AUTHORITY OF THE GUARANTOR Sample Clauses

AUTHORITY OF THE GUARANTOR. The Guarantor represents and warrants that it is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, possesses full corporate power and corporate capacity to consummate the transactions contemplated hereby and is authorized to conduct business in all jurisdictions wherein the nature of its activities requires such except where the failure to do so would not have a material adverse effect upon the Guarantor.
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AUTHORITY OF THE GUARANTOR. Each Guarantor is duly created, validly existing, and in good standing under the laws of the state of its formation, and is duly qualified and in good standing as foreign entity in all other jurisdictions where the failure to qualify would have material adverse effect upon its ability to perform their obligations under the Guaranty. Each Guarantor has the power to enter into the Guaranty and the other Loan Documents to which it is a party, and to perform its obligations thereunder. The making and performance by the Guarantor of the Guaranty and the other Loan Documents to which it is a party, have all been duly authorized by all necessary action, and do not and will not violate any provision of any law, rule, regulation, order, writ, judgment, decree, determination or award presently in effect having applicability to such Guarantor, or governing documents of such Guarantor. The making and performance by each Guarantor of the Guaranty and the other Loan Documents to which it is a party, do not and will not result in a breach of or constitute a default under any material indenture or loan or credit agreement or any other material agreement or instrument to which such Guarantor is a party or by which it may be bound or affected, or result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than as contemplated by the Related Documents) upon or with respect to any of the properties now owned or hereafter acquired by such Guarantor, and such Guarantor is not in default under or in violation of any such order, writ, judgment, decree, determination, award, indenture, agreement or instrument to the extent any such default or violation could reasonably be expected to have a Material Adverse Effect. The Guaranty constitutes a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.
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AUTHORITY OF THE GUARANTOR or the Borrower. It is not necessary for the Bank to inquire into the capacity or powers of the Guarantor or any Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.
Sample 1
AUTHORITY OF THE GUARANTOR. The Guarantor has full right, authority, power and legal capacity to enter into this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Guarantor. This Agreement, assuming due and valid authorization, execution and delivery thereof by the other parties thereto, constitutes a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The execution, delivery and performance of this Agreement by the Guarantor and the consummation of the transactions contemplated hereby and thereby: (A) do not materially violate, result in any material breach or material default of (and with due notice or lapse of time or both would not result in any material breach or material default of), accelerate any material obligation or impose any additional material obligation under, give rise to a right of termination of or result in the creation of any material Lien under, any material Contractual Obligation to which the Guarantor is a party or by which any of its assets are bound; and (B) do not violate in any material respect any Requirement of Law or Order of any Governmental Authority applicable to the Guarantor or by which his assets are bound.
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Related to AUTHORITY OF THE 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.

  • Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

  • Covenants of the Guarantor The Guarantor covenants and agrees through the Termination Date, that:

  • Authority of the General Partner The General Partner shall have the sole and exclusive right to manage the affairs of the Partnership and shall have all of the rights and powers that may be possessed by general partners under the Act. If two or more Persons are serving as General Partners, decisions regarding the management of the Partnership and its business and affairs shall be made by the consent of a majority in number of the General Partners then serving. The rights and powers that the General Partner may exercise include, but are not limited to, the following:

  • Authority of Collateral Agent Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

  • Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to:

  • Guarantor The word "Guarantor" means and includes without limitation each and all of the guarantors, sureties, and accommodation parties in connection with any Indebtedness.

  • General Authority of the Collateral Agent By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

  • The Guarantor The Guarantor is hereby made a party to the Indenture.

  • Additional Subsidiary Guarantors Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

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