Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 11 contracts
Samples: Loan Agreement, Eighth Mezzanine Loan Agreement (Harrahs Entertainment Inc), Sixth Mezzanine Loan Agreement (Harrahs Entertainment Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 9 contracts
Samples: Limited Recourse Guaranty Agreement, Guaranty Agreement (Moody National REIT I, Inc.), Guaranty Agreement (Moody National REIT I, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Security Instrument, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Security Instrument, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 6 contracts
Samples: Guaranty Agreement (Behringer Harvard Reit I Inc), Guaranty Agreement (Behringer Harvard Reit I Inc), Guaranty Agreement (Behringer Harvard Reit I Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment and performance of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 6 contracts
Samples: Guaranty Agreement (Owens Realty Mortgage, Inc.), Guaranty (Owens Realty Mortgage, Inc.), Guaranty (IMH Financial Corp)
Invalidity of Guaranteed Obligations. The invalidity, illegality illegality, irregularity or unenforceability of all or any part of this Guaranty or of any of the Guaranteed ObligationsLoan Documents, or of any other document or agreement executed in connection with the Indebtedness or the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising Indebtedness or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof thereof, is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise any other document or agreement executed in connection with the creating of the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof, acted in excess of their authority, (div) the liability comprising Indebtedness or the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (ev) the Borrower or Guarantor has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness or the Guaranteed Obligations wholly or partially uncollectible from Borroweruncollectible, (fvi) the creation, performance or repayment of the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof (or the execution, delivery and performance of any document or instrument representing part of the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof, or executed in connection with the Indebtedness or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness or the Guaranteed Obligations) , or any part thereof), is illegal, uncollectible uncollectible, legally impossible or unenforceable, unenforceable or (gvii) the Note, the Loan Agreement or any of the other Loan Documents have or any other document or agreement executed in connection with the Indebtedness or the Guaranteed Obligations, or any part thereof, has been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 6 contracts
Samples: Guaranty (Stratus Properties Inc), Guaranty (Carter Validus Mission Critical REIT, Inc.), Guaranty (Glimcher Realty Trust)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 5 contracts
Samples: Guaranty (Strategic Storage Trust, Inc.), Guaranty (Maguire Properties Inc), Guaranty (NNN Healthcare/Office REIT, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Operating Agreement or the other Loan Transaction Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower Class B Member, any Guarantor or the Company has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrowersuch Persons, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Operating Agreement or any of the other Loan Transaction Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor Guarantors shall remain liable hereon regardless of whether Borrower any the Class B Member, the Company or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 5 contracts
Samples: Mandatory Redemption Guaranty (W2007 Grace Acquisition I Inc), Loan Agreement (W2007 Grace Acquisition I Inc), Bad Boy Guaranty (W2007 Grace Acquisition I Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (ciii) the officers or representatives executing the Note, the Loan Operating Agreement or the other Loan Transaction Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower Class B Member, any Guarantor or the Company has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrowersuch Persons, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Operating Agreement or any of the other Loan Transaction Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor Guarantors shall remain liable hereon regardless of whether Borrower any the Class B Member, the Company or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 5 contracts
Samples: Bad Boy Guaranty (American Realty Capital Hospitality Trust, Inc.), Mandatory Redemption Guaranty (American Realty Capital Hospitality Trust, Inc.), Mandatory Redemption Guaranty (American Realty Capital Hospitality Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability against Seller of all or any part of the Guaranteed Obligations, Repurchase Agreement or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including including, without limitation limitation, the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bi) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (cii) the officers or representatives executing the Note, the Loan Repurchase Agreement or the other Loan Transaction Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (diii) the liability comprising Seller has valid defenses (other than payment of the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerSeller, (fiv) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gv) the NoteRepurchase Agreement, the Loan Agreement or any of the other Loan Transaction Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Seller or any other Person person be found not liable on the Guaranteed Obligations Obligations, or any part thereof thereof, for any reason.
