Common use of Representations and Warranties of the Parent Guarantor Clause in Contracts

Representations and Warranties of the Parent Guarantor. Parent Guarantor represents and warrants to Agent and each Lender that: (a) Parent Guarantor is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the business, operations, affairs, financial condition, assets or properties of Parent Guarantor and the Borrower and its subsidiaries, taken as a whole, or (2) the ability of Parent Guarantor to perform its obligations under this Parent Guaranty or (3) the validity or enforceability of this Parent Guaranty (herein in this Section 5, a “Material Adverse Effect”). Parent Guarantor has the power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Parent Guaranty and the other Loan Documents to which Parent Guarantor is a party and to perform the provisions hereof and thereof. (b) Each subsidiary of Parent Guarantor is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each subsidiary of Parent Guarantor has the power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (c) This Parent Guaranty and each Loan Document to which Parent Guarantor is a party have been duly authorized by all necessary action on the part of Parent Guarantor, and this Subsidiary Guaranty and each Loan Document to which Parent Guarantor is a party constitutes a legal, valid and binding obligation of Parent Guarantor enforceable against Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The execution, delivery and performance by Parent Guarantor of this Parent Guaranty and each Loan Document to which Parent Guarantor is a party will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than the Liens contemplated by the Loan Documents) in respect of any property of Parent Guarantor or any of its subsidiaries under any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational document or any other agreement or instrument to which Parent Guarantor or any of its subsidiaries is bound or by which Parent Guarantor or any of its subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to Parent Guarantor or any of its subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to Parent Guarantor or any of its subsidiaries. (e) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by Parent Guarantor of this Parent Guaranty and each Loan Document to which Parent Guarantor is a party. (1) There are no actions, suits or proceedings pending or, to the knowledge of Parent Guarantor, threatened against or affecting Parent Guarantor or any of its subsidiaries or any property of Parent Guarantor or any of its subsidiaries in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (2) Neither Parent Guarantor nor any of its subsidiaries is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including, without limitation, Environmental Laws and Regulations) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (g) Parent Guarantor expects to derive a direct benefit (and its board of directors or other governing body had determined that it may reasonably be expected to derive such benefit) from: (1) the Revolving Credit Loans and the Intercompany Loans to finance its business; (2) the successful operations of Borrower and each Subsidiary Guarantor individually and as a group; (3) its rights of contribution and subrogation against the Borrower and each Subsidiary Guarantor as provided herein or under applicable law; and (4) the Credit Agreement and the other Loan Documents. (h) Parent Guarantor is solvent, has capital not unreasonably small in relation to its business or any contemplated or undertaken transaction and has assets having a value both at fair valuation and at present fair salable value greater than the amount required to pay its debts as they become due and greater than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured. Parent Guarantor does not intend to incur, or believe or should have believed that it will incur, debts beyond its ability to pay such debts as they become due. Parent Guarantor will not be rendered insolvent by the execution and delivery of, and performance of its obligations under, this Parent Guaranty. Parent Guarantor does not intend to hinder, delay or defraud its creditors by or through the execution and delivery of, or performance of its obligations under, this Parent Guaranty.

