REPRESENTATIONS BY GUARANTOR. Guarantor represents that: (a) it is duly organized, validly existing and in good standing under the laws where it is organized and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted; (b) the execution and delivery of this Guaranty and the performance of the obligations it imposes (i) are within its powers; (ii) have been duly authorized by all necessary action of its governing body; and (iii) do not violate any law, conflict with the terms of its articles or agreement of incorporation or organization, its by-laws or any agreement by which it is bound or require the consent or approval of any governmental authority or any third party; and (c) this Guaranty is a valid and binding agreement, enforceable according to its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
REPRESENTATIONS BY GUARANTOR. The Guarantor represents that, at the time of the execution and delivery of this Guaranty, nothing exists to impair the effectiveness of the liability of the Guarantor to the Lenders hereunder, or the immediate taking effect of this Guaranty as the sole agreement between the Guarantor and the Lenders with respect to guaranteeing the Borrower's obligation to the Lenders.
REPRESENTATIONS BY GUARANTOR. GUARANTOR represents and warrants that at the time of execution and delivery of this Guaranty, nothing exists to impair the effectiveness of the liability of GUARANTOR to PIMSA hereunder, or the immediate taking effect of this GUARANTY as the sole agreement between the GUARANTOR and PIMSA with respect to guaranteeing all of COMPANY's obligations to PIMSA under the Lease Agreement. GUARANTOR further represents and warrants that GUARANTOR is authorized to execute and deliver this Guaranty and that the person executing this Guaranty is authorized to execute the same for and on behalf of GUARANTOR.
REPRESENTATIONS BY GUARANTOR. The Guarantor represents: (a) that the execution and delivery of this Guaranty and the performance of the obligations it imposes do not violate any law, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or any third party; (b) that this Guaranty is a valid and binding agreement, enforceable according to its terms; and (c) that all balance sheets, profit and loss statements, and other financial statements furnished by it to the Lender are accurate and fairly reflect the financial condition of the organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates. Each Guarantor, other than a natural person, further represents: (a) that it is duly organized, existing and in good standing pursuant to the laws under which it is organized; and (b) that the execution and delivery of this Guaranty and the performance of the obligations it imposes (i) are within its powers and have been duly authorized by all necessary action of its governing body and (ii) do not contravene the terms of its articles of incorporation or organization, its by-laws, or any partnership, operating or other agreement governing its affairs.
REPRESENTATIONS BY GUARANTOR. Guarantor represents and warrants that:
(i) at the time of the execution and delivery of this Guarantee, nothing exists to impair the effectiveness of the liability of Guarantor to Lenders hereunder, or the immediate taking effect of this Guarantee as the sole agreement between Guarantor and Lenders with respect to guaranteeing Borrower's obligation to Lenders;
(ii) it is in the best interest of Guarantor to execute this Guarantee inasmuch as Guarantor will derive substantial direct and indirect benefits from the Advances made from time to time to Borrower by Lenders pursuant to the Second Amended and Restated Facility Agreement of even date herewith (the "Second Amended Facility Agreement"); and
(iii) all representations and warranties contained in Article V of the Second Amended Facility Agreement, insofar as the representations and warranties contained therein are applicable to Guarantor and its properties, are true and correct in all material respects, each such representation and warranty set forth in such Article (insofar as applicable to Guarantor) and all other terms of the Second Amended Facility Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated herein by reference as though specifically set forth in this Section.
REPRESENTATIONS BY GUARANTOR. GUARANTOR represents and warrants that neither the execution or the delivery of this Agreement or the consummation hereof, nor the performance of the terms hereof will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under or result in the creation of any lien pursuant to any other agreement or instrument under which GUARANTOR is obligated.
REPRESENTATIONS BY GUARANTOR. Guarantor represents: (a) that the execution and delivery of this Guaranty and the performance of the obligations it imposes do not violate any law, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or any third party; (b) that this Guaranty is a valid and binding agreement, enforceable according to its terms; and (c) that all financial statements furnished to Allezoe are accurate in all material respects and fairly reflect Guarantor's financial condition on its effective dates, including contingent obligations of every type required to be disclosed therein, which financial condition has not changed materially and adversely since those dates. Guarantor further represents that it has the requisite power and authority to execute and deliver, and to perform its obligations under this Guaranty.
REPRESENTATIONS BY GUARANTOR. The Guarantor represents that, at the time of the execution and delivery of this Guaranty, nothing exists to impair the effectiveness of the liability of the Guarantor to the Creditor hereunder, or the immediate taking effect of this Guaranty as the sole agreement between the Guarantor and the Creditor with respect to guaranteeing the Borrower’s obligation to the Creditor.
REPRESENTATIONS BY GUARANTOR. The Guarantor represents that: (a) the execution and delivery of this Guaranty and the performance of the obligations it imposes do not violate any law, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or other third party and (b) this Guaranty is a valid and binding agreement, enforceable according to its terms. The Guarantor further represents that: (a) it is duly organized, existing and in good standing pursuant to the laws under which it is organized, and (b) the execution and delivery of this Guaranty and the performance of the obligations it imposes (i) are within its powers and have been duly authorized by all necessary action of its governing body, and (ii) do not contravene the terms of its articles of organization or its operating agreement or any agreement governing its affairs.
REPRESENTATIONS BY GUARANTOR. The Guarantor represents and warrants to the Vendor that each of the following statements is true and accurate at the date of this agreement and will be true and accurate on the Completion Date:
(a) it is validly existing under the laws of its place of incorporation or registration;
(b) it has the power (not limited by its constitution) to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement;
(c) it has taken all necessary action to authorise its entry into and performance of this agreement and to carry out the transactions contemplated by this agreement and the Transaction Documents;
(d) its obligations under this agreement are valid and binding and enforceable against it in accordance with their terms; and
(e) neither it nor any party related to it has taken any action under which any person is or may be entitled to a commission, brokerage or finder’s fee in connection with the transactions contemplated by this agreement and the Transaction Documents.