Appears in 5 contracts
Samples: Guaranty Agreement (Colony NorthStar Credit Real Estate, Inc.), Guaranty Agreement (KKR Real Estate Finance Trust Inc.), Guaranty Agreement (KKR Real Estate Finance Trust Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof thereof, is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Note or any of the other Loan Documents have has been forged or otherwise are is irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 5 contracts
Samples: Ashford Hospitality Trust Inc, Ashford Hospitality Trust Inc, Ashford Hospitality Trust Inc
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement, the Pledge Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement, the Pledge Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 5 contracts
Samples: Guaranty and Indemnity Agreement, Mezzanine 3 Guaranty and Indemnity Agreement (Ashford Hospitality Trust Inc), Mezzanine 1 Guaranty and Indemnity Agreement (Ashford Hospitality Trust Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof thereof, is ultra xxxxxvxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Note or any of the other Loan Documents have has been forged or otherwise are is irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 5 contracts
Samples: Ashford Hospitality Trust Inc, Ashford Hospitality Trust Inc, Ashford Hospitality Trust Inc
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (a) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (c) the officers or representatives executing the Note, any Security Instrument, the Loan Agreement or any of the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has Borrowers have valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerBorrowers, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, any Security Instrument, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Borrowers, Guarantor, the Other Guarantor or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 4 contracts
Samples: Guaranty of Recourse Obligations (Ashford Hospitality Trust Inc), Guaranty of Recourse Obligations (Ashford Hospitality Trust Inc), Guaranty of Recourse Obligations (Ashford Hospitality Trust Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof thereof, is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person may be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 4 contracts
Samples: Guaranty (Inland American Real Estate Trust, Inc.), Guaranty (Inland American Real Estate Trust, Inc.), Guaranty (Inland American Real Estate Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Transaction Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the any Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, such Borrower or (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement or any of the other Loan Transaction Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that the Guarantor shall remain liable hereon regardless of whether Borrower the Borrowers or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 4 contracts
Samples: Non Recourse Carveout Guaranty Agreement, Second Amended (Owl Rock Capital Corp II), Non Recourse Carveout Guaranty Agreement (Owl Rock Capital Corp II)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Pledge Agreement, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Pledge Agreement, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 4 contracts
Samples: Guaranty of Recourse Obligations (TPG RE Finance Trust, Inc.), TPG RE Finance Trust, Inc., TPG RE Finance Trust, Inc.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon hereunder regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 4 contracts
Samples: Guaranty Agreement (Harrahs Entertainment Inc), Guaranty Agreement (Bh Re LLC), Guaranty Agreement (Bh Re LLC)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (a) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, any Security Instrument, the Loan Agreement or any of the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has Borrowers have valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerBorrowers, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, any Security Instrument, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Borrowers, Guarantor, the Other Guarantor or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 4 contracts
Samples: Guaranty of Recourse Obligations (Ashford Hospitality Trust Inc), Guaranty of Recourse Obligations (Ashford Hospitality Trust Inc), Guaranty of Recourse Obligations (Ashford Hospitality Trust Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall shall, to the extent permitted by applicable law, remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 4 contracts
Samples: Guaranty Agreement (Inland Real Estate Income Trust, Inc.), Guaranty Agreement (Inland Diversified Real Estate Trust, Inc.), Guaranty Agreement (Inland Diversified Real Estate Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (ciii) the officers or representatives executing the Note, the Pledge Agreement, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Pledge Agreement, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor Guarantors shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 4 contracts
Samples: Hospitality Investors Trust, Inc., Hospitality Investors Trust, Inc., Hospitality Investors Trust, Inc.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof thereof, is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 4 contracts
