrative Agent that all of representations and warranties relating to such Guarantor contained in the Loan Agreement are true and correct. Each Guarantor further represents and warrants to the Administrative Agent that all of the representations and warranties set forth in Schedule 1 hereto are true and correct as of the date hereof.
Representations and Warranties of Guarantors. Without limiting in any way any representation or warranty in the Master Guaranty, each Guarantor represents and warrants that as of the date hereof:
Representations and Warranties of Guarantors. Each Guarantor by its signature below represents, warrants and covenants to Lender that:
4.1 Such Guarantor knows of no Default or Event of Default under the terms and conditions of the Loan Documents.
4.2 This Amendment constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally.
4.3 Since the date of the last financial statements delivered by Borrower to Lender, there has been no material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of such Guarantor taken as a whole or in the facts and information regarding such Guarantor as represented to Lender to date.
4.4 There are no actions, suits, investigations or proceedings pending or to Borrower’s knowledge, threatened in any court or before any arbitrator or governmental authority that purport (x) to materially and adversely affect such Guarantor, or (y) to affect any transaction contemplated hereby or the ability of Guarantor to perform its obligations under the Loan Documents.
4.5 Such Guarantor is in material compliance with all laws, including satisfaction of all tax obligations prior to delinquency.
Representations and Warranties of Guarantors. The Guarantors jointly and severally represent and warrant to the Secured Party, as follows:
