Warranties and Representations of Guarantor Sample Clauses

Warranties and Representations of Guarantor. Guarantor hereby represents and warrants that (a) Guarantor expects to receive significant financial benefits, either directly or indirectly, from the proceeds of the Advances made by Lenders to Borrower pursuant to the Credit Agreement, such benefits expected to be in an amount not less than the amount guaranteed hereunder; (b) Guarantor has the power and authority and legal right to execute, deliver and perform its obligations under this Guaranty and this Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as limited by (i) bankruptcy, insolvency, fraudulent transfer or other similar laws affecting creditor’s rights generally and (ii) equitable principles of general applicability; (c) no authorization, approval, or consent of, and no filing or registration with, any court, governmental authority, or third party is necessary for the execution, delivery or performance by Guarantor of this Guaranty or the validity or enforceability thereof; (d) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause, to the best of Guarantor’s knowledge, Guarantor to be, in violation of or in default with respect to any law or in default (or provide cause for acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (e) there is no action, suit or proceeding pending or to the knowledge of Guarantor threatened before or by any court or governmental authority against or effecting Guarantor in which there is a reasonable possibility of an adverse decision which could have a Material Adverse Effect; (f) all financial statements and information heretofore furnished to Lenders by Guarantor do, and all financial statements and information hereafter furnished to Lenders by Guarantor will, fairly present the financial condition of Guarantor as of the dates and the results of Guarantor’s operations for the periods therein specified in all material respects, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lenders, no Material Adverse Effect has occurred, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent; (h) Lenders have no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of Borrower or any change th...
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Warranties and Representations of Guarantor. Guarantor hereby represents and warrants that (a) Guarantor expects to receive significant financial benefits, either directly or indirectly, from the proceeds of the Advances made by Lenders to Borrower pursuant to the Credit Agreement, such benefits expected to be in an amount not less than the amount guaranteed hereunder; (b) Guarantor has the power and authority and legal right to execute, deliver and perform its obligations under this Guaranty and this Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as limited by (i) bankruptcy, insolvency, fraudulent transfer or other similar laws affecting creditor’s rights generally and (ii) equitable principles of general applicability; (c) no authorization, approval, or consent of, and no filing or registration with, any court, governmental authority, or third party is necessary for the execution, delivery or performance by Guarantor of this Guaranty or the validity or enforceability thereof; (d) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause, to the best of Guarantor’s
Sample 1

Related to Warranties and Representations of Guarantor

  • Warranties and Representations 7.1 Customer warrants and represents with respect to all of The Xxxx(s) sold to SYSTRAN that (a) The Xxxx(s) are genuine and in all respects what they purport to be; (b) Customer has good title to The Xxxx(s) and The Xxxx(s) are free and clear of all encumbrances, liens and prior claims, and that the Customer has the legal right to sell The Xxxx(s); (c) Customer has no knowledge of any fact which may impair the validity of The Xxxx(s) or make them uncollectible in accordance with its terms and face amount; (d) for transportation Customers, The Xxxx(s) were made in accordance with the laws and the regulations of the Federal Highway Administration or other federal regulatory agency, and the appropriate state regulatory commission or made according to lawful and valid contracts which Customer has executed; (e) for transportation Customers, The Xxxx(s) are supported by lawful, effective and complete bills of lading or other contract of carriage together with bona fide, genuine, valid and signed delivery receipts, and Customer will not modify or delete any of the terms of the original Bills or Special Purchase Bills or xxxx of lading with respect to same; (f) there are no counterclaims or setoffs or defenses existing in favor of the Debtor, whether arising from the services provided or goods sold which are the subject of The Xxxx(s) or otherwise and there has been no agreement as to the issuance or granting of any discount on The Xxxx(s); (g) The Xxxx(s) are not a duplicate of and do not cover the same services provided or goods sold as a Xxxx or Special Purchase Xxxx previously purchased by SYSTRAN from the Customer or billed directly by the Customer to the Debtor; (h) Customer does not own, control, or exercise dominion over the business of any Debtor whose Bills or Special Purchase Bills are factored by Customer to SYSTRAN, Customer is not a subsidiary of any Debtor and no Debtors control or exercise dominion over the business of Customer; (i) Customer will not under any circumstances or in any manner whatsoever interfere with any of SYSTRAN’s rights under this Agreement in connection with SYSTRAN’s factoring of The Xxxx(s); (j) Customer has not and will not pledge the credit of SYSTRAN to any person or business for any purpose whatsoever; (k) for non-transportation Customers, until the sale by Customer to Debtor of the goods described in The Xxxx(s), Customer had good title to the goods sold, the goods were free of all encumbrances, liens and prior claims, and Customer had the legal right to sell the goods.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:

  • Representation, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that:

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

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

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that:

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