Samples: Guaranty (Lightstone Value Plus Real Estate Investment Trust, Inc.), Guaranty (Lightstone Value Plus Real Estate Investment Trust, Inc.), Lightstone Value Plus Real Estate Investment Trust, Inc.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: City Office REIT, Inc., Ashford Hospitality Prime, Inc., Carter Validus Mission Critical REIT, Inc.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty Agreement (Maguire Properties Inc), B Note Guaranty Agreement (Skilled Healthcare Group Inc), Guaranty Agreement (Skilled Healthcare Group Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower other than the payments on the Loan made by Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Borrower, Operating Lessee, any other Loan Party or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty Agreement (CorePoint Lodging Inc.), Guaranty Agreement (BRE Select Hotels Corp), Guaranty Agreement (BRE Select Hotels Corp)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability against Seller of all or any part of the Guaranteed Obligations, Master Repurchase Agreement or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bi) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (cii) the officers or representatives executing the Note, the Loan Master Repurchase Agreement or the other Loan Transaction Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (diii) the liability comprising Seller has valid defenses (other than payment of the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerSeller, (fiv) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, unenforceable or (gv) the NoteMaster Repurchase Agreement, the Loan Agreement or any of the other Loan Transaction Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Seller or any other Person be person is found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty (Claros Mortgage Trust, Inc.), Guaranty (FS Credit Real Estate Income Trust, Inc.), Guaranty (Claros Mortgage Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Mortgage or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) unrelated to the willful misconduct or gross negligence of Lender or anyone acting by, through or under Lender which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Mortgage or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authenticauthentic through no willful misconduct or gross negligence of Lender or anyone acting by, through or under Lender, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty (Prime Group Realty Trust), Guaranty (Prime Group Realty Trust), Prime Group Realty Trust
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have has been forged or otherwise are is irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty Agreement (ACRES Commercial Realty Corp.), Completion Guaranty Agreement (ACRES Commercial Realty Corp.), Carry Guaranty Agreement (ACRES Commercial Realty Corp.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvires, (ciii) the officers or representatives executing the NoteNoxx, xhe Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty (Prime Group Realty Trust), Guaranty (Prime Group Realty Trust), Guaranty (Prime Group Realty Trust)
Invalidity of Guaranteed Obligations. The invalidity, illegality illegality, irregularity or unenforceability of all or any part of this Guaranty or of any of the Guaranteed ObligationsLoan Documents, or of any other document or agreement executed in connection with the Indebtedness or the Guaranteed Obligations, Obligations for any reason whatsoever, including without limitation the fact that (ai) the liability comprising Indebtedness or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof thereof, is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise any other document or agreement executed in connection with the creating of the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof, acted in excess of their authority, (div) the liability comprising Indebtedness or the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (ev) the Borrower or Guarantor has valid defenses, claims or offsets (whether at law, in equity or by agreement) which that render the Indebtedness or the Guaranteed Obligations wholly or partially uncollectible from Borroweruncollectible, (fvi) the creation, performance or repayment of the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof (or the execution, delivery and performance of any document or instrument representing part of the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof, or executed in connection with the Indebtedness or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness or the Guaranteed Obligations) , or any part thereof), is illegal, uncollectible uncollectible, legally impossible or unenforceable, unenforceable or (gvii) the Note, the Loan Agreement or any of the other Loan Documents have or any other document or agreement executed in connection with the Indebtedness or the Guaranteed Obligations, or any part thereof, has been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty (Parkway, Inc.), Non Recourse Carveout Guaranty (Brookfield DTLA Fund Office Trust Investor Inc.), Guaranty (Sears Holdings Corp)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor Guarantors shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty of Recourse Obligations (Lodging Fund REIT III, Inc.), Lodging Fund REIT III, Inc., Generation Income Properties, Inc.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Mortagage or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) ), other than a defense based on the actual performance of the Guaranteed Obligations sought to be enforced hereunder, which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason, other than a finding based on actual performance of the Guaranteed Obligations sought to be enforced hereunder.
