Representations of the Guarantors. Each Guarantor confirms that it does not have the benefit of any Security in respect of this Guarantee or the Indemnity in Clause 3.
Representations of the Guarantors. Each of the Guarantors --------------------------------- hereby represents and warrants to each Lender, the Lessor and the Agent as of the date hereof and the Effective Date that:
Representations of the Guarantors. The Guarantors, jointly and severally, hereby make the following representations and warranties. The representations and warranties are made as of the execution and delivery of this Agreement, and each time the Borrowers request an Advance the representations and warranties are deemed to be made again at that time. The Agent’s or any Lender’s knowledge of any breach of the representations and warranties contained herein shall not void any of the representations or warranties or affect the Agent’s or such Lender’s rights with respect to the breach.
Representations of the Guarantors. Each Guarantor confirms that it does not have the benefit of any Security in respect of this Guarantee.
Representations of the Guarantors. To induce Administrative Agent and the Lenders to execute and deliver this Agreement, each Guarantor represents and warrants that (a) the Loan Documents to which such Guarantor is a party and this Agreement constitute the legal, valid and binding obligations of such Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws applicable to creditors’ rights or the collection of debtors’ obligations generally; (b) the execution and delivery of this Agreement by such Guarantor do not contravene, result in a breach of or constitute a default under any deed of trust, deed to secure debt, mortgage, loan agreement, indenture or other contract, agreement or undertaking to which such Guarantor is a party or by which such Guarantor or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree, rule or regulation to which such Guarantor is subject, in any such case, to the extent such contravention, breach, default or violation would result in a material adverse effect on such Guarantor’s ability to perform its obligations under this Agreement or the Loan Documents as modified hereby; (c) to the best of such Guarantor’s knowledge there exists no uncured default by such Guarantor under the Loan Documents; (d) such Guarantor has no offsets, claims or defenses under or otherwise with respect to the Loan Documents; and (e) there have been no changes to the direct or indirect ownership interests in such Guarantor, and no amendments or modifications to the partnership agreement, operating agreement, bylaws, certificates of formation, articles of organization, articles of incorporation or other governing agreement, as applicable, of such Guarantor or its general partner since the date of the closing of the Original Loan, in each case that would require the consent of or notice to Administrative Agent under the Loan Documents, and such Guarantor is currently duly organized and legally existing under the laws of its state of organization. Guarantors agree, on a joint and several basis, to indemnify and hold Lender Parties harmless against any loss, claim, damage, liability or expense (including without limitation reasonable attorneys' fees actually incurred) incurred as a result of any representation or warranty made by any Guarant...
Representations of the Guarantors. Each of the Guarantors hereby represents and warrants to GAC and Glencore that (a) it has full power and authority to enter into this Guaranty Agreement and to perform its obligations hereunder, (b) it has taken all appropriate action (corporate or otherwise) to authorize the execution and delivery of this Guaranty Agreement and to perform its obligations hereunder, and (c) it is Solvent on and as of the date hereof, after giving effect to the transactions contemplated hereby and by the Asset Purchase Agreement. For the purposes hereof, "Solvent" means, with respect to any Guarantor, that as of the date of determination, (i) the then present fair saleable value of the assets of such Guarantor will exceed the amount that will be required to be paid on or in respect of the then existing debts and other liabilities (including contingent liabilities) of such Guarantor as they become absolutely due and matured, (ii) such Guarantor believes that its assets will not constitute unreasonably small capital to permit it to carry out its business as conducted or as proposed to be conducted, and (iii) such Guarantor does not intend to, and does not believe that it will, incur debts beyond its ability to pay such debts as they mature. For purposes of this definition, the amount of any contingent liability at any time, with respect to any Guarantor, shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that in the good faith judgment of such Guarantor can reasonably be expected to become an actual or matured liability of such Guarantor.
Representations of the Guarantors. Each of the Guarantors, hereby represent to the Lender that:
Representations of the Guarantors
