Validity of Guaranty Sample Clauses
Validity of Guaranty. The validity of this Guaranty, the obligations of Guarantor hereunder and Buyer’s rights and remedies for the enforcement of the foregoing shall in no way be terminated, abated, reduced, released, modified, changed, compromised, discharged, diminished, affected, limited or impaired in any manner whatsoever by the happening from time to time of any occurrence, condition, circumstance, event, action or omission of any kind whatsoever, including, without limitation, any of the following (and Guarantor hereby waives any common law, equitable, statutory, constitutional, regulatory or other rights (including rights to notice), defenses (legal and equitable), set-off, counterclaims and claims which Guarantor might have now or hereafter as a result of or in connection with any of the following):
(a) Buyer’s assertion or non—assertion or election of any of the rights or remedies available to Buyer pursuant to the provisions of the Repurchase Documents, the Mortgage Loan Documents or pursuant to any Requirements of Law and the impairment or elimination of Guarantor’s rights of subrogation, reimbursement, contribution or indemnity against Seller, Pledgor or any other Person; (b) the waiver by Buyer of, or the failure of Buyer to enforce, or the lack of diligence by Buyer in connection with, the enforcement of any of its rights or remedies under the Repurchase Documents, the Mortgage Loan Documents, the Purchased Assets, the Pledged Collateral or any collateral, security or property for the Guaranty or the Guarantor Liabilities; (c) the granting by Buyer of (or failure by Buyer to grant) any indulgence, forbearance, adjustment, compromise, consent, approval, waiver or extension of time; (d) the exercise by Buyer of or failure to exercise any so—called self—help remedies; (e) any occurrence, condition, circumstance event, action or omission that might in any manner or to any extent vary, alter, increase, extend or continue the risk to Guarantor or might otherwise operate as a discharge or release of Guarantor under Requirements of Law; (f) any full or partial release or discharge of or accord and satisfaction with respect to liability for the Guarantor Liabilities, or any part thereof, of Seller, Guarantor, Pledgor, any co—Guarantor or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guarantor Liabilities, or any part thereof; (g) the impairmen...
Validity of Guaranty. (i) The execution, delivery and performance by the Guarantor of this Guaranty (A) has received all necessary governmental approvals, and (B) will not violate any provision of law, any order of any court or agency of government, or any indenture, agreement or any other instrument to which the Guarantor is a party, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its property or assets.
(ii) This Guaranty, when delivered to the Lender, will constitute a legal, valid and binding obligation enforceable against the Guarantor in accordance with its terms.
Validity of Guaranty. (i) The execution, delivery and performance by Guarantor of this Guaranty (A) have received all necessary governmental approval, (B) will not violate (1) any provision of law, any order of any court or agency of government, or (2) any indenture or other material agreement or material instrument to which Guarantor is a party or by which Guarantor or his property is bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture or other material agreement or other material instrument which would accelerate, or permit the acceleration of, the maturity of the indebtedness secured thereby, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its property or assets, except as contemplated by the provisions of the Loan Documents and (D) do not require any notice to or approval or consent of any Person under any material agreement of Guarantor.
(ii) This Guaranty, when delivered to Lender, will constitute the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy law in the event of a bankruptcy filing by or against Guarantor.
Validity of Guaranty. (1) The execution, delivery and performance by such Guarantor of this Guaranty (i) have been duly authorized by all necessary action, (ii) are within the power of such Guarantor and (iii) have received all necessary governmental approvals.
(2) The execution, delivery and performance by such Guarantor of this Guaranty do not and will not (i) contravene such Guarantor’s articles of incorporation, operating agreement or trust agreement, as applicable, (ii) violate any provision of any law, rule or regulation or any order, judgment or decree of any court or agency of government, or any indenture, agreement or any other instrument to which such Guarantor is a party or by which such Guarantor or its property is bound, (iii) result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or (iv) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its property or assets, except as contemplated by the provisions of the Loan Documents; and such Guarantor is not in default under any such law, rule, regulation, order, judgment, decree, indenture, agreement or instrument.
(3) This Guaranty has been duly executed by such Guarantor and, when delivered to Lender, will constitute a legal, valid and binding obligation enforceable against such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally.
Validity of Guaranty. (i) The execution, delivery, and performance by Guarantor of this Guaranty are within the power of Guarantor, have received all necessary governmental approval, and will not violate any provision of law, any order of any court or agency of government, or any indenture, agreement, or any other instrument to which Guarantor is a party or by which Guarantor or its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice and lapse of time) a default under any indenture, agreement, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature on any of its property or assets, except as contemplated by the provisions of the Loan Documents.
(ii) This Guaranty, when delivered to Lender, will constitute a legal, valid, and binding obligation enforceable against Guarantor in accordance with its terms.
Validity of Guaranty. This Guaranty has been duly entered into, executed, and delivered and constitutes a legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium on other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Guarantor’s obligations under this Guaranty rank, and until discharged in full will continue to rank, in right of payment and security, equally and ratably in all respects with all the Guarantor’s present and future unsecured and unsubordinated indebtedness for borrowed money.
Validity of Guaranty. 8. Change of Control (other than as a result of the Transaction). 9.
Validity of Guaranty. This Guaranty has been duly entered into, executed and delivered and constitutes a legal, valid, and binding obligation of Guarantor. Guarantor's obligations under this Guaranty rank, and until discharged in full will continue to rank, in right of payment and security, equally and ratably in all respects with all Guarantor's present and future unsecured and unsubordinated indebtedness for borrowed money.
Validity of Guaranty. (i) The execution, delivery and performance by GUARANTOR of this Guaranty (A) are within the power of GUARANTOR, (B) have received all necessary governmental approvals, and (C) will not violate any provision of law, any order of any court or agency of government, or any indenture, agreement or any other instrument to which GUARANTOR is a party or by which GUARANTOR, or its property are bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its property or assets, except as contemplated by the provisions of the Loan Documents.
(ii) This Guaranty, when delivered to BANK, will constitute a legal, valid and binding obligation enforceable against GUARANTOR in accordance with its terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights and remedies of creditors generally.
Validity of Guaranty. The pledge of the Pledged Collateral hereunder does not in any way affect the Guaranty or Farlxx'x xxxigations thereunder which shall remain in full force and effect.