Appears in 3 contracts
Samples: Non Recourse Guaranty (Maguire Properties Inc), Non Recourse Guaranty (Maguire Properties Inc), Non Recourse Guaranty (Maguire Properties Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, Obligations violates applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty (Stratus Properties Inc), Guaranty (Stratus Properties Inc), Guaranty (Stratus Properties Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (ciii) the officers or representatives executing the Note, the Mortgages, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower or any Individual Borrower and/or Operating Lessee has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrowersuch Individual Borrower and/or Operating Lessee, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgages, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor Guarantors shall remain liable hereon regardless of whether Borrower or any Individual Borrower, Operating Lessee or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty of Recourse Obligations (Hospitality Investors Trust, Inc.), Hospitality Investors Trust, Inc., Hospitality Investors Trust, Inc.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Deed of Trust, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Deed of Trust, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty Agreement (Terra Tech Corp.), Guaranty Agreement (Terra Tech Corp.), Guaranty Agreement (Terra Tech Corp.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Security Instrument or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Security Instrument or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Mezzanine Guaranty Agreement (Inland Real Estate Income Trust, Inc.), Guaranty (CNL Healthcare Trust, Inc.), Guaranty (CNL Healthcare Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty of Recourse Obligations (Behringer Harvard Reit I Inc), Guaranty (Cedar Shopping Centers Inc), Glimcher Realty Trust
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvires, (ciii) the officers or representatives executing the Note, xxx Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 3 contracts
Samples: Guaranty (Glimcher Realty Trust), Glimcher Realty Trust, Glimcher Realty Trust
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (a) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, exceeds thereof exceed the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement Agreement, the Security Instrument or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the any Borrower has valid defensesdefenses (other than the payment of the Guaranteed Obligations), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from such Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement Agreement, the Security Instrument or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that each Guarantor shall remain liable hereon regardless of whether any Borrower or any other Person Person, including any other Guarantor, be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Closing Guaranty of Completion (Morgans Hotel Group Co.), Loan Agreement (Morgans Hotel Group Co.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty Agreement (Koger Equity Inc), Exceptions Agreement (Wesco International Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof thereof, is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty (Gc Net Lease Reit, Inc.), Strategic Storage Trust, Inc.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvires, (ciii) the officers or representatives executing the Note, xxx Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defensesdefenses (other than any Permitted Guarantor Defense), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reasonreason (other than any Permitted Guarantor Defense).
Appears in 2 contracts
Samples: Alexanders Inc, Alexanders Inc
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Mortgages, the Loan Agreement Agreement, the Assumption Agreement, or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) any one or both of the Borrower Borrowers has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrowersuch Borrower or Borrowers, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgages, the Loan Agreement Agreement, the Assumption Agreement, or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor Guarantors shall remain liable hereon regardless of whether Borrower any one or both of the Borrowers or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Assumption Agreement (American Realty Capital Hospitality Trust, Inc.), Environmental Indemnity Agreement (W2007 Grace Acquisition I Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement Agreement, the Mortgage or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, Guaranty & Indemnity Agreement performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement Agreement, the Mortgage or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty and Indemnity Agreement, Guaranty and Indemnity Agreement (Ashford Hospitality Trust Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, either Pledge Agreement, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the either Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) (other than a defense based upon the actual payment or performance of the Guaranteed Obligations sought to be enforced), which render the Guaranteed Obligations wholly or partially uncollectible from either Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, either Pledge Agreement, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether either Borrower or any other Person be is found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Pledge and Security Agreement (MPG Office Trust, Inc.), Pledge and Security Agreement (MPG Office Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Transaction Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from the Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Transaction Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that the Guarantor shall remain liable hereon regardless of whether the Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Non Recourse Carveout Guaranty Agreement (Kennedy Lewis Capital Co), Non Recourse Carveout Guaranty Agreement (Apollo Debt Solutions BDC)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by lawLegal Requirements, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Security Instrument, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerBorrower (other than defenses based on the actual performance of the Guaranteed Obligations sought to be enforced hereunder), (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty (Ionis Pharmaceuticals Inc), Guaranty (Ionis Pharmaceuticals Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defensesdefenses (except Borrower’s or Guarantor’s performance of such obligations and then only to the extent of such performance), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any such reason.
Appears in 2 contracts
Samples: Guaranty Agreement (Capitalsource Inc), Guaranty Agreement (Capitalsource Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (ciii) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor Guarantors shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty of Recourse Obligations (American Realty Capital Hospitality Trust, Inc.), Guaranty of Recourse Obligations (American Realty Capital Hospitality Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability against Seller of all or any part of the Guaranteed Obligations, Repurchase Agreement or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bi) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (cii) the officers or representatives executing the Note, the Loan Repurchase Agreement or the other Loan Transaction Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (diii) the liability comprising Seller has valid defenses (other than payment of the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerSeller, (fiv) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, unenforceable or (gv) the NoteRepurchase Agreement, the Loan Agreement or any of the other Loan Transaction Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Seller or any other Person be person is found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty (RAIT Financial Trust), Guaranty (RAIT Financial Trust)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Pledge Agreement, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) (other than a defense based upon the actual payment or performance of the Guaranteed Obligations sought to be enforced), which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Pledge Agreement, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty Agreement (Maguire Properties Inc), Guaranty Agreement (Maguire Properties Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Security Instrument, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) (other than a defense based upon the actual payment or performance of the Guaranteed Obligations sought to be enforced), which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Security Instrument, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty Agreement (Maguire Properties Inc), Guaranty Agreement (Maguire Properties Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower other than payments made on the Loan by Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty (Brixmor Property Group Inc.), Guaranty (Brixmor Property Group Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Pledge Agreement, the Loan Agreement, the Assumption Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Pledge Agreement, the Loan Agreement, the Assumption Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor Guarantors shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Assumption Agreement (American Realty Capital Hospitality Trust, Inc.), Environmental Indemnity Agreement (W2007 Grace Acquisition I Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reasonreason (other than due to the defense of payment of the Debt).
