Authority of Guarantor Sample Clauses

Authority of Guarantor. Guarantor has all requisite power and authority to conduct its business, manage its affairs, and to own and lease its properties.
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Authority of Guarantor. Guarantor is a duly organized and validly existing corporation in good standing under the laws of the State of Maryland. Each of Xxxxxxxx X. Xxxxxxx, the Chief Executive Officer and President of Guarantor, Xxxxx X. Xxxxxxx, the Chief Financial Officer and Treasurer of Guarantor, or Xxxx X. Xxxxxx, the General Counsel and Secretary of Guarantor (“Guarantor Signatory”) is an officer of Guarantor. Guarantor Signatory, acting alone without the joinder of any other officers, directors or shareholders of Guarantor or any other party, has the power and authority to execute and deliver this joinder on behalf of and to duly bind Guarantor under this joinder. The execution and delivery of, and performance under, this joinder by Guarantor has been duly and properly authorized pursuant to all requisite corporate action of Guarantor and does not and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Guarantor or Guarantor’s articles of incorporation or by-laws or any other organizational document of Guarantor or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Guarantor is a party.
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Authority of Guarantor. The Board of Directors of the Guarantor have entered into a resolution (“Resolution”) certifying that the Guarantor is authorized to enter into this Agreement. A certified copy of the Resolution is attached hereto as Exhibit C and incorporated herein by reference.
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Authority of Guarantor. The Guarantor represents and warrants that execution and delivery hereof and the assumption of liability hereunder have been in all respects authorized and approved by proper action on the part of the Guarantor, that the Guarantor has full authority and power to execute this Guaranty.
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Authority of Guarantor. Guarantor is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. The signatory executing this Joinder on behalf of Guarantor (“Guarantor Signatory”) is the chief financial officer and treasurer of Guarantor. Guarantor Signatory, acting alone without the joinder of any other officers, directors or shareholders of Guarantor or any other party, has the power and authority to execute and deliver this joinder on behalf of and to duly bind Guarantor under this joinder. The execution and delivery of, and performance under, this joinder by Guarantor has been duly and properly authorized pursuant to all requisite corporate action of Guarantor and does not and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Guarantor or Guarantor’s articles or incorporation or by-laws or any other organizational document of Guarantor or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Guarantor is a party.
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Authority of Guarantor. The Guarantor has full power and authority to enter into, to execute and deliver all of the Loan Documents and to incur the obligations provided for herein and in the Loan Documents, all of which have been duly authorized by all proper and necessary corporate or other action. Any consent or approval of stockholders, or of any agency or of any public authority, or any other party required as a condition to the legal validity of this Agreement or the Loan Documents has been obtained.
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Authority of Guarantor. Guarantor is a duly organized, validly existing limited partnership in good standing under the laws of the State of Delaware. The execution and delivery of, and performance under, this Guaranty by Guarantor have been duly and properly authorized pursuant to all requisite limited partnership action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Guarantor or the certificate of limited partnership, limited partnership agreement, or any other organizational document of Guarantor or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Guarantor is a party or by which Guarantor may be bound or affected. ​
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Authority of Guarantor. BPL, MHLP, Etc. It is not necessary for the Trustee, the Custodial Agent or the Holders to inquire at any time into the capacity or powers of Guarantor, BPL, MHLP, any trustee or beneficiary of Guarantor, or the partners, officers, directors or any agents acting or purporting to act on behalf of any of the foregoing.
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Authority of Guarantor. As of the Effective Date, Guarantor represents and warrants to Beneficiary that (a) it is a legal entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) it has the power and authority to execute, deliver and carry out the terms and provisions of this Guaranty; (c) the execution, delivery and performance of this Guaranty by Guarantor have been duly authorized by all necessary organizational action, and no other proceedings on the part of Guarantor are necessary to authorize this Guaranty or to consummate the transactions contemplated hereby and this Guaranty has been duly executed and delivered by the Guarantor; (d) Guarantor has obtained any authorization, approval, consent or order of, or registration or filing with, any court or other governmental body having jurisdiction over Guarantor or any other person or entity that is required on the part of Guarantor for the execution, delivery or performance of this Guaranty; and (e) this Guaranty constitutes a valid and legally binding agreement of Guarantor enforceable against Guarantor in accordance with its terms, except as the enforceability of this Guaranty may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.
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Related to Authority of Guarantor

  • Authority of Guarantors or Borrower It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

  • Liability of Guarantor The liability of the Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:

  • Addition of Guarantors The initial Guarantors hereunder shall be each of the Subsidiaries of Parent that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiaries of Parent may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a supplement to this Guaranty Agreement in the form of Exhibit A attached hereto (or such other form as may be satisfactory to the Administrative Agent). Upon delivery of any such supplement to Administrative Agent, notice of which is hereby waived by Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by Administrative Agent or any Lenders not to cause any Subsidiary to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder].2

  • Release of Guarantor A Guarantor shall be released from all of its obligations under its Guarantee if:

  • Consent of Guarantor Each Guarantor shall execute the Consent of Guarantor set forth below.

  • Affirmation of Guarantors Each Guarantor hereby approves and consents to this Agreement and the transactions contemplated by this Agreement and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply to the Credit Agreement, as amended hereby, and all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms.

  • Joinder of Guarantors Each of the Guarantors hereby joins in this Amendment to evidence its consent hereto, and each Guarantor hereby reaffirms its obligations set forth in the Credit Agreement, as hereby amended, and in each Guaranty Agreement and each other Loan Document given by it in connection therewith.

  • Execution of Guarantee To further evidence the Guarantee to the Holders, the Guarantor hereby agrees to execute a Guarantee substantially in the form of Exhibit A hereto, to be endorsed on and made a part of each Security ordered to be authenticated and delivered by the Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section 2.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security a Guarantee. Each such Guarantee shall be signed on behalf of the Guarantor by its Chairman of the Board, its President or one of its Vice Presidents prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantor. Such signature upon the Guarantee may be a manual or facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee, and in case such officer who shall have signed the Guarantee shall cease to be such officer before the Security on which Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, the Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

  • Release of Guarantors In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

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