Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally del...
Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to enter into the purchase of ORECs pursuant to the Agreement, Guarantor represents, warrants and covenants that: Guarantor (i) is a duly organized and validly existing corporation, partnership, or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization and (ii) has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the business in which it is engaged and presently proposes to engage;
Representations, Warranties and Covenants of Guarantor. In order to induce Lender to enter into the Loan Agreement and to make Loans, Guarantor represents and warrants to Lender as follows, and Guarantor covenants that the following representations will continue to be true (except to the extent that such representation or warranty relates to a particular date), and that Guarantor and its Subsidiaries will at all times comply with all of the following covenants, throughout the term of this Agreement.
Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to enter into the purchase of ORECs pursuant to the Agreement, Guarantor represents, warrants and covenants that:
Representations, Warranties and Covenants of Guarantor. (a) The Guarantor hereby represents and warrants as of the date hereof:
Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants and covenants (which representations and warranties, except as otherwise specifically provided, will be deemed republished concurrently with each purchase Transaction under the Repurchase Agreement) that:
Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants and covenants that:
(a) Guarantor has a financial interest in Developer and will derive a material and substantial benefit, directly or indirectly, from the Cricket Project and from the making of this Guaranty;
(b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor;
(c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or under any agreement or restriction by which Guarantor is bound or affected; and
(d) there is no written notice of litigation pending, or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor.
Representations, Warranties and Covenants of Guarantor. (a) The Guarantor represents and warrants to the Issuer, the Indenture Trustee and the Noteholders that as of the Closing Date and at all times while any Notes remain outstanding:
(i) It has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware.
(ii) It is duly licensed as a "Licensee" or is otherwise qualified in each state in which it transacts business to the extent required under applicable law unless, in either instance, the failure to take such action is not reasonably likely (either individually or in the aggregate) to cause a Material Adverse Effect (as defined in clause (a)(vii) of this Section 3.17), and is not in default of such state's applicable laws, rules and regulations. It has the requisite power and authority and legal right to own and xxxxx x xxxx on all of its right, title and interest in and to the Collateral, and to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Indenture, the Sale and Servicing Agreement and the other documents evidencing or securing the Notes (the "Transaction Documents").
(iii) At all times after the Indenture Trustee has received a Mortgage Loan until payment in full of the Class A Notes, the Guarantor and the Originators will not knowingly and intentionally commit any act in violation of applicable laws, or regulations promulgated with respect thereto.
(iv) The Guarantor is solvent (the Guarantor's assets exceed its liabilities and the Guarantor is able to pay its debts as such debts become due). As of the date of this Agreement, the Guarantor is not in default under any mortgage, guaranty, borrowing agreement or other document evidencing or securing indebtedness or any contingent liability of the Guarantor to Prudential Securities Credit Corp., LLC, its affiliates or another lender (each, an "Other Debt Agreement" and, collectively, "Other Debt Agreements"). The performance by the Guarantor of this Indenture and the other Transaction Documents do not conflict with any term or provision of the certificate of incorporation or by-laws of the Guarantor or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Guarantor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Guarantor and will not result in any violation of any of the Other Debt Agreements.
(v) All financial statements or certificate...
Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to fund the Grant pursuant to the Agreement, Guarantor represents, warrants and covenants that:
Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants and covenants to Seller the following items, each of which is understood as being an inducement to Seller entering into this Agreement.
a. Guarantor has taken appropriate corporate action to authorize it to enter into this Agreement and to guarantee Buyer's obligations
b. Guarantor is a corporation validly organized and existing under the laws of the State of Delaware.
