Guarantor Authority Sample Clauses

Guarantor Authority. The Agent shall have received the following, each in form and substance satisfactory to the Lenders and the Agent and their legal counsel: (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Guarantor as the Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act as an officer in connection with the Guaranty and the other Guarantor Documents to which such Guarantor is a party; and (ii) such evidence as the Agent may require to verify that each Guarantor is duly formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of each Guarantor’s articles or certificate of incorporation and bylaws and a certificate of good standing.
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Guarantor Authority. The execution, delivery and performance by each Guarantor of the Guaranties to which each respective Guarantor is a party is within each such Guarantor's powers, has been duly authorized by all necessary action, does not contravene (a) such Guarantor's organizational documents or (b) law or any material contractual restriction binding on or affecting such Guarantor, and does not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. Each of the foregoing representations and warranties shall survive the making of the Loan and each advance hereunder and thereunder, and the Borrower hereby agrees to indemnify and hold harmless the Lender from and against any loss, damage or liability attributable to the breach thereof, including all expenses and fees (including, but not limited to, attorneys’ fees) incurred in the defense or settlement of any claim arising therefrom against the Lender. PART FIVE
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Guarantor Authority. A current certificate for the Guarantor, authorizing the execution and delivery of all of the Loan Documents to which it is a party and all other documents evidencing the due formation, existence and good standing of the Guarantor shall have been delivered to the Lender.
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Guarantor Authority. The Guarantor agrees to deliver to the Agent within 14 days after the next regularly scheduled meeting of the board of directors of the Guarantor (a) a copy of a resolution adopted by the Board of Directors of the Guarantor authorizing the execution, delivery and performance of this Amendment certified by the Secretary of the Guarantor; and (b) evidence of the authority and specimen signatures of the persons who have signed this Amendment on behalf of the Guarantor.
Sample 1
Guarantor Authority. The Agent shall have received, in form and substance satisfactory to the Lenders, a certified copy of the Organizational Documents of each Guarantor and certified copies of resolutions adopted by the board of directors or equivalent governing body of such Guarantor authorizing the execution, delivery and performance of the Loan Documents to which it is a party and evidence of the authority and specimen signatures of the natural persons who have signed or will sign the Loan Documents to which such Guarantor is a party on behalf of such Guarantor and such other evidence of corporate authority as the Agent or any Lender shall reasonably require.
Sample 1
Guarantor Authority. The Agent shall have received, in form and substance satisfactory to the Lenders, evidence of the authority and specimen signatures of the natural persons who have signed or will sign the Loan Documents on behalf of each Guarantor which is a party to such Loan Documents and such other evidence of corporate authority as the Agent or any Lender shall reasonably require.
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Guarantor Authority. The Guarantor has the power and authority to execute, deliver and perform the guarantee and his other obligations under this Deed.
Sample 1
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Guarantor Authority. Agent shall have received the following, each in form and substance satisfactory to the Agent: such resolutions or other action, incumbency certificates and/or other certificates of officers of each Domestic Guarantor as the Agent may reasonably require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act as an officer in connection with the Consent to Amendment to which such Domestic Guarantor is a party.
Sample 1
Guarantor Authority. Agent shall have received the following, each in form and substance satisfactory to the Agent (subject to the delay in delivery permitted for FAC, Flow Holdings Sagl, ATAB and Flow International FPS AB by Section 4.3): (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Guarantor as the Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act as an officer in connection with the Guaranty and the other Loan Documents to which such Guarantor is a party; and (ii) such evidence as the Agent may require to verify that each Guarantor is duly incorporated or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of the articles of incorporation (or such other applicable organizational documents) for such Guarantor and a certificate of good standing.
Sample 1

Related to Guarantor Authority

  • 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.

  • GUARANTOR'S AUTHORIZATION TO LENDER Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor’s liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.

  • Guarantor In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations as Lessee under this Lease.

  • 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).

  • Guarantor Reports Cause any guarantor of any of the Obligations to deliver its annual financial statements at the time when Borrower provides its audited financial statements to Foothill and copies of all federal income tax returns as soon as the same are available and in any event no later than 30 days after the same are required to be filed by law.

  • Guarantors Consent Each Guarantor shall have executed a confirming consent, substantially in the form attached hereto as Annex A or otherwise satisfactory to the Agent (a “Confirming Consent”), and delivered the same to the Agent at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Attention: Loan Administration) or such other place directed by the Agent.

  • Power; Authority It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

  • Release of a Subsidiary Guarantor Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.

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