Appears in 2 contracts
Samples: Mezzanine Guaranty Agreement (New York REIT, Inc.), Guaranty Agreement (New York REIT, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bi) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (cii) the officers or representatives executing the Note, the Loan Repurchase Agreement or the other Loan Transaction Documents or otherwise creating the Repurchase Obligations and Guaranteed Obligations acted in excess of their authority, (diii) the liability comprising Seller has valid defenses (other than payment of the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerSeller, (fiv) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Repurchase Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, unenforceable or (gv) the Note, the Loan Repurchase Agreement or any of the other Loan Transaction Documents have been forged by any Person other than Buyer or its Affiliates or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Seller or any other Person be person is found not liable on the Guaranteed Obligations or any part thereof for any reasonreason (other than by reason of a defense of payment or performance of the Repurchase Obligations or the Guaranteed Obligations).
Appears in 2 contracts
Samples: Guaranty (Cim Real Estate Finance Trust, Inc.), Guaranty (Cim Real Estate Finance Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents Lease or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower Tenant has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerTenant, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement or any of the other Loan Documents have Lease has been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Tenant or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Lease (Terra Tech Corp.), Guaranty (Terra Tech Corp.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (ciii) the officers or representatives executing the NoteNotes, the Loan Agreement Indenture, the Mortgages or the other Loan Transaction Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has Issuers have valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerIssuers, (fvi) the creation, performance or repayment repayment, of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the NoteNotes, the Loan Agreement Indenture, the Mortgages or any of the other Loan Transaction Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor Support Provider shall remain liable hereon regardless of whether Borrower Issuers or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty (American Finance Trust, Inc), Guaranty (American Finance Trust, Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (ciii) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Cross Indemnification Agreement (Landwin Realty Trust, Inc.), Guaranty of Recourse Obligations (Bluerock Residential Growth REIT, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability against Seller of all or any part of the Guaranteed Obligations, Repurchase Agreement or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including including, without limitation limitation, the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b1) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c1) the officers or representatives executing the Note, the Loan Repurchase Agreement or the other Loan Transaction Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d1) the liability comprising Seller has valid defenses (other than payment of the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerSeller, (f1) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g1) the NoteRepurchase Agreement, the Loan Agreement or any of the other Loan Transaction Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Seller or any other Person person be found not liable on the Guaranteed Obligations Obligations, or any part thereof thereof, for any reason.
