Representations and Warranties of Guarantors Clause Samples

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 represents and warrants to Bank, as an inducement to Bank to enter into the Loan Documents, that: (a) the execution, delivery and performance by such Guarantor of this Guaranty (i) do not contravene any law or any contractual restriction binding on or affecting such Guarantor or by which such Guarantor’s property may be affected; and (ii) do not require any authorization or approval or other action by, or any notice to or filing with, any other Person except such as have been obtained or made; (b) there are no conditions precedent to the effectiveness of this Guaranty, and this Guaranty shall be in full force and effect and binding on such Guarantor as of the date hereof, regardless of whether Bank obtains collateral or any guaranties from others or takes any other action contemplated by such Guarantor; (c) this Guaranty constitutes the legal, valid and binding obligation of such Guarantor, enforceable in accordance with its terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally and by general principles of equity; (d) there is no action, suit or proceeding affecting such Guarantor pending or threatened before any court, arbitrator, or governmental authority, which may materially adversely affect such Guarantor’s ability to perform his obligations under this Guaranty; (e) such Guarantor has established adequate means of obtaining from sources other than Bank, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, Borrower’s property and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations imposed by the Loan Documents, and such Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect such Guarantor’s risks hereunder and Bank has made no representation or warranty to such Guarantor as to any such matters; (f) there are not now pending any material court or administrative proceedings or undischarged judgments against such Guarantor, and no tax liens have been filed or threatened against such Guarantor. Such Guarantor is not in default, or alleged to be in default, under any agreement for borrowed money; and (g) Bank has made no representation or warranty to such Guarantor regarding any collateral for the Obligations, includ...

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 ▇▇▇ 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 ▇▇ 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 ▇▇ Agromark; (ii) the validity or enforceability of any Guaranty; or (iii) the ability of any Guarantor, ICMOSA, GISE ▇▇ Agromark to meet and carry out its respective obligations under any Guaranty Agreement. b. Each of the Guarantors, ICMOSA, GISE ▇▇▇ 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, ▇▇d 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. 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 by its signature below represents, warrants and covenants to Lender that: 4.1 Such Guarantor knows of no Default or Event of Default under the terms and conditions of the Loan Documents. 4.2 This Amendment constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally. 4.3 Since the date of the last financial statements delivered by Borrower to Lender, there has been no material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of such Guarantor taken as a whole or in the facts and information regarding such Guarantor as represented to Lender to date. 4.4 There are no actions, suits, investigations or proceedings pending or to Borrower’s knowledge, threatened in any court or before any arbitrator or governmental authority that purport (x) to materially and adversely affect such Guarantor, or (y) to affect any transaction contemplated hereby or the ability of Guarantor to perform its obligations under the Loan Documents. 4.5 Such Guarantor is in material compliance with all laws, including satisfaction of all tax obligations prior to delinquency.

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