Representations and Warranties of the Subsidiary Guarantors. The representations and warranties of the Subsidiary Guarantors in the Subsidiary Guaranty shall be correct when made and at the time of the Closing.
Representations and Warranties of the Subsidiary Guarantors. Each Subsidiary Guarantor represents and warrants to you that, as of the date of such Subsidiary Guarantor's execution and delivery of this Agreement (or joinder hereto, as applicable):
Representations and Warranties of the Subsidiary Guarantors. On the Execution Date and on the date of each Closing, each Subsidiary Guarantor represents and warrants to Prudential and each Note Purchaser that:
(a) Such Subsidiary 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 could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the ability of such Subsidiary Guarantor to perform its obligations under this Subsidiary Guaranty Agreement, or (2) the validity or enforceability of this Subsidiary Guaranty Agreement (herein in this Section 7, a “Material Adverse Effect”). Such Subsidiary 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 Subsidiary Guaranty Agreement and to perform the provisions hereof.
(b) This Subsidiary Guaranty Agreement has been duly authorized by all necessary corporate or other similar organizational action on the part of such Subsidiary Guarantor, and this Subsidiary Guaranty Agreement constitutes a legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance 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).
(c) The execution, delivery and performance by such Subsidiary Guarantor of this Subsidiary Guaranty Agreement will not (1) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Subsidiary Guarantor or any of its Subsidiaries under its corporate charter or bylaws, or similar organizational or governing instrument, shareholders agreement, or except for contraventions, breaches or defaults which could not, individually or in the aggregate, reasonably be exp...
Representations and Warranties of the Subsidiary Guarantors. The representations and warranties of the Subsidiary Guarantors in the Subsidiary Guaranty shall be correct when made and at the time of the applicable Closing (except to the extent of changes caused by the transactions herein contemplated), except for any of such representations and warranties that address matters only as of a specific date, as to which representations and warranties shall be correct as of such date.
Representations and Warranties of the Subsidiary Guarantors. Section 2.1. Organization; Power and Authority Section 2.2. Authorization, Etc Section 2.3. Compliance with Laws, Other Instruments, Etc
Representations and Warranties of the Subsidiary Guarantors. Each of the Subsidiary Guarantors represents and warrants to the Purchaser as follows:
Representations and Warranties of the Subsidiary Guarantors. The representations and warranties of the Subsidiary Guarantors in the Subsidiary Guaranty shall be correct when made and at the time of such Closing. AZZ Inc. Note Purchase Agreement
Representations and Warranties of the Subsidiary Guarantors. The representations and warranties of the Subsidiary Guarantors in the Subsidiary Guaranty and in each other Transaction Document to which it is a party shall be correct when made and at the Closing.
Representations and Warranties of the Subsidiary Guarantors. Each Subsidiary Guarantor hereby represents and warrants as follows:
(a) This Amendment and the Subsidiary Guaranty, as amended hereby, constitute legal, valid and binding obligations of such Subsidiary Guarantor and are enforceable against such Subsidiary Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b) As of the date hereof and giving effect to the terms of this Amendment, (i) no default shall have occurred and be continuing under the Subsidiary Guaranty and (ii) the representations and warranties of such Subsidiary Guarantor set forth in the Subsidiary Guaranty, as amended hereby, are true and correct as of the date hereof in all material respects.
Representations and Warranties of the Subsidiary Guarantors. The representations and warranties of the Subsidiary Guarantors in the Subsidiary Guaranties shall be correct when made and at the time of Closing (except for such representations and warranties made as of a specific date).
