Representations and Warranties of the Performance Guarantor. The Performance Guarantor represents and warrants to each Purchaser, each Purchaser Agent and the Administrator, on and as of the Closing Date, the date of each subsequent Purchase and each subsequent Reinvestment, as follows:
(a) The Performance Guarantor is a limited liability company, duly formed and validly existing under the law of its jurisdiction of formation, and it is duly qualified to do business and is in good standing as a foreign limited liability company in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified would not have a Vistra Xxxxx Xxxxxxxx Adverse Effect.
(b) The entry into and performance by the Performance Guarantor of, and the transactions contemplated by, this Agreement do not and will not conflict with (i) any law or regulation applicable to the Performance Guarantor in a manner or to an extent which would result in a Vistra Xxxxx Xxxxxxxx Adverse Effect, (ii) the constitutional documents of the Performance Guarantor or (iii) any agreement or instrument binding upon the Performance Guarantor or its assets in a manner or to an extent which would result in a Vistra Xxxxx Xxxxxxxx Adverse Effect.
(c) The Performance Guarantor has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement.
(d) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement by the Performance Guarantor, except where the failure to obtain such consent or authorization would not have a Vistra Xxxxx Xxxxxxxx Adverse Effect.
(e) This Agreement constitutes the legal, valid and binding obligation of the Performance Guarantor, enforceable against the Performance Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(f) (i) The audited consolidated financial statements of Vistra Parent, as ultimate parent of Performance Guarantor and the Vistra Group,...
Representations and Warranties of the Performance Guarantor. The Performance Guarantor hereby represents and warrants to the Administrative Agent and each of the other Secured Parties as of the date hereof, on each Settlement Date and on each day on which a Credit Extension shall have occurred under the Receivables Financing Agreement, as follows:
Representations and Warranties of the Performance Guarantor. The Performance Guarantor represents and warrants as of the Closing Date as follows:
Representations and Warranties of the Performance Guarantor. The Performance Guarantor hereby represents and warrants to each Purchaser Party and each of the other Secured Parties as of the Closing Date, on each Settlement Date, on the date of each Release and on each day that an Investment occurs or a Loan is made, as follows:
Representations and Warranties of the Performance Guarantor. The Performance Guarantor hereby represents and warrants to the Administrator, each Purchaser Agent and each Purchaser on the date of each Release and on each date that an Investment occurs, as follows:
Representations and Warranties of the Performance Guarantor. The Performance Guarantor hereby represents and warrants as follows:
Representations and Warranties of the Performance Guarantor. THE ORIGINATORS, THE SERVICER, MCII HOLDINGS, MCII COACHES AND THE BORROWER. The Performance Guarantor represents, warrants and covenants, as of the date hereof, the Date of Issuance and as of each Purchase Date, with respect to itself, the Originators, the Servicer, MCF, MCII Holdings, MCII Coaches, the Borrower as follows, MCII Holdings represents, warrants and covenants, as of the date hereof, the Date of Issuance and as of each Purchase Date, with respect to itself, MCII Coaches, the Borrower as follows, each of the Originators represents, warrants and covenants, as of the date hereof, the Date of Issuance and as of each Purchase Date, with respect to itself as follows, the Servicer represents, warrants and covenants, as of the date hereof, the Date of Issuance and as of each Purchase Date, with respect to itself and MCF as follows, MCF represents, warrants and covenants, as of the date hereof, the Date of Issuance and as of each Purchase Date with respect to itself as follows, and the Borrower represents, warrants and covenants, as of the date hereof, the Date of Issuance and as of each Purchase Date, with respect to itself as follows:
Representations and Warranties of the Performance Guarantor. The Performance Guarantor hereby represents and warrants to the Guaranteed Parties as of the Initial Closing Date, the Initial Addition Date, each subsequent Closing Date and on each Addition Date that:
Representations and Warranties of the Performance Guarantor. The Performance Guarantor represents and warrants to the Borrower, the Agent and the Lenders as follows:
Representations and Warranties of the Performance Guarantor. The Performance Guarantor hereby represents and warrants to each Credit Party as of the Closing Date, on each Settlement Date and on each day on which a Credit Extension or Release shall have occurred as follows:
