Representations of Guarantors. Each Guarantor represents and warrants to the TERA and DNA-CS that he has full power and authority to execute and deliver this Agreement and the Related Documents, and that this Agreement and Related Documents are valid, binding and enforceable in accordance with their terms as they relate to such Guarantor, except as may be limited by bankruptcy and insolvency laws, and similar laws affecting creditors rights generally and by general principals of equity. Each Guarantor represents and warrants that he or she (a) has such knowledge and experience in financial and business matters that such Guarantor is capable of evaluating the merits and risks of his or her investment and has the financial ability to assume the monetary risk associated therewith; (b) is able to bear the complete loss of his or her investment; (c) has received such documents and information from the TERA or DNA-CS as such Guarantor has requested and has had the opportunity to ask questions of, and receive answers from, the TERA and DNA-CS and the terms and conditions of the offering of the Warrants and the Common Stock to be issued pursuant to the Conversion Rights and the Warrants and to obtain additional information; (d) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act; and (e) is not relying upon any statements or instruments made or issued by any person other than the TERA or DNA-CS in making a decision to invest in the Shares.
Representations of Guarantors. Each Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. The execution, delivery and performance by each Guarantor of the Loan Documents to which it is a party are within such Guarantor's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not (i) contravene any provision of applicable law or regulation or of the certificate of incorporation or by-laws of such Guarantor, (ii) contravene, or constitute a default under, any agreement, judgment, injunction, order, decree or other instrument binding upon such Guarantor the consequences of which contravention or default, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (iii) except as contemplated by the Collateral Documents, result in the creation or imposition of any Lien on any asset of such Guarantor. The Loan Documents to which each Guarantor is a party constitute valid and binding agreements of such Guarantor, in each case enforceable against the Borrower in accordance with their respective terms except (i) as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, (ii) as rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability, and (iii) as may be limited by principles of reasonableness, good faith and fair dealing. Each of the representations and warranties of each Guarantor contained in the Collateral Documents to which such Guarantor is a party is true and correct.
Representations of Guarantors. Section 1.01. Representations and Warranties Error! Bookmark not defined.
Representations of Guarantors. (a) Each corporate Guarantor is a corporation duly incorporated, validly existing and in good standing (if such concept is applicable in the relevant jurisdiction of incorporation) under the laws of the jurisdiction of its incorporation, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. The execution, delivery and performance by each corporate Guarantor of this Agreement are within such Guarantor's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of such Guarantor or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Guarantor or result in the creation or imposition of any Lien on any asset of such Guarantor.
Representations of Guarantors. The Guarantor represents and warrants to Lender that the Guarantor has a direct and substantial economic interest in Borrower and expects to derive substantial benefits from any loans, credit transactions, financial accommodations, and other transactions and events resulting in the creation of the Guaranteed Obligations. Lender shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable by Lender without regard to the receipt, nature or value of any such benefits.
Representations of Guarantors. 48 SECTION 4.13. OWNERSHIP OF PROPERTY, LIENS.....................48 SECTION 4.14. REPRESENTATIONS IN PURCHASE AND SALE AGREEMENT TRUE AND CORRECT.................................49 SECTION 4.15. RESERVE DATA AND PROJECTIONS.....................49
Representations of Guarantors. Each Guarantor represents and warrants to the Holders that this Guaranty has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.
Representations of Guarantors. Section 1.1. Corporation hereby represents and warrants that:
Representations of Guarantors. 4.2 Title; No Other Liens
Representations of Guarantors. In the case of each Guarantor, the representations and warranties set forth in Section 5 of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct in all material respects, and each Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Company’s knowledge shall, for the purposes of this Section 4.1, be deemed to be a reference to such Guarantor’s knowledge.
