Representations and Warranties of Guarantors Clause Examples

Representations and Warranties of Guarantors. To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Company thereunder, each Guarantor hereby represents and warrants to the Administrative Agent and each Lender that: 5.1 It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority and the legal right to own and operate its property, to lease the property it operates and to conduct the business in which it is currently engaged. 5.2 It is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct or proposed conduct of its business requires such qualification and is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not reasonably be expected to have a material adverse effect on its business, operations, assets or financial or other condition or on its ability to perform its obligations under this Agreement or the other Credit Documents to which it is a party. 5.3 It has the corporate power and authority and the legal right to execute and deliver, and to perform its obligations under, this Agreement and the other Credit Documents to which such Guarantor is a party and to grant the Liens granted by it pursuant to the other Credit Documents to which such Guarantor is a party, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the other Credit Documents to which such Guarantor is a party and to grant the Liens granted by it pursuant to the other Credit Documents to which it is a party. (a) With respect to Holdings, Holdings owns all of the issued and outstanding shares of all classes of Capital Stock of the Company and has no direct Subsidiaries other than the Company and (b) with respect to each Subsidiary Guarantor, such Subsidiary Guarantor is a Subsidiary of Holdings. 5.5 No consent, license, permit, approval or authorization of, or filing with, or notice or report to, or registration, filing or declaration with, or other act by or in respect of, any arbitrator or Governmental Authority (other than the filing of financing statements) and no consent of any other Person (including, without limitation, any stockholder or creditor of such Guarantor), is required i...

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. Each of the -------------------------------------------- Guarantors hereby represents and warrants to Lender as follows: (a) Guarantor is solvent, is not bankrupt and has no outstanding liens, garnishments, bankruptcies or court actions which could render guarantor insolvent or bankrupt, and there has not been filed by or against Guarantor a petition in bankruptcy or a petition or answer seeking an assignment for the benefit of creditors, the appointment of a receiver, trustee, custodian or liquidator with respect to Guarantor or any substantial portion of Guarantor's property, reorganization, arrangement, rearrangement, composition, extension, liquidation or dissolution or similar relief under the Bankruptcy Code or any state law; (b) Guarantor is not subject to a conservatorship, guardianship or any other proceeding or disability affecting Guarantor's competency to contract; (c) the execution, delivery and performance of this Guaranty do not contravene, result in the breach of or constitute a default under any mortgage, deed of trust, lease, promissory note, loan agreement or other contract or agreement to which Guarantor is a party or by which Guarantor or any of its properties may be bound or affected and do not violate or contravene any law, order, decree, rule or regulation to which Guarantor is subject; (d) there are no judicial or administrative actions, suits or proceedings pending or, to the best of Guarantor's knowledge, threatened against or affecting Guarantor or involving the validity, enforceability or priority of this Guaranty; and (e) this Guaranty constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms.

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