Representations and Warranties of Guarantors Clause Examples

Representations and Warranties of Guarantors. Except as specifically set forth in the disclosure schedule (the "Guarantors Disclosure Schedule") prepared on behalf of the Guarantors and signed by the Guarantors and delivered to Purchaser simultaneously with the execution hereof, each of the Guarantors, severally, but not jointly, each in the percentage specified for it in Annex 3 attached hereto, represents and warrants to Purchaser that all of the statements contained in this ARTICLE III are true and complete as of the date of this Agreement, and will be true and complete as of the Initial Closing Date. Each exception set forth in the Guarantors Disclosure Schedule and each other response to this Agreement set forth in the Guarantors Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement and, except as otherwise specifically stated with respect to such exception, relates only to such section, provided that an exception relating to one section shall also apply to other sections to the extent that it is clearly apparent that such exception would also apply to such other sections. In the event of any inconsistency between statements in the body of this Agreement and statements in the Guarantors Disclosure Schedule (excluding exceptions expressly set forth in the Guarantors Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the body of this Agreement shall control. Section 3.1 [LEFT INTENTIONALLY BLANK] Section 3.2 [LEFT INTENTIONALLY BLANK] Section 3.3 [LEFT INTENTIONALLY BLANK] Section 3.4 [LEFT INTENTIONALLY BLANK] Section 3.5 [LEFT INTENTIONALLY BLANK] Section 3.6 Organization; Qualification of the Company The Company (i) is a société anonyme duly organized and validly existing under the laws of France; (ii) has full power and authority to carry on its business as it is now being conducted and to own, lease, use and operate the properties and assets it now owns, leases, uses or operates; and (iii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which the Company is currently doing business and in which such qualification is required, except in the case of clauses (ii) and (iii), as would not be reasonably likely to have a material adverse effect on the business of the Company and its subsidiaries taken as a whole and as currently conducted.

Representations and Warranties of Guarantors. The Target Company, Cayman Co, the German Subsidiary and the Founders (collectively, the “Guarantors”, and each a “Guarantor”) shall severally and jointly make representations and warranties to the Investor as set out in Appendix C-1 hereto (other than the representations and warranties provided under the Restructuring Framework Agreement) and warrant that such representations and warranties are true, complete and accurate from the date of this Agreement to the Closing Date.

Representations and Warranties of Guarantors. Unless otherwise expressly provided in this Exhibit or the context otherwise requires, the terms used in this Exhibit shall have the same meanings as in this Appendix A. However, for the purposes of this Exhibit, unless otherwise expressly stated, the definition of “Company” shall include the Target Company and other Group Company (if any).

Representations and Warranties of Guarantors. As an inducement to Lender to enter into this Agreement, each of the Guarantors, ICMOSA, GISE xxx Agromark make the following representations and warranties to Lender (which survive the execution and delivery of this Agreement): a. No adverse change in condition (financial or otherwise) of any Guarantor or ICMOSA, GISE xx Agromark not previously disclosed to the Lender in writing or any other event has occurred which creates the possibility of adversely affecting: (i) the condition (financial or otherwise) of any Guarantor, ICMOSA, GISE xx Agromark; (ii) the validity or enforceability of any Guaranty; or (iii) the ability of any Guarantor, ICMOSA, GISE xx Agromark to meet and carry out its respective obligations under any Guaranty Agreement. b. Each of the Guarantors, ICMOSA, GISE xxx Agromark is in compliance in all material respects with all covenants contained in the Guaranty Agreements. c. All representations and warranties of each of the Guarantors, ICMOSA, GISE, xxd Agromark contained in the Guaranty Agreements are true and correct in all material respects on and as of this date.

Representations and Warranties of Guarantors. The Guarantors jointly and severally represent and warrant as follows: (a) Each Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, is duly qualified to do business and is in good standing as a foreign corporation in all states where such qualification is required, has all necessary corporate power and authority to enter into this Agreement and each of the other Loan Documents to which it is a party and to perform all of its obligations hereunder and thereunder. (b) Each Guarantor operates its business only under the assumed names listed on Schedule 5.1(b) of Schedule A attached to the Loan Agreement. (c) Each Guarantor has all requisite right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and each other Loan Document to which it is a party and this Agreement and each other Loan Document to which it is a party are the legal, valid and binding obligations of such Guarantor and are enforceable against such Guarantor in accordance with their terms. (d) The execution, delivery and performance by each Guarantor of this Agreement and the other Loan Documents to which it is a party does not and shall not (i) violate any provision of any Law, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to such Guarantor; (ii) violate any provision of its charter documents or bylaws; or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which such Guarantor is a party or by which it or any of its assets or properties may be bound or affected; and no Guarantor is in default of any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument. (e) No consent, approval, license, exemption of or filing or registration with, giving of notice to, or other authorization of or by, any court, administrative agency or other governmental authority is or shall be required in connection with the execution, delivery or performance by any Guarantor of this Agreement or any other Loan Document for the valid consummation of the transactions contemplated hereby or thereby. (f) No event has occurred and is continuing which constitutes a Guarantor Default. There is no action, suit, proceeding or investigation pending or threatened against o...

Representations and Warranties of Guarantors. Each Guarantor hereby represents and warrants as follows:

Representations and Warranties of Guarantors. Without limiting in any way any representation or warranty in the Master Guaranty, each Guarantor represents and warrants that as of the date hereof:

Representations and Warranties of Guarantors. The Guarantors jointly and severally represent and warrant to the Secured Party, as follows:

Representations and Warranties of Guarantors. Each Guarantor represents and warrants to the Administrative Agent that all of representations and warranties relating to such Guarantor contained in the Loan Agreement are true and correct. Each Guarantor further represents and warrants to the Administrative Agent that all of the representations and warranties set forth in Schedule 1 hereto are true and correct as of the date hereof.