Representations and Warranties of the Parent Guarantor. The Parent Guarantor represents makes the following representations, warranties and warrants to Agent and each Lender thatagreements: (a) The Parent Guarantor is a corporation or other legal entity duly organizedincorporated, validly existing and in good standing under the laws of Delaware and has all requisite authority to conduct its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing business in each jurisdiction in which such qualification its business is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on conducted. (1b) the business, operations, affairs, financial condition, assets or properties of Parent Guarantor and the Borrower and its subsidiaries, taken as a whole, or (2) the ability of Parent Guarantor to perform its obligations under this Parent Guaranty or (3) the validity or enforceability of this Parent Guaranty (herein in this Section 5, a “Material Adverse Effect”). The Parent Guarantor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, legal right to execute and deliver this Parent Guaranty and to perform its obligations hereunder. The execution and delivery by the other Loan Documents to which Parent Guarantor is a party and to perform the provisions hereof and thereof. (b) Each subsidiary of Parent Guarantor is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each subsidiary of Parent Guarantor has the power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (c) This this Parent Guaranty and each Loan Document to which Parent Guarantor is a party performance of its obligations hereunder have been duly authorized by all necessary action on the part of Parent Guarantorproper corporate proceedings, and this Subsidiary Parent Guaranty and each Loan Document to which Parent Guarantor is a party constitutes a the legal, valid and binding obligation of such Parent Guarantor enforceable against such Parent Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally and (2) or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity. (dc) The execution, Neither the execution and delivery and performance by the Parent Guarantor of this Parent Guaranty and each Loan Document Guaranty, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Parent Guarantor or its articles of incorporation or by-laws or the provisions of any indenture, instrument or agreement to which such Parent Guarantor is a party will not (1) contraveneor is subject, result in any breach ofor by which it, or its property, is bound, or conflict with or constitute a default underthereunder, or result in the creation or imposition of any Lien (other than in, of or on the Liens contemplated by property of such Parent Guarantor pursuant to the Loan Documents) in respect terms of any property of Parent Guarantor or any of its subsidiaries under any such indenture, mortgage, deed of trust, loan, purchase instrument or credit agreement, leaseexcept any violation, organizational document default or any other agreement Lien which would not have a material adverse affect on the business, properties, financial condition or instrument to which Parent Guarantor or any results of its subsidiaries is bound or by which Parent Guarantor or any of its subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any operations of the termsCompany and its Subsidiaries, conditions or provisions of any taken as a whole. No order, judgmentconsent, decreeapproval, license, authorization, or ruling of any court, arbitrator or Governmental Authority applicable to Parent Guarantor or any of its subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to Parent Guarantor or any of its subsidiaries. (e) No consent, approval or authorization validation of, or registrationfiling, filing recording or declaration registration with, or exemption by, any Governmental Authority governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution, delivery and performance of, or performance the legality, validity, binding effect or enforceability of, this Parent Guaranty, other than the filing, within the period established by Parent Guarantor applicable law, of this Parent Guaranty and each Loan Document to which Parent Guarantor is a partywith the FCC. (1d) There are no actions, suits or proceedings pending or, to The Guaranteed Debt constitutes Senior Debt under the knowledge of Parent Guarantor, threatened against or affecting Parent Guarantor or any of its subsidiaries or any property of Parent Guarantor or any of its subsidiaries in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse EffectSenior Subordinated Note Indentures. (2) Neither Parent Guarantor nor any of its subsidiaries is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including, without limitation, Environmental Laws and Regulations) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (g) Parent Guarantor expects to derive a direct benefit (and its board of directors or other governing body had determined that it may reasonably be expected to derive such benefit) from: (1) the Revolving Credit Loans and the Intercompany Loans to finance its business; (2) the successful operations of Borrower and each Subsidiary Guarantor individually and as a group; (3) its rights of contribution and subrogation against the Borrower and each Subsidiary Guarantor as provided herein or under applicable law; and (4) the Credit Agreement and the other Loan Documents. (h) Parent Guarantor is solvent, has capital not unreasonably small in relation to its business or any contemplated or undertaken transaction and has assets having a value both at fair valuation and at present fair salable value greater than the amount required to pay its debts as they become due and greater than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured. Parent Guarantor does not intend to incur, or believe or should have believed that it will incur, debts beyond its ability to pay such debts as they become due. Parent Guarantor will not be rendered insolvent by the execution and delivery of, and performance of its obligations under, this Parent Guaranty. Parent Guarantor does not intend to hinder, delay or defraud its creditors by or through the execution and delivery of, or performance of its obligations under, this Parent Guaranty.

