Common use of Guarantor’s Representations and Warranties Clause in Contracts

Guarantor’s Representations and Warranties. Guarantor hereby represents and warrants to Landlord that: (a) this Guaranty constitutes a legal, valid, and binding obligation of Guarantor and is fully enforceable against Guarantor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application and of legal or equitable principles generally and covenants of good faith and fair dealing; (b) Guarantor is the direct or indirect owner of all of the ownership interests of each Tenant; and (c) this Guaranty is duly authorized, executed and delivered by and binding upon Guarantor. Any material breach by Guarantor of the representations and warranties set forth herein shall be a default under this Guaranty.

Appears in 2 contracts

Samples: Guaranty of Master Lease (Assisted 4 Living, Inc.), Guaranty of Master Lease (CareTrust REIT, Inc.)

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Guarantor’s Representations and Warranties. Guarantor hereby represents and warrants to Landlord that, as of the date hereof: (a) this Guaranty constitutes a legal, valid, and binding obligation of Guarantor and is fully enforceable against Guarantor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application and of legal or equitable principles generally and covenants of good faith and fair dealinggenerally; (b) Guarantor Tenant is the direct or indirect owner a wholly-owned subsidiary of all of the ownership interests of each TenantGuarantor; and (c) this Guaranty is duly authorized, executed and delivered by and binding upon Guarantor. Any material breach by Guarantor of the representations and warranties set forth herein shall be a default under this Guaranty.

Appears in 2 contracts

Samples: Guaranty of Master Lease (Sabra Health Care REIT, Inc.), Master Lease (Sabra Health Care REIT, Inc.)

Guarantor’s Representations and Warranties. Guarantor hereby represents and warrants to unto Landlord that: (a) this Guaranty constitutes a legal, valid, and binding obligation of Guarantor and is fully enforceable against Guarantor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application and of legal or equitable principles generally and covenants of good faith and fair dealing; (b) Guarantor is the direct or indirect owner of all of the ownership interests of each Tenantinterest in Tenant is directly or indirectly held by Guarantor; and (c) this Guaranty is duly authorized, executed and delivered by and binding upon Guarantor. Any material breach by any Guarantor of the representations and warranties set forth herein shall be a default under this Guaranty.

Appears in 1 contract

Samples: Guaranty of Lease (Emeritus Corp\wa\)

Guarantor’s Representations and Warranties. Each Guarantor hereby represents and warrants to Landlord unto Lender that: (a) this Guaranty constitutes a legal, valid, and binding obligation of Guarantor and is fully enforceable against Guarantor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application and of legal or equitable principles generally and covenants of good faith and fair dealing; (b) Guarantor is the direct or indirect owner of all of the ownership interests of each Tenant; and (cb) this Guaranty is duly authorized, executed and delivered by and binding upon Guarantor. Any material breach by any Guarantor of the representations and warranties set forth herein shall be a default under this Guaranty.

Appears in 1 contract

Samples: Guaranty of Obligations (Nationwide Health Properties Inc)

Guarantor’s Representations and Warranties. Guarantor hereby represents and warrants to Landlord that: (a) this Guaranty constitutes a legal, valid, and binding obligation of Guarantor and is fully enforceable against Guarantor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application and of legal or equitable principles generally and covenants of good faith and fair dealing; (b) Guarantor is the direct or indirect owner of all of the ownership interests of each Tenant; and (c) this Guaranty is duly authorized, executed and delivered by and binding upon Guarantor. Any material breach by Guarantor of the representations and warranties set forth herein shall be a default under this Guaranty.. Tnllium Consent Exhibit A Corporate Guaranty

Appears in 1 contract

Samples: Consent Agreement and Amendment to Master Lease (Assisted 4 Living, Inc.)

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Guarantor’s Representations and Warranties. Guarantor hereby represents and warrants to unto Landlord that: (a) this Guaranty constitutes a legal, valid, and binding obligation of Guarantor and is fully enforceable against Guarantor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application and of legal or equitable principles generally and covenants of good faith and fair dealing; (b) Guarantor all the issued and outstanding capital stock of Tenant is the direct or indirect owner owned beneficially and of all of the ownership interests of each Tenant; andrecord by Guarantor; (c) Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to do all things required of it under this Guaranty; and -2- (d) this Guaranty is duly authorized, executed and delivered by and binding upon Guarantor. Any material breach by Guarantor of the representations and warranties set forth herein shall be a default under this Guaranty.

Appears in 1 contract

Samples: Guaranty of Lease and Letter of Credit Agreement (Alterra Healthcare Corp)

Guarantor’s Representations and Warranties. Guarantor hereby represents and warrants to unto Landlord that: (a) this Guaranty constitutes a legal, valid, and binding obligation of Guarantor and is fully enforceable against Guarantor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application and of legal or equitable principles generally and covenants of good faith and fair dealing; (b) Guarantor is the direct sole owner, directly or indirect owner indirectly, of all of the ownership interests issued and outstanding [stock/limited liability company interests] of each Tenant; and (c) this Guaranty is duly authorized, executed and delivered by and binding upon Guarantor. Any material breach by any Guarantor of the representations and warranties set forth herein shall be a default under this Guaranty.

Appears in 1 contract

Samples: Newco Side Letter Agreement (Nationwide Health Properties Inc)

Guarantor’s Representations and Warranties. Guarantor hereby represents and warrants to unto Landlord that: : (a) this Guaranty constitutes a legal, valid, and binding obligation of Guarantor and is fully enforceable against Guarantor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application and of legal or equitable principles generally and covenants of good faith and fair dealing; ; (b) all the issued and outstanding capital stock of each entity comprising Tenant is owned beneficially and of record by Guarantor; (c) Guarantor is a corporation duly organized, validly existing and in good standing under the direct or indirect owner of all laws of the ownership interests State of each TenantDelaware and is duly authorized and qualified to do all things required of it under this Guaranty; and and -2- (cd) this Guaranty is duly authorized, executed and delivered by and binding upon Guarantor. Any material breach by Guarantor of the representations and warranties set forth herein shall be a default under this Guaranty.

Appears in 1 contract

Samples: Guaranty of Lease and Letter of Credit Agreement (Alterra Healthcare Corp)

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