Representations of Guarantor. Guarantor represents and warrants that:
(a) It is a corporation duly organized, validly existing and in good standing in the jurisdiction of its formation and has full power and authority to execute, deliver and perform this Guaranty;
(b) It has taken all necessary corporate actions to execute, deliver and perform this Guaranty;
(c) This Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws effecting creditors’ rights generally and to general equitable principles;
(d) Execution, delivery and performance by Guarantor of this Guaranty does not conflict with, violate or create a default under any of its governing documents, any agreement or instruments to which it is a party or to which any of its assets is subject or any applicable law, rule, regulation, order or judgment of any Governmental Authority; and
(e) All consents, approvals and authorizations of governmental authorities required in connection with Guarantor’s execution, delivery and performance of this Guaranty have been duly and validly obtained and remain in full force and effect.
Representations of Guarantor. To induce the LENDER to accept this GUARANTY for the purposes for which it is given, the GUARANTOR represents and warrants to the LENDER as follows:
(a) The GUARANTOR is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and each subsidiary of the GUARANTOR is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. The GUARANTOR and its subsidiaries have the lawful power to own their properties and to engage in the businesses they conduct, and each is duly qualified and in good standing as a foreign corporation in the jurisdictions wherein the nature of the business transacted by it or property owned by it makes such qualification necessary.
(b) Any financial statements submitted by the GUARANTOR to the LENDER, including any schedules and notes pertaining thereto, have been prepared in accordance with generally accepted accounting principles consistently applied, and fully and fairly present the financial condition of the GUARANTOR and its subsidiaries at the dates thereof and the results of operations for the periods covered thereby, and there has been no material adverse change in the consolidated financial condition or businesses of the GUARANTOR and its subsidiaries from the dates thereof to the date hereof, other than as disclosed to the LENDER.
(c) Neither the GUARANTOR nor any of its subsidiaries is in default with respect to any of its existing indebtedness, and the making and performance of this GUARANTY will not (immediately, with the passage of time, the giving of notices, or both), (i) violate the charter or by-laws of the GUARANTOR, (ii) violate any laws, (iii) result in a default under any contract, agreement, or instrument to which the GUARANTOR or any of its subsidiaries is a party or by which the GUARANTOR or any of its subsidiaries or its property is bound, or (iv) result in the creation or imposition of any security interest in, or lien or encumbrance upon, any of the assets of the GUARANTOR or any of its subsidiaries except in favor of the LENDER.
(d) The GUARANTOR has the power and authority to enter into and perform this GUARANTY, and to incur the OBLIGATIONS, and has taken all corporate action necessary to authorize the execution, delivery, and performance of this GUARANTY.
(e) This GUARANTY when delivered will be, valid, binding, and enforceable in accordance with its terms.
(f) The incurring or satisfacti...
Representations of Guarantor. Guarantor acknowledges receipt of reasonably equivalent value in consideration for the execution of this Guaranty and represents that, after giving effect to this Guaranty, the fair market value of Guarantor's assets exceeds Guarantor's total liabilities, including contingent, subordinate and unliquidated liabilities, that Guarantor has sufficient cash flow to meet debts as they mature, and that Guarantor does not have unreasonably small capital. Guarantor represents that all required director and shareholder consents to enter into this Guaranty have been obtained.
Representations of Guarantor. Guarantor hereby represents, warrants and covenants to Payee as follows:
Representations of Guarantor. Guarantor represents and warrants that at the Effective Date and, except as expressly stated as of a particular time, throughout the term of this Guaranty:
(a) Each Guarantor is a limited partnership, validly existing under the laws of the State of Georgia, and has the requisite power and authority to make and perform this Guaranty.
(b) To Guarantor’s knowledge, nothing exists to impair the effectiveness of the obligations of Guarantor to Landlord hereunder.
(c) The consolidated financial statements of Guarantor’s parent, Wellington Healthcare Services, L.P., a Georgia limited partnership (“Parent”), furnished to Landlord in connection with this Guaranty are: (i) true, correct and complete in all material respects; (ii) have been prepared in accordance with generally accepted accounting principles consistently applied; and (iii) present fairly the financial condition of Parent and its consolidated subsidiaries, including Guarantor, as of the respective dates thereof, except for the absence of footnotes and subject to year-end adjustments in the case of interim financial statements.