Representations and Warranties of the Parent Guarantor. The Parent Guarantor represents and warrants to Agent and each Lender thatwarrants, as of the Restatement Date, as follows: (a) Parent Guarantor Each Loan Party is a corporation or other legal entity duly organized, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its such Loan Party’s jurisdiction of organization. (b) The execution, delivery and performance by each Loan Party of this Agreement and the other Loan Documents to which such Loan Party is a party, and is the consummation of the transactions contemplated hereby and thereby, (i) are within such Loan Party’s powers, (ii) have been duly qualified as a foreign corporation authorized by all necessary action, (iii) do not contravene (A) such Loan Party’s charter or by-laws or other legal entity organizational documents or (B) any law, regulation or contractual restriction binding on or affecting such Loan Party and is (iv) will not result in good standing or require the creation or imposition of any Lien upon or with respect to any of the properties of the Consolidated Group, except, in each jurisdiction in which such qualification the case of clause (iii)(B) and (iv), as would not be reasonably expected to have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or, except as would not be reasonably expected to have a Material Adverse Effect, any other third party is required for the due execution, delivery and performance by any Loan Party of this Agreement or the other Loan Documents, as applicable. (d) This Agreement and the other Loan Documents, as applicable, have been duly executed and delivered by each applicable Loan Party. This Agreement and the other Loan Documents, as applicable, are the legal, valid and binding obligation of the Loan Parties party thereto, enforceable against such Loan Parties in accordance with its terms, except as affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The Consolidated balance sheet of each of the Parent Guarantor and its Subsidiaries and St. Jude Medical, Inc. and its Subsidiaries as at December 31, 2015 and, if applicable, the last day of each subsequent fiscal year for which each of the Parent Guarantor and St. Jude Medical, Inc. has most recently filed financial statements on Form 10-K, and the related Consolidated statements of earnings, comprehensive income and cash flows of each of the Parent Guarantor and its Subsidiaries and St. Jude Medical, Inc. and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young LLP or other than those jurisdictions independent public accountants of recognized national standing, and, if applicable, the Consolidated balance sheet of each of the Parent Guarantor and its Subsidiaries and St. Jude Medical, Inc. and its Subsidiaries as to at March 31, 2016 and, if applicable, the last day of the most recent fiscal quarter ended after such date for which the failure Parent Guarantor and St. Jude Medical, Inc. has most recently filed financial statements on Form 10-Q subsequent to such fiscal year, and the related Consolidated statements of income and cash flows of each of the Parent Guarantor and its Subsidiaries and St. Jude Medical, Inc. and its Subsidiaries for the year-to-date period then ended, if applicable, duly certified, as applicable, by the Senior Vice President, Finance and Chief Financial Officer of the Parent Guarantor and the Vice President, Finance and Chief Financial Officer of St. Jude Medical, Inc. or the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition of each of the Parent Guarantor and its Subsidiaries and St. Jude Medical, Inc. and its Subsidiaries, as applicable, as at such dates and the Consolidated results of the operations of each of the Parent Guarantor and its Subsidiaries and St. Jude Medical, Inc. and its Subsidiaries, as applicable, for the periods ended on such dates, all in accordance with GAAP (subject, in the case of the Consolidated balance sheet included in any Form 10-Q and the related statements of earnings, comprehensive income and cash flows, to the absence of footnotes and year-end audit adjustments); provided that information required to be furnished pursuant to this Section 4.01(e) shall be deemed to have been furnished if such information, or one or more annual or quarterly or other reports or proxy statements containing such information, shall have been posted and be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx (and a confirming electronic correspondence is delivered or caused to be delivered by the Parent Guarantor or St. Jude Medical, Inc. to the Administrative Agent providing notice of such availability). (f) There is no action, suit, investigation, litigation or proceeding (including, without limitation, any Environmental Action), affecting the Consolidated Group pending or, to the knowledge of the Parent Guarantor, threatened before any court, governmental agency or arbitrator that would reasonably be expected to be adversely determined, and if so qualified or in good standing determined, (a) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Consolidated Group taken as a whole (1other than the litigation set forth on Schedule 4.01(f) attached hereto) or (b) would adversely affect the businesslegality, operationsvalidity and enforceability of any material provision of this Agreement in any material respect. (g) After giving effect to the St. Jude Transactions, affairs, financial condition, not more than 25 percent of the value of the assets or properties of the Parent Guarantor and of the Borrower Consolidated Group, on a Consolidated basis, subject to the provisions of Section 5.02(b), will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (h) All written information (other than the Projections and information of a general economic or industry nature) (but only, with respect to written information related to St. Jude Medical, Inc. and its subsidiariesSubsidiaries prior to the Restatement Date, and to Alere prior to the closing date of the