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

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, for the financial year ended December 31, 2017 (the “Original Financial Statements”) were prepared in accordance with GAAP consistently applied, except to the extent expressly disclosed in such financial statements.

Representations and Warranties of the Performance Guarantor. The Performance Guarantor represents and warrants to each PurchaserLender, each Purchaser Managing Agent and the AdministratorAdministrative Agent, on and as of the Closing Date, the date of each subsequent Purchase and each subsequent ReinvestmentAdvance, as follows: (a) The Performance Guarantor is a limited liability company, corporation 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 corporation 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 Herc 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 Herc 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 Herc 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 Herc Parent, as ultimate parent of Performance Guarantor and the Vistra Herc Group, for the financial year ended December 31, 2017 (the “Original Financial Statements”) were prepared in accordance with GAAP consistently applied, except to the extent expressly disclosed in such financial statements.

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, for the financial year ended December 31, 2017 (the “Original Financial Statements”) were prepared in accordance with GAAP consistently applied, except to the extent expressly disclosed in such financial statements.

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, for the financial year ended December 31, 2017 (the “Original Financial Statements”) were prepared in accordance with GAAP consistently applied, except to the extent expressly disclosed in such financial statements. (ii) The Original Financial Statements fairly represent the consolidated financial condition and operations of Vistra Parent, including the Vistra Group as at the end of and for the relevant financial year except to the extent expressly disclosed in such financial statements. (iii) As of the Closing Date, since the date of the Original Financial Statements, there has been no Vistra Xxxxx Xxxxxxxx Adverse Effect.