Representations, Warranties and Covenants of the Guarantor. Guarantor hereby represents, warrants, and covenants that: (a) Guarantor will derive substantial benefit, directly or indirectly, from the making of the Loan to the Borrower and from the making of this Guaranty by the Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against the Guarantor; (c) the Guarantor is not, and the execution, delivery and performance by the Guarantor of this Guaranty will not cause the 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 the Guarantor is bound or affected; (d) Guarantor is a duly organized, validly existing limited liability company in good standing under the laws of the Commonwealth of Virginia, is lawfully doing business in the jurisdiction where it operates, and has full power and authority to enter into and perform this Guaranty; (e) except as may have been disclosed to the Lender in writing, there is not now pending against or affecting the Guarantor, nor, to the knowledge of the Guarantor, is there threatened, any action, investigation, suit or proceeding by or before any administrative agency which if adversely determined would materially impair or affect the Guarantor’s financial condition (f) all financial statements and information heretofore furnished to the Lender by the Guarantor do, and all financial statements and information hereafter furnished to the Lender by the Guarantor will, fully and accurately present the financial condition of the Guarantor as of their dates and the results of the Guarantor’s operations for the periods therein specified, and, since the date of the most recent financial statements of the Guarantor heretofore furnished to the Lender, no material adverse change has occurred in the financial condition of the Guarantor, nor, except as heretofore disclosed in writing to the Lender, has the Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, the Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of the Guarantor is an unreasonably small capital, and does not intend to incur or believes that it will incur debts that will be beyond its ability to pay as such debts mature; (h) the Lender has no duty at any time to investigate or inform the Guarantor of the financial or business condition or a...
Representations, Warranties and Covenants of the Guarantor. The Guarantor represents and warrants to the Lender as follows:
Representations, Warranties and Covenants of the Guarantor. This Guaranty is delivered pursuant to the Forbearance Agreement and the Guarantor hereby confirms to the Lender each of its representations and warranties as set forth in the Forbearance Agreement.
Representations, Warranties and Covenants of the Guarantor. The Guarantor hereby represents and warrants to the Company and agrees as follows:
Representations, Warranties and Covenants of the Guarantor. The Guarantor represents, warrants and covenants that:
(a) It is a duly constituted and validly existing corporation under the laws of the Commonwealth.
(b) It has the power and authority to enter into and perform its obligations under this Agreement.
(c) It has duly authorized by proper corporate action the execution, delivery and performance of this Agreement.
(d) The execution and delivery of this Agreement by the Guarantor, and the consummation of the transactions contemplated hereby and the fulfillment of or compliance with the terms and conditions hereof do not and will not conflict with the provisions of the certificate of incorporation or by-laws of the Guarantor and do not and will not conflict with, or constitute on the part of the Guarantor a breach of or default under any indenture, deed of trust, mortgage, agreement or other instrument to which the Guarantor is a party or by which the Guarantor or any of its property is bound or conflict with, violate or result in a breach of any existing law, public administrative rule or regulation, judgment, court order or consent decree to which the Guarantor or any of its property is now a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Guarantor under the terms of any instrument or agreement other than this Agreement or the Trust Agreement.
(e) The Company is registered as a bank holding company under the Bank Holding Company Act of 1956 and is subject to the supervision and regulation of the Board of Governors of the Federal Reserve System.
Representations, Warranties and Covenants of the Guarantor. LP 9 Section 2.01 Representations and Warranties of the Guarantor LP. 9
Representations, Warranties and Covenants of the Guarantor. The Guarantor hereby represents warrants and covenants that this Guarantee has been duly authorized, executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor, and is enforceable against the Guarantor in accordance with its terms.
Representations, Warranties and Covenants of the Guarantor. This Guaranty is delivered pursuant to the Credit Agreement and the Guarantor hereby confirms to the Administrative Agent and the Lenders each of its representations and warranties as set forth in the Credit Agreement.
Representations, Warranties and Covenants of the Guarantor. Guarantor hereby represents, warrants, and covenants that: (a) Guarantor will derive substantial benefit, directly or indirectly, from Lender entering into the Modification with the Borrower and from the making of this Guaranty by the Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against the Guarantor; (c) the Guarantor is not, and the execution, delivery and performance by the Guarantor of this Guaranty will not cause the Guarantor to be, in violation of or in default with respect to any law; (d) Guarantor is a duly organized, validly existing corporation in good standing under the state of Delaware, is lawfully doing business in the jurisdiction where it operates, and has full power and authority to enter into and perform this Guaranty; (e) except as may have been disclosed in public filings, there is not now pending against or affecting the Guarantor, nor, to the knowledge of the Guarantor, is there threatened, any action, investigation, suit or proceeding by or before any administrative agency which if adversely determined would materially impair or affect the Guarantor’s financial condition
Representations, Warranties and Covenants of the Guarantor. In order to induce the Agent and the Lenders to enter into the Loan Agreement and make the Advances to the Borrower thereunder, the Guarantor represents, warrants and covenants that:
(a) This Agreement constitutes the legal, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally.
(b) The financial statements that have heretofore been submitted by the Guarantor to the Agent in connection herewith fairly present the financial condition of the Guarantor for the dates and periods covered thereby. Since the date of each such financial statement there has occurred no event or condition which could reasonably be expected to have a Material Adverse Effect on the Guarantor's financial condition. As used herein, Material Adverse Effect shall mean any event, matter or condition which could reasonably be expected to have a material adverse effect on (x) the financial condition or assets of the Guarantor or (y) the Guarantor's ability to pay and perform its obligations under this Guaranty in accordance with the terms thereof.
(c) There are no actions or proceedings pending by or against Guarantor before any court or administrative agency and Guarantor does not have knowledge or belief of any threatened or imminent litigation, governmental investigations, or claims, complaints, actions, or prosecutions involving Guarantor. Guarantor is not in default under any applicable law or any material contractual obligation to which Guarantor is a party or by which its properties are bound.
(d) The Guarantor has filed all federal and state income tax returns and all other tax returns required to be filed by it and has paid all taxes shown to be due on the returns so filed as well as all other taxes, assessments and governmental charges that have become due. The Guarantor does not know of any proposed, asserted or assessed tax deficiency against it.
(e) The Guarantor has good title to, or valid and subsisting leasehold interests in, all of the property, whether real or personal, reflected in its financial statements.
(f) The Guarantor hereby acknowledges that it has reviewed and caused its counsel to review copies of, and is fully familiar with, this Agreement, the Loan Agreement and each of the other Loan Documents executed and delivered by the Borrower or the Guarantor...