Alere Acquisition, to the best of the Parent Guarantor’s knowledge), taken as a whole, that has been furnished to the Administrative Agent or (2) the ability Lenders by the Parent Guarantor or its representatives on or prior to the Restatement Date in connection with the St. Jude Transactions is correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not misleading in light of the circumstances under which such statements were made. The Projections that have been furnished by the Parent Guarantor to perform its obligations under this any Lenders or the Administrative Agent on or prior to the Restatement Date in connection with the St. Jude Transactions have been prepared in good faith based upon assumptions believed by the Parent Guaranty or Guarantor to be reasonable as of the date when made (3it being understood that (i) the validity or enforceability Projections are subject to significant uncertainties and contingencies, many of this which are beyond the Parent Guaranty Guarantor’s control, (herein in this Section 5ii) the Projections, a “Material Adverse Effect”). Parent Guarantor has by their nature, are inherently uncertain and no assurances are being given that the power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Parent Guaranty and the other Loan Documents to which Parent Guarantor is a party and to perform the provisions hereof and thereof. (b) Each subsidiary of Parent Guarantor is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or results reflected in the aggregate, reasonably projections will be expected to have a Material Adverse Effect. Each subsidiary of Parent Guarantor has achieved and (iii) actual results may differ from the power Projections and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (c) This Parent Guaranty and each Loan Document to which Parent Guarantor is a party have been duly authorized by all necessary action on the part of Parent Guarantor, and this Subsidiary Guaranty and each Loan Document to which Parent Guarantor is a party constitutes a legal, valid and binding obligation of Parent Guarantor enforceable against Parent Guarantor in accordance with its terms, except as such enforceability differences may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawmaterial). (d) The execution, delivery and performance by Parent Guarantor of this Parent Guaranty and each Loan Document to which Parent Guarantor is a party will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than the Liens contemplated by the Loan Documents) in respect of any property of Parent Guarantor or any of its subsidiaries under any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational document or any other agreement or instrument to which Parent Guarantor or any of its subsidiaries is bound or by which Parent Guarantor or any of its subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to Parent Guarantor or any of its subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to Parent Guarantor or any of its subsidiaries. (ei) No consent, approval ERISA Event has occurred or authorization of, or registration, filing or declaration with, is reasonably expected to occur with respect to any Governmental Authority is required in connection with the execution, delivery or performance by Parent Guarantor of this Parent Guaranty and each Loan Document to Plan which Parent Guarantor is a party. (1) There are no actions, suits or proceedings pending or, to the knowledge of Parent Guarantor, threatened against or affecting Parent Guarantor or any of its subsidiaries or any property of Parent Guarantor or any of its subsidiaries in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (2j) Neither Parent Guarantor nor any As of its subsidiaries is the last annual actuarial valuation date prior to the Restatement Date, the Xxxxxx Laboratories Annuity Retirement Plan was not in default under any term at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code) and no other Plan subject to ERISA was in at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code), and since such annual actuarial valuation date there has been no material adverse change in the funding status of any agreement or instrument Plan subject to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including, without limitation, Environmental Laws and Regulations) of any Governmental Authority, which default or violation, individually or in the aggregate, ERISA that would reasonably be expected to have a Material Adverse Effectcause such Plan to be in at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code). (g) Parent Guarantor expects to derive a direct benefit (and its board of directors or other governing body had determined that it may reasonably be expected to derive such benefit) from: (1) the Revolving Credit Loans and the Intercompany Loans to finance its business; (2) the successful operations of Borrower and each Subsidiary Guarantor individually and as a group; (3) its rights of contribution and subrogation against the Borrower and each Subsidiary Guarantor as provided herein or under applicable law; and (4) the Credit Agreement and the other Loan Documents. (h) Parent Guarantor is solvent, has capital not unreasonably small in relation to its business or any contemplated or undertaken transaction and has assets having a value both at fair valuation and at present fair salable value greater than the amount required to pay its debts as they become due and greater than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured. Parent Guarantor does not intend to incur, or believe or should have believed that it will incur, debts beyond its ability to pay such debts as they become due. Parent Guarantor will not be rendered insolvent by the execution and delivery of, and performance of its obligations under, this Parent Guaranty. Parent Guarantor does not intend to hinder, delay or defraud its creditors by or through the execution and delivery of, or performance of its obligations under, this Parent Guaranty.

