Representatives, Warranties and Covenants. The Guarantor hereby represents and warrants as follows: (a) The Guarantor (i) is a corporation or other entity, duly organized, validly existing and in good standing under the laws of the state or other applicable jurisdiction of its organization as set forth on the first page hereof, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and to execute and deliver this Amended and Restated Guaranty and each other related document to which the Guarantor is a party, and to consummate the transactions contemplated hereby and thereby and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary and where the failure to be so qualified could reasonably be expected to have a material adverse effect. (b) The execution, delivery and performance by the Guarantor of this Amended and Restated Guaranty and each other related document to which the Guarantor is a party (i) have been duly authorized by all necessary action, (ii) do not and will not contravene its charter or bylaws, or any applicable law or regulation or any contractual restriction binding on or otherwise affecting the Guarantor or its properties, (iii) do not and will not result in or require the creation of any lien (other than pursuant to the Debentures) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to it or its operations or any of its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental agency is required in connection with the due execution, delivery and performance by the Guarantor of this Amended and Restated Guaranty or any of the other related document to which the Guarantor is a party, except for the filing of any UCC financing statement or such other registrations, filings or recordings as may be necessary to perfect any lien purported to be created by the Debentures or any related document to which the Guarantor is a party, and any public filings with the Securities and Exchange Commission. (d) Each of this Amended and Restated Guaranty and the Debentures and related documents to which the Guarantor is or will be a party...
Representatives, Warranties and Covenants. The Guarantor hereby represents and warrants as follows:
Representatives, Warranties and Covenants. (a) Finder is an independent contractor and financial advisor and is not an employee or agent of ValueStar and shall have no authority to bind ValueStar in any manner whatsoever. Finder shall mot prepare any documentation with regard to ValueStar or any potential Transaction, advise any Target concerning the value of any securities of ValueStar, make any representations regarding securities of ValueStar not contained in the Business Plan or otherwise provided by ValueStar, or participate in any negotiations between ValueStar and any Target.
Representatives, Warranties and Covenants. All representations and warranties of Seller and Systeam Italy contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though given on and as of such date, and the Seller and Systeam Italy shall have performed all agreements and covenants required by this Agreement to be performed by it prior to or on the Closing Date, except where the failure of any representations and warranties to be true and correct, individually or in the aggregate, will not have an adverse effect.
Representatives, Warranties and Covenants. The Lease Agreement will contain such standard representations, warranties and covenants as may be agreed between the parties with regard to the operation, maintenance and insurance of the Aircraft and the engines and regulatory condition of BA.
Representatives, Warranties and Covenants