Appears in 2 contracts
Samples: Guaranty Agreement (KKR Real Estate Finance Trust Inc.), Guaranty Agreement (NorthStar Real Estate Income Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvirex, (cxii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents Lease or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower Lessee has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerLessee, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement or any of the other Loan Documents have Lease has been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Lessee or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty of Lease (Crescent Operating Inc), Crescent Operating Inc
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability against Seller of all or any part of the Guaranteed Obligations, Master Repurchase Agreement or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bi) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (cii) the officers or representatives executing the Note, the Loan Master Repurchase Agreement or the other Loan Program Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (diii) the liability comprising Seller has valid defenses (other than payment of the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerSeller, (fiv) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, unenforceable or (gv) the NoteMaster Repurchase Agreement, the Loan Agreement or any of the other Loan Program Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Seller or any other Person be person is found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: FS Credit Real Estate Income Trust, Inc., FS Credit Real Estate Income Trust, Inc.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvires, (ciii) the officers or representatives executing the NoteXxxx, the Pledge Agreement, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Pledge Agreement, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty (Prime Group Realty Trust), Guaranty (Prime Group Realty Trust)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Pledge Agreement, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower other than payments on the Loan made by Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Pledge Agreement, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Borrower, any other Loan Party or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty Agreement (BRE Select Hotels Corp), Guaranty Agreement (BRE Select Hotels Corp)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defensesdefenses (except the defense of payment), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Interest and Completion (reAlpha Tech Corp.), reAlpha Tech Corp.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the NoteLoan Modification Agreement, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the NoteLoan Modification Agreement, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Release (Moody National REIT I, Inc.), Moody National REIT I, Inc.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Mortgages, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgages, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall shall, to the extent permitted by applicable law, remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty Agreement (Inland Real Estate Income Trust, Inc.), Guaranty Agreement (Inland Real Estate Income Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by lawLegal Requirements, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Security Instrument, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Security Instrument, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty of Recourse Obligations (Inland Diversified Real Estate Trust, Inc.), Guaranty of Recourse Obligations (Inland Diversified Real Estate Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (c) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, unenforceable or (g) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty (Infousa Inc), Guaranty (Infousa Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality illegality, irregularity or unenforceability of all or any part of this Guaranty or of any of the Guaranteed ObligationsLoan Documents, or of any other document or agreement executed in connection with the Indebtedness or the Guaranteed Obligations, Obligations for any reason whatsoever, including without limitation the fact that (ai) the liability comprising Indebtedness or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof thereof, is ultra xxxxxvxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise any other document or agreement executed in connection with the creating of the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof, acted in excess of their authority, (div) the liability comprising Indebtedness or the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (ev) the Borrower or Guarantor has valid defensesdefenses (other than the defense of payment), claims or offsets (whether at law, in equity or by agreement) which that render the Indebtedness or the Guaranteed Obligations wholly or partially uncollectible from Borroweruncollectible, (fvi) the creation, performance or repayment of the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof (or the execution, delivery and performance of any document or instrument representing part of the Indebtedness or the Guaranteed Obligations Obligations, or any part thereof, or executed in connection with the Indebtedness or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness or the Guaranteed Obligations) , or any part thereof), is illegal, uncollectible uncollectible, legally impossible or unenforceable, unenforceable or (gvii) the Note, the Loan Agreement or any of the other Loan Documents have or any other document or agreement executed in connection with the Indebtedness or the Guaranteed Obligations, or any part thereof, has been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty (New York REIT, Inc.), Guaranty (New York REIT, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Pledge Agreement, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Skilled Healthcare Group Inc, Skilled Healthcare Group Inc
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, unenforceable or (g) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty Agreement (Griffin Capital Essential Asset REIT II, Inc.), Guaranty Agreement (Griffin Capital Essential Asset REIT, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Credit Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the any Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) (other than a defense based upon the actual payment of the Guaranteed Obligations sought to be enforced), which render the Guaranteed Obligations wholly or partially uncollectible from such Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Credit Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, (h) the failure of consideration for the granting of this Guaranty, (i) the expiration of any statute of limitations affecting the liability of the Guarantor hereunder, the liability of any Borrower or any guarantor under the Loan Documents; it being agreed that the Guarantor shall remain liable hereon regardless of whether any Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Guaranty (Emrise CORP), Guaranty (Emrise CORP)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Mortgage or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Mortgage or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 2 contracts
Samples: Non Recourse Carve Out Guaranty Agreement (Allegiant Travel CO), Guaranty of Payment (Allegiant Travel CO)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvires, (ciii) the officers or representatives executing the Note, the Loan Operating Agreement or the other Loan Transaction Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower Class B Member, any Guarantor or the Company has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrowersuch Persons, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Operating Agreement or any of the other Loan Transaction Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor Guarantors shall remain liable hereon regardless of whether Borrower any the Class B Member, the Company or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvixxx, (ciii) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has had valid defenses, claims or offsets (offsets, whether at law, in equity or by agreement) agreement (other than the defense of payment of the Guaranteed Obligations), which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Loan Agreement (Alexanders Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including including, without limitation limitation, the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the NoteNotes, the Mortgages, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the any Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from any Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the any Note, any Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor Guarantors shall remain liable hereon regardless of whether any Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Horizon Group Properties Inc