Representations and Warranties of the Parent Guarantor. To induce the Administrative Agent to enter into this Agreement and to induce the Lenders to continue to make available the financial accommodations to the Borrowers under the Credit Agreement, the Parent Guarantor hereby represents and warrants to the Administrative Agent and each Lender that: 3.1.1 The Parent Guarantor (a) Parent Guarantor is a corporation or other legal entity duly organized, validly existing and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of its the jurisdiction of organizationits incorporation or formation, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as except to which the extent that the failure to be so qualified or organized, existing and (to the extent applicable) in good standing would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on (1) the business, operations, affairs, financial condition, assets or properties of Parent Guarantor and the Borrower and its subsidiaries, taken as a whole, or (2) the ability of Parent Guarantor to perform its obligations under this Parent Guaranty or (3) the validity or enforceability of this Parent Guaranty (herein in this Section 5, a “Material Adverse Effect”). Parent Guarantor has the power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Parent Guaranty and the other Loan Documents to which Parent Guarantor is a party and to perform the provisions hereof and thereof. (b) Each subsidiary of Parent Guarantor is a corporation has the corporate or other organizational power and authority, and the legal entity right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, except to the extent that the failure to have such legal right would not be reasonably expected to have a Material Adverse Effect, (c) is duly organizedqualified as a corporation, validly existing partnership or limited liability company and (to the extent applicable in the relevant jurisdiction) in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which where its ownership, lease or operation of property or the conduct of its business requires such qualification is required by lawqualification, other than those in such jurisdictions as to which where the failure to be so qualified or and (to the extent applicable) in good standing would not be reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. 3.1.2 The Parent Guarantor has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform this Agreement, and the Parent Guarantor has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of the Parent Guarantor in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for (a) consents, authorizations, notices and filings which have been obtained or made prior to the date hereof and (b) consents, authorizations, notices and filings which the failure to obtain or make would not reasonably be expected to have a Material Adverse Effect. Each subsidiary of Parent Guarantor This Agreement has the power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (c) This Parent Guaranty and each Loan Document to which Parent Guarantor is a party have been duly authorized executed and delivered by all necessary action on the part of Parent Guarantor, and this Subsidiary Guaranty and each Loan Document to which Parent Guarantor is a party . This Agreement constitutes a legal, valid and binding obligation of the Parent Guarantor when executed and delivered will constitute a legal, valid and binding obligation of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with its terms, in each case except as such enforceability may be limited by (1) applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (2) general principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding sought by proceedings in equity or at law). (d) 3.1.3 The execution, delivery and performance of this Agreement by the Parent Guarantor of this Parent Guaranty and each Loan Document to which Parent Guarantor is a party will not (1) contravene, result violate any Requirement of Law in any breach of, or constitute a default under, or result in the creation of any Lien (other than the Liens contemplated by the Loan Documents) in respect of any property of Parent Guarantor or any of its subsidiaries under any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational document or any other agreement or instrument to which Parent Guarantor or any of its subsidiaries is bound or by which Parent Guarantor or any of its subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to Parent Guarantor or any of its subsidiaries or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to Parent Guarantor or any of its subsidiaries. (e) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by Parent Guarantor of this Parent Guaranty and each Loan Document to which Parent Guarantor is a party. (1) There are no actions, suits or proceedings pending or, to the knowledge of Parent Guarantor, threatened against or affecting Parent Guarantor or any of its subsidiaries or any property of Parent Guarantor or any of its subsidiaries in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, that would reasonably be expected to have a Material Adverse Effect. (2) Neither 3.1.4 The Parent Guarantor nor is not in default under or with respect to any of its subsidiaries is Contractual Obligations in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including, without limitation, Environmental Laws and Regulations) of any Governmental Authority, which default or violation, individually or in the aggregate, respect that would be reasonably be expected to have a Material Adverse Effect. (g) Parent Guarantor expects to derive a direct benefit (and its board of directors or other governing body had determined that it may reasonably be expected to derive such benefit) from: (1) the Revolving Credit Loans and the Intercompany Loans to finance its business; (2) the successful operations of Borrower and each Subsidiary Guarantor individually and as a group; (3) its rights of contribution and subrogation against the Borrower and each Subsidiary Guarantor as provided herein or under applicable law; and (4) the Credit Agreement and the other Loan Documents. (h) Parent Guarantor is solvent, has capital not unreasonably small in relation to its business or any contemplated or undertaken transaction and has assets having a value both at fair valuation and at present fair salable value greater than the amount required to pay its debts as they become due and greater than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured. Parent Guarantor does not intend to incur, or believe or should have believed that it will incur, debts beyond its ability to pay such debts as they become due. Parent Guarantor will not be rendered insolvent by the execution and delivery of, and performance of its obligations under, this Parent Guaranty. Parent Guarantor does not intend to hinder, delay or defraud its creditors by or through the execution and delivery of, or performance of its obligations under, this Parent Guaranty.