Common use of Representations and Warranties of Guarantors Clause in Contracts

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. Each of the -------------------------------------------- Guarantors hereby Guarantor represents and warrants to Lender Bank, as followsan inducement to Bank to enter into the Loan Documents, that: (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 by Guarantor of this Guaranty (i) do not contravene, result in the breach of contravene any law or constitute a default under any mortgage, deed of trust, lease, promissory note, loan agreement contractual restriction binding on or other contract or agreement to which affecting Guarantor is a party or by which Guarantor Guarantor’s property may be affected; and (ii) do not require any authorization or approval or other action by, or any of its properties may be bound notice to or affected and do not violate filing with, any other Person except such as have been obtained or contravene any law, order, decree, rule or regulation to which Guarantor is subject; made; (db) there are no judicial or administrative actions, suits or proceedings pending or, conditions precedent to the best of Guarantor's knowledge, threatened against or affecting Guarantor or involving the validity, enforceability or priority effectiveness of this Guaranty; , and this Guaranty shall be in full force and effect and binding on Guarantor as of the date hereof, regardless of whether Bank obtains collateral or any guaranties from others or takes any other action contemplated by Guarantor; (ec) this Guaranty constitutes the legal, valid and binding obligation of Guarantor Guarantor, enforceable in accordance with its terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally and by general principles of equity; (d) there is no action, suit or proceeding affecting Guarantor pending or threatened before any court, arbitrator, or governmental authority, which may materially adversely affect Guarantor’s ability to perform his obligations under this Guaranty; (e) Guarantor has established adequate means of obtaining from sources other than Bank, on a continuing basis, financial and other information pertaining to Borrower’s and the Loan Parties’ financial condition, Borrower’s and the Loan Parties’ property and Borrower’s and the Loan Parties’ activities relating thereto and the status of Borrower’s and the Loan Parties’ performance of obligations imposed by the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Bank has made no representation or warranty to such Guarantor as to any such matters; (f) there are not now pending any material court or administrative proceedings or undischarged judgments against Guarantor, and no tax liens have been filed or threatened against Guarantor. Guarantor is not in default, or alleged to be in default, under any agreement for borrowed money; and (g) Bank has made no representation or warranty to Guarantor regarding any collateral for the Obligations, including its value and/or its transferability in the event Bank exercises its remedies under the Loan Documents.

Representations and Warranties of Guarantors. Each of the -------------------------------------------- Guarantors hereby Guarantor represents and warrants to Lender Bank, as followsan inducement to Bank to enter into the Loan Documents, that: (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 by such Guarantor of this Guaranty (i) do not contravene, result in the breach of contravene any law or constitute a default under any mortgage, deed of trust, lease, promissory note, loan agreement contractual restriction binding on or other contract or agreement to which affecting such Guarantor is a party or by which Guarantor such Guarantor’s property may be affected; and (ii) do not require any authorization or approval or other action by, or any of its properties may be bound notice to or affected and do not violate filing with, any other Person except such as have been obtained or contravene any law, order, decree, rule or regulation to which Guarantor is subject; made; (db) there are no judicial or administrative actions, suits or proceedings pending or, conditions precedent to the best of Guarantor's knowledge, threatened against or affecting Guarantor or involving the validity, enforceability or priority effectiveness of this Guaranty; , and this Guaranty shall be in full force and effect and binding on such Guarantor as of the date hereof, regardless of whether Bank obtains collateral or any guaranties from others or takes any other action contemplated by such Guarantor; (ec) this Guaranty constitutes the legal, valid and binding obligation of Guarantor such Guarantor, enforceable in accordance with its terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally and by general principles of equity; (d) there is no action, suit or proceeding affecting such Guarantor pending or threatened before any court, arbitrator, or governmental authority, which may materially adversely affect such Guarantor’s ability to perform his obligations under this Guaranty; (e) such Guarantor has established adequate means of obtaining from sources other than Bank, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, Borrower’s property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations imposed by the Loan Documents, and such Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect such Guarantor’s risks hereunder and Bank has made no representation or warranty to such Guarantor as to any such matters; (f) there are not now pending any material court or administrative proceedings or undischarged judgments against such Guarantor, and no tax liens have been filed or threatened against such Guarantor. Such Guarantor is not in default, or alleged to be in default, under any agreement for borrowed money; and (g) Bank has made no representation or warranty to such Guarantor regarding any collateral for the Obligations, including its value and/or its transferability in the event Bank exercises its remedies under the Loan Documents.