Guarantor's Warranties and Covenants Sample Clauses

Guarantor's Warranties and Covenants. Guarantor warrants and acknowledges that: (a) Lender would not enter into the Loan Agreement and consummate the transactions contemplated thereby but for this Guaranty; (b) Guarantor has read and understands the Loan Agreement, the Note and the other Loan Documents; (c) there are no conditions precedent to the effectiveness of this Guaranty and this Guaranty shall be in full force and effect and binding on Guarantor as of the date hereof, regardless of whether Lender obtains other collateral or any guaranties from others or takes any other action not contemplated by Guarantor; (d) Guarantor has established adequate means of obtaining from sources other than Lender, on a continuing basis, financial and other information pertaining to Borrower's financial condition, and the status of Borrower's payment and performance of all obligations due under the Note and the other Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder, and Lender has made no representation to Guarantor as to any such matters; (e) the most recent financial statements of Guarantor delivered to Lender are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles disclosed in writing and acceptable to Lender) and fairly present, in all material respects, the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof; and (f) Guarantor has not and shall not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein, without Lender's prior written consent, which consent may be given or withheld in Lender's sole discretion, unless (i) either Guarantor or a successor entity remains liable under the Guaranty, and (ii) Guarantor or such successor entity, whichever remains liable under the Guaranty, satisfies the financial covenants of Guarantor set forth in the Loan Agreement.
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Guarantor's Warranties and Covenants. 3.1 Guarantor represents and warrants to Lender that:
Sample 1
Guarantor's Warranties and Covenants. Guarantor warrants and acknowledges that: (a) Lender would not enter into the Loan Agreement and consummate the transactions contemplated thereby but for this Guaranty; (b) Guarantor has read and understands the Loan Agreement, the Note and the other Loan Documents; (c) there are no conditions precedent to the
Sample 1

Related to Guarantor's Warranties and Covenants

  • 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 deleted; and (k) Guarantor has read and fully understands the provisions contained in the Loan Documents. Guarantor's representations, warranties and covenants are a material inducement to Lender to make the Loan and enter into the Loan Documents, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting the Other Borrower, Guarantor, any other party, or any security for all or any part of the Guaranteed Obligations.

  • Representations, Warranties and Covenants of the Issuer Upon the execution of the applicable Terms Agreement, the Issuer represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants, throughout the term of this Agreement and until all Obligations have been paid and performed in full:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Representations, Warranties and Covenants of the Company The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

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