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. 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. Each Guarantor, severally and not jointly, hereby represents and warrants to the Company as to itself the following:
(a) Guarantor has all requisite power and authority to execute and deliver this Limited Guarantee and to perform its obligations hereunder. The execution and delivery by Guarantor of this Limited Guarantee and the performance by Guarantor of its obligations hereunder have been duly authorized by all necessary action and no other action on the part of Guarantor or any other Person is necessary to authorize the execution or delivery of this Limited Guarantee or the performance by Guarantor of its obligations hereunder. This Limited Guarantee constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(b) The execution and delivery by Guarantor of this Limited Guarantee, do not, and the performance by Guarantor of its obligations hereunder will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under any provision of (i) the organizational documents of Guarantor, (ii) any Contract to which Guarantor is a party or by which any of its properties or assets is bound or (iii) any Order or Law applicable to Guarantor or its properties or assets. No Consent of, from or with any Governmental Entity is required to be obtained or made by or with respect to Guarantor in connection with the execution, delivery and performance of this Limited Guarantee.
(c) Guarantor has the capacity (financial and otherwise) to pay and perform the obligations under this Limited Guarantee, including the Guaranteed Obligations, when payment of such obligations shall be due.
(d) Guarantor is currently informed of the financial condition of Parent and Merger Sub, respectively, and of all other circumstances that a diligent inquiry would reveal and that bear upon the risk of nonpayment or nonperformance of the Guaranteed Obligations.
(e) Guarantor has read and understands the terms and conditions of the Merger Agreement.
(f) Guarantor acknowledges that in consideration of the execution and delivery of the Merger Agreement by the Company, the Company is relying on the representations, warranties, covenants and agreements made by ...
Representations of Guarantor. Guarantor hereby represents, warrants and covenants to Payee as follows:
Representations of Guarantor. 12.1 The Guarantor represents and warrants that:
(a) this Agreement is granted in accordance with resolutions of the directors (and of the shareholders as applicable) of the Guarantor, and all other matters and things have been done and performed so as to authorize and make the execution and delivery of this Agreement and the performance of the obligations of the Guarantor hereunder legal, valid and binding;
(b) it lawfully owns and possesses all presently held Collateral and has good title thereto, free from all security interests, charges, encumbrances, liens and claims, save only the Permitted Encumbrances and has good right and lawful authority to grant the Security Interests hereunder, free and clear of all security interests, charges, encumbrances, liens and claims, other than the Permitted Encumbrances; and
(c) the locations specified in the attached Schedule "C" with respect to goods constituting the Collateral and of the business operations and records of the Guarantor are accurate and complete; and
(d) the Security Interest granted pursuant to this Agreement constitutes a valid and continuing perfected Security Interest in favor of the Secured Party in the Collateral, subject (for the following Collateral) to the occurrence of the following: (i) in the case of the Collateral in which a Security Interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified in this Agreement (which, in the case of all filings and other documents referred to in this Agreement, have been delivered to the Secured Party in completed and duly authorized form), (ii) with respect to any Deposit Account, the execution of a control account, (iii) in the case of all copyrights, trademarks and patents for which UCC filings are insufficient, all appropriate filings having been made with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of the Collateral, the execution of a contractual obligation granting control to the Secured Party over such letter-of-credit rights, (v) in the case of Electronic Chattel Paper, the completion of all steps necessary to grant control to the Secured Party over such Electronic Chattel Paper, and (vi) in the case of vehicles, the actions required pursuant to the UCC. The Security Interest shall be prior to all other liens on the Collateral, except: (i) for the Senior Sec...
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. 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. 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 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. 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.