(d) Guarantor will furnish Landlord with the annual reports, balance sheets, financial statements and other information specified in Article 19 of the Master Lease and the New London Lease in the form and within the time frames required by said Article. All data, statements and information shall be prepared in accordance with generally accepted accounting principles consistently applied and shall fairly set forth the financial condition of Guarantor, and annual statements shall be audited and certified by certified public accountants. Landlord shall be permitted to rely upon the accuracy and completeness of the item furnished pursuant to this paragraph, the Master Lease and the New London Lease and to disclose and publish the same as required by Applicable Laws. Without limiting the generality of the foregoing, Guarantor acknowledges that Landlord is a subsidiary of a Real Estate Investment Trust and that, as such, it is subject to certain filing and reporting requirements in accordance with federal laws and regulations, including but not limited to, regulations promulgated by the Securities and Exchange Commission. Accordingly, and notwithstanding any provision of this Guaranty, the Master Lease, the New London Lease, the Operating Subleases or the provisions of any other existing agreement between the parties hereto to the contrary, Guarantor acknowledges that Landlord may pub...
Representations of Guarantor. Guarantor makes the following representations to Beneficiary:
(A) Guarantor has been duly organized and is validly existing under the laws of Delaware and has full limited partnership power and authority to enter into this Guaranty and to carry out and consummate all transactions contemplated by this Guaranty.
(B) The execution and delivery of this Guaranty and the consummation of the transactions herein contemplated will not conflict with or constitute on the part of Guarantor a breach of or default under its charter documents, its By-Laws, or any indenture, or other material agreement or instrument to which Guarantor is a party or by which it or its properties are bound or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Guarantor or any of its activities or properties.
(C) This Guaranty has been duly authorized, executed and delivered by Guarantor and constitutes the valid and binding obligation of Guarantor.
Representations of Guarantor. All representations and warranties of the Guarantor in the PCS Guaranty are and remain true and correct in all material respects on and as of the date of such Completion Advance as if made on and as of the date of such Completion Advance (except to the extent such representations and warranties expressly relate specifically to an earlier date) and no default under the PCS Guaranty has occurred and is continuing on the date such Completion Advance is to be made or by reason of giving effect to such Completion Advance.
Representations of Guarantor. The Guarantor makes the following representations to Beneficiary:
a) The Guarantor has been duly incorporated and is validly existing under the laws of
b) The execution and delivery of this Guaranty and the consummation of the transac- tions herein contemplated will not conflict with or constitute on the part of the Guar- antor a breach of or default under its charter documents, its by-laws, or any indenture, or other material agreement or instrument to which the Guarantor is a party or by which it or its properties are bound or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Guarantor or any of its ac- tivities or properties.
c) This Guaranty has been duly authorized executed and delivered by the Guarantor and constitutes the valid and binding obligation of the Guarantor.
Representations of Guarantor. The Guarantor hereby represents and warrants that Guarantor has received and reviewed copies of the Loan Agreement, the Note, the Trust Indentures, the Public Improvements Use Fee Agreement, the Assignment of the Public Improvements Use Fee Agreement, the Lease, and the Assignment of Lease, and that Guarantor has obtained and relied solely upon the advice of independent legal counsel in executing this Guaranty.
Representations of Guarantor. Guarantor hereby represents and warrants that (a) the Loan Documents to which Guarantor is a party and this Agreement constitute the legal, valid and binding obligations of Guarantor enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws applicable to creditors’ rights or the collection of debtors’ obligations generally; (b) the execution and delivery of this Agreement by Guarantor do not contravene, result in a breach of or constitute a default under any deed of trust, deed to secure debt, mortgage, loan agreement, indenture or other contract, agreement or undertaking to which Guarantor is a party or by which Guarantor or any of its properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree, rule or regulation to which Guarantor is subject; (c) to the best of Guarantor’s knowledge there exists no uncured default under the Loan Documents; and (d) to the best of Guarantor’s knowledge, there are no offsets, claims or defenses to the Loan Documents. Xxxxxxxxx agrees to indemnify and hold Lender harmless against any loss, claim, damage, liability or expense (including without limitation reasonable attorneys' fees actually incurred) incurred as a result of any representation or warranty made by Guarantor herein proving to be untrue in any material respect.
