Certain Guarantor Representations Clause Samples
The "Certain Guarantor Representations" clause sets out specific statements or assurances made by the guarantor regarding their authority, capacity, and the accuracy of information provided in connection with a contract or agreement. Typically, this clause requires the guarantor to confirm that they are legally able to enter into the guarantee, that all necessary approvals have been obtained, and that no undisclosed issues could affect their obligations. By including these representations, the clause helps ensure that the guarantee is valid and enforceable, reducing the risk of future disputes over the guarantor’s ability or willingness to fulfill their commitments.
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Certain Guarantor Representations. 63 9.7. Subrogation....................................................................................63 9.8. Subordination..................................................................................63 9.9. Future Subsidiaries; Further Assurances........................................................64 10.
Certain Guarantor Representations. Each Guarantor represents that:
(a) it is in its best interest and in pursuit of the purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by the Company and its Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by them, to induce the Lenders to enter into this Agreement and to extend credit to the Company by making the Guarantees contemplated by this Article X,
(b) the credit available hereunder will directly or indirectly inure to its benefit,
(c) by virtue of the foregoing it is receiving at least reasonably equivalent value from the Lenders for its Guarantee,
(d) it will not be rendered insolvent as a result of entering into this Agreement,
(e) after giving effect to the transactions contemplated by this Agreement, it will have assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as they become absolute and matured,
(f) it has, and will have, access to adequate capital for the conduct of its business,
(g) it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature, and
(h) it has been advised by the Administrative Agent that the Lenders are unwilling to enter into this Agreement unless the Guarantees contemplated by this Article X are given by it.
Certain Guarantor Representations. Each Guarantor represents that:
10.6.1. it is in its best interest and in pursuit of the purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by the Note Parties and their Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by them, to induce the Note Purchasers to enter into this Agreement and to purchase the Notes from the Issuer by making the Guaranteed Obligation contemplated by this SECTION 10;
10.6.2. the proceeds from the sale of the Notes will directly or indirectly inure to its benefit;
10.6.3. by virtue of the foregoing it is receiving directly or indirectly at least reasonably equivalent value from the Note Purchasers for its Guaranteed Obligation;
10.6.4. it will not be rendered insolvent or left with unreasonably small assets with which to conduct its business as a result of entering into this Agreement (considering, among other things, its rights of contribution against other Note Parties);
10.6.5. after giving effect to the transactions contemplated by this Agreement and the other Note Documents and considering, among other things, its rights of contribution against other Note Parties, it will (directly or indirectly) have assets having a fair saleable value in the ordinary course in excess of its total obligations to all Persons (taking into account, as applicable, rights of contribution, subrogation and indemnity with regard to obligations shared by others); and
10.6.6. it has been advised by the Collateral Agents that the Note Purchasers are unwilling to enter into this Agreement unless the Guarantee provided for by this SECTION 10 is given by it.
Certain Guarantor Representations. Each Guarantor represents, as to itself, as of the date hereof that:
(a) it is in the best interest of such Guarantor, is consistent with the purposes for which such Guarantor was organized as an integral part of the business conducted and proposed to be conducted by the Borrower Affiliated Group, and is reasonably necessary and convenient to the conduct of such business, to induce the Administrative Agent and the Banks to enter into the Loan Agreement and to extend credit to the Borrower by undertaking the obligations set forth in this Guaranty;
(b) the business of such Guarantor benefits from the successful performance of the business of each other Guarantor and each other member of the Borrower Affiliated Group, and the Borrower Affiliated Group as a whole; the failure of any member of the Borrower Affiliated Group to cooperate with all other members of the Borrower Affiliated Group in the conduct of their respective businesses is reasonably likely to have an adverse impact on the business of each other member of the Borrower Affiliated Group; and the failure of any member of the Borrower Affiliated Group to associate or cooperate with all other members of the Borrower Affiliated Group is reasonably likely to impair the goodwill of the Borrower Affiliated Group as a whole;
(c) the credit to be made available by the Banks under the Loan Documents will directly or indirectly inure to such Guarantor's benefit;
(d) by virtue of the foregoing such Guarantor is receiving at least reasonably equivalent value from the Administrative Agent and the Banks for its guaranty hereunder;
(e) such Guarantor (i) has the ability to pay its debts from time to time incurred in connection therewith as such debts mature, (ii) has, and will have, access to adequate capital for the conduct of its business, and (iii) will not be rendered Insolvent as a result of entering into this Guaranty;
(f) after giving effect to the transactions contemplated by this Guaranty, such Guarantor will have assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as such debts become absolute and matured; and
(g) such Guarantor has been advised by the Administrative Agent that the Administrative Agent and the Banks are unwilling to enter into the Loan Agreement unless such Guarantor provides to the Administrative Agent the guaranty contained herein.
Certain Guarantor Representations. 82 9.7. Subrogation.......................................................................82 9.8. Subordination.....................................................................82 9.9.
Certain Guarantor Representations. 77 9.7. Subrogation..........................................................78 9.8. Subordination........................................................78 9.9. Future Subsidiaries; Further Assurances..............................78 9.10. Contribution Among Guarantors.......................................78 -ii- 10. Expenses; Indemnity......................................................79 10.1. Expenses............................................................79 10.2. General Indemnity...................................................79 10.3. Indemnity With Respect to Letters of Credit.........................80
Certain Guarantor Representations. The Guarantor represents that: (a) it is in its best interest and in pursuit of the purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by such Guarantor, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by such Guarantor, to induce the Lender to enter into this Agreement and to extend credit to the Borrower by making the guaranty contemplated by this Section 9; DocuSign Envelope ID: C6CDDD63-18AD-42F6-A2DD-DF3451F80FDA
Certain Guarantor Representations. 100 9.07. SUBROGATION.................................................100 9.08. SUBORDINATION...............................................100 9.09.
Certain Guarantor Representations. Each Guarantor represents, as to itself, as of the date hereof that:
a. it is in the best interest of such Guarantor, is consistent with the purposes for which such Guarantor was organized as an integral part of the business conducted and proposed to be conducted by the Borrower Affiliated Group, and is reasonably necessary and convenient to the conduct of such business, to induce the Agent and the Lenders to enter into the Credit Agreement and to extend credit to the Guarantors by undertaking the obligations set forth in this Guaranty;
b. the business of such Guarantor benefits from the successful performance of the business of each other Guarantor and each other member of the Borrower Affiliated Group, and the Borrower Affiliated Group as a whole; the failure of any member of the Borrower Affiliated Group to cooperate with all other members of the Borrower Affiliated Group in the conduct of their respective businesses is reasonably likely to have an adverse impact on the business of each other member of the Borrower Affiliated Group; and the failure of any member of the Borrower Affiliated Group to associate or cooperate with all other members of the Borrower Affiliated Group is reasonably likely to impair the goodwill of the Borrower Affiliated Group as a whole;
c. the credit to be made available by the Lenders under the Loan Documents will directly or indirectly inure to such Guarantor's benefit;
d. by virtue of the foregoing such Guarantor is receiving at least reasonably equivalent value from the Agent and the Lenders for its guaranty hereunder; and
e. such Guarantor is Solvent.
Certain Guarantor Representations. Each Guarantor represents that
(a) it is in its best interest and in pursuit of the purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by the Company and its Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by them, to induce the Lenders to enter into this Agreement and to extend credit to the Company by making the Guarantees contemplated by this Section 9, (b) the credit available hereunder will directly or indirectly inure to its benefit,