Representations, Warranties and Covenants of Guarantor Sample Clauses

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. 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. (a) The Guarantor hereby represents and warrants as of the date hereof:

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants and covenants and agrees that: (a) It is (i) is duly incorporated, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation or organization; (ii) has all requisite power and authority to own its Properties and to carry on its business as now being or as proposed to be conducted; (iii) is qualified to do business and in good standing in every jurisdiction where its material real property assets are located and wherever necessary to carry out its material business and operations; and (iv) has the power and authority to execute, deliver, and perform its obligations under this Guaranty. (b) The execution, delivery and performance of this Guaranty and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Guarantor. (c) The execution, delivery, and performance by Guarantor of this Guaranty and consummation of the transactions contemplated hereby do not and will not (i) violate or conflict with, or result in a breach of, or require any consent under, or other action to, with or by (A) the Constituent Documents of Guarantor, (B) any applicable Law, rule, or regulation or any order, writ, injunction, or decree of any Governmental Authority or arbitrator, or (C) any other agreement or instrument to which Guarantor is a party or by which it or any of its Properties is bound or subject which could reasonably be expected to result in a Material Adverse Event, or (ii) constitute a default under any such agreement or instrument which could reasonably be expected to result in a Material Adverse Event, or result in the creation or imposition of any Lien upon any of the revenues or assets of Guarantor. (d) This Guaranty constitutes legal, valid, and binding obligations of Guarantor, enforceable against Guarantor in accordance with their respective terms, except as may be limited by Debtor Relief Laws. (e) There are no actions, suits, proceedings, hearings (in each case, whether administrative, judicial or otherwise), governmental investigations or arbitrations (whether or not purportedly on behalf of Guarantor) at Law or in equity, or before or by any Governmental Authority, domestic or foreign (including in respect of any Environmental Claim), whether pending or, to the knowledge of Guarantor, threatened against or affecting Guarantor or any property of Guarantor that (i) relate to this Guaranty or the transactions contem...

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. Guarantor hereby represents, warrants, and covenants that (a) Guarantor will derive substantial benefit, directly or indirectly, from the making of the Loans to Borrower and from the making of this Guaranty by Guarantor;

Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants as follows: