Common use of Authority Representations and Warranties Clause in Contracts

Authority Representations and Warranties. Guarantor represents and warrants to Landlord as follows: 13.1 No consent of any other person or entity, including, without limitation, any creditors of Guarantor, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by Guarantor in connection with this Guaranty or the execution, delivery, performance, validity, or enforceability of this Guaranty and all obligations required hereunder. This Guaranty has been duly executed and delivered by Guarantor. 13.2 To Guarantor’s knowledge, the execution, delivery and performance of this Guaranty will not violate any provision of any existing law or regulation binding on Guarantor, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on Guarantor, or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which a Guarantor is a party or by which Guarantor or any of a Guarantor’s assets may be bound, and will not result in, or require, the creation or imposition of any lien on any of Guarantor’s property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract, or other agreement, instrument or undertaking. 13.3 Except for the rights and defenses of prior payment of the Guaranteed Obligations and of the non-occurrence of an event of default by Tenant under the Lease (as and to the extent Guarantor may raise the same pursuant to Section 8), the liability of Guarantor hereunder shall not be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Guarantor, including, without limitation: (a) any amendment, modification or extension of the Lease; (b) any extension of time for performance, whether in whole or in part, given prior to or after default under the Lease; (c) any exchange, surrender or release, in whole or in part, of any security which may be held by Landlord at any time for or under the Lease; (d) any other guaranty now or hereafter executed by Guarantor or anyone else; (e) any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, of any provision, claim, cause of action, right or remedy which Landlord may, at any time, have under the Lease or with respect to any guaranty or any security which may be held by Landlord at any time for or under the Lease or with respect to Tenant; (f) any act or thing or omission or delay to do any act or thing which (i) may in any manner or to any extent modify the risk of Guarantor, or (ii) would otherwise operate as a discharge of Guarantor as a matter of law; (g) Landlord’s consent to any assignment or subletting or the assignment or successive assignments of the Lease by Tenant, or any subletting of the premises demised under the Lease by Tenant; (h) the failure to give Guarantor any notice whatsoever, other than any notice that Landlord is required to give pursuant to this Guaranty; or (i) any right, power or privilege that Landlord may now or hereafter have against any party or collateral.

Authority Representations and Warranties. Guarantor represents and warrants to Landlord as follows: 13.1 No consent of any other person or entity, including, without limitation, any creditors of Guarantor, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by Guarantor in connection with this Guaranty or the execution, delivery, performance, validity, or enforceability of this Guaranty and all obligations required hereunder. This Guaranty has been duly executed and delivered by Guarantor. 13.2 To Guarantor’s knowledge, the execution, delivery and performance of this Guaranty will not violate any provision of any existing law or regulation binding on Guarantor, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on Guarantor, or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which a Guarantor is a party or by which Guarantor or any of a Guarantor’s assets may be bound, and will not result in, or require, the creation or imposition of any lien on any of Guarantor’s property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract, or other agreement, agreement instrument or undertaking. 13.3 Except for the rights and defenses of prior payment (whether by offset, recoupment or otherwise) of the Guaranteed Obligations and of the non-occurrence of an event of default by Tenant under the Lease (as and to the extent Guarantor may raise the same pursuant to Section 8), the liability of Guarantor hereunder shall not be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Guarantor, including, without limitation: (a) any amendment, modification or extension of the Lease; (b) any extension of time for performance, whether in whole or in part, given prior to or after default under the Lease; (c) any exchange, surrender or release, in whole or in part, of any security which may be held by Landlord at any time for or under the Lease; (d) any other guaranty now or hereafter executed by Guarantor or anyone else; (e) any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, of any provision, claim, cause of action, right or remedy which Landlord may, at any time, have under the Lease or with respect to any guaranty or any security which may be held by Landlord at any time for or under the Lease or with respect to Tenant; (f) any act or thing or omission or delay to do any act or thing which (i) may in any manner or to any extent modify the risk of Guarantor, or (ii) would otherwise operate as a discharge of Guarantor as a matter of law; (g) Landlord’s consent to any assignment or subletting or the assignment or successive assignments of the Lease by Tenant, or any subletting of the premises demised under the Lease by Tenant; (h) the failure to give Guarantor any notice whatsoever, other than any notice that Landlord is required to give pursuant to this Guaranty; or, (i) any right, power or privilege that Landlord may now or hereafter have against any party or collateral.