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvires, (c) the officers or representatives xxxxesentatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Supertel Hospitality Inc
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Guarantee (Prime Group Realty Trust)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvires, (ciii) the officers or representatives executing representatixxx xxecuting the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, Obligations violates applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Stratus Properties Inc
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvires, (ciii) the officers or representatives represexxxxxves executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Kranzco Realty Trust
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including including, without limitation limitation, the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Security Instrument, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the any Borrower has valid defensesdefenses (other than the payment of the Guaranteed Obligations), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from any Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Security Instrument, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that each Guarantor shall remain jointly and severally liable hereon regardless of whether Borrower any Borrower, any other Guarantor or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower other than the payments on the Loan made by Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Borrower, any other Loan Party or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, other than the defense of actual payment or actual performance, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor the Guarantors shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Non Recourse Guaranty (Net Element International, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Guaranty Agreement (Independence Realty Trust, Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoeverwhatsoever other than that the Debtor has has valid defenses, claims or offsets consistent with those permitted under the Note which render the Guaranteed Obligations wholly or partially uncollectible from Debtor, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents Note or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvi) the Note, the Loan Agreement or any of the other Loan Documents have Note has been forged or otherwise are is irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon hereon, except as specifically provided herein, regardless of whether Borrower Debtor or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Guaranty (Naturade Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement, the Pledge Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower other than payments made on the Loan by Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement, the Pledge Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Senior Mezzanine Guaranty (Brixmor Property Group Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment and performance of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon Exhibit 10.4 regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.. 2.5
Appears in 1 contract
Samples: www.sec.gov
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including including, without limitation limitation, the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (c) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defensesdefenses (other than payment), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvires, (ciii) the officers or representatives executing the NoteXxxx, the Mortgage, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Guaranty (Prime Group Realty Trust)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement Security Instrument or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which that render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Security Instrument or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Mezzanine Guaranty Agreement (Inland Residential Properties Trust, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, Obligations for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Mortgages, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the any Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from such Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Mortgages, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that each Guarantor shall remain liable hereon regardless of whether any Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Ventas Inc
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (ai) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bii) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (ciii) the officers or representatives executing the Note, the Loan Agreement Security Instrument or the other Loan Documents Instruments or otherwise creating the Guaranteed Obligations acted in excess of their authority, (div) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ev) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (fvi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (gvii) the Note, the Loan Agreement Security Instrument or any of the other Loan Documents Instruments have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Kilroy Realty, L.P.
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defensesdefenses (other than the defense of payment in full and satisfaction of the Guaranteed Obligations in question), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Guaranty Agreement (Hcp, Inc.)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (c) the officers or representatives executing the Note, the Loan Agreement Note or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Guaranty (Emeritus Corp\wa\)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or representatives executing the Note, the Mortgages, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower other than the payments on the Loan made by Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Mortgages, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Borrower, any other Loan Party or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Invalidity of Guaranteed Obligations. The invalidity, illegality ------------------------------------ or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by applicable law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, (c) the officers or ----- ----- representatives executing the Note, the Loan Agreement or the other Loan Documents documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower Obligors has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerObligors, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible uncollectible, legally impossible or unenforceable, or (g) the NoteLimited Partnership Agreement, the Loan Agreement Contribution Agreement, the Indemnity Agreement, or any of other Operative Document or other documents or instruments pertaining to the other Loan Documents Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.;
Appears in 1 contract
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (c) the officers or representatives executing the Note, the Mezzanine Loan Agreement, the Pledge Agreement or the other Mezzanine Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Mezzanine Loan Agreement, the Pledge Agreement or any of the other Mezzanine Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person person be found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
Samples: Guaranty (Capital Trust Inc)
Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (bi) the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxxvxxxx, (cii) the officers or representatives executing the Note, the Loan Repurchase Agreement or the other Loan Transaction Documents or otherwise creating the Repurchase Obligations and Guaranteed Obligations acted in excess of their authority, (diii) the liability comprising Seller or Swingline Subsidiary, as applicable, has valid defenses (other than payment of the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from BorrowerSeller or Swingline Subsidiary, (fiv) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Repurchase Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, unenforceable or (gv) the Note, the Loan Repurchase Agreement or any of the other Loan Transaction Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower Seller, Swingline Subsidiary or any other Person be person is found not liable on the Guaranteed Obligations or any part thereof for any reason.
Appears in 1 contract
