Common use of Validity of Guaranty Clause in Contracts

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. (1) i. The execution, delivery and performance by such the 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 (iA) contravene such the organizational or charter documents of the Guarantor’s articles of incorporation, operating agreement or trust agreement, as applicable, (iiB) violate any provision of any law, rule or regulation or any order, writ, judgment or decree of any court or agency of government, or any indenture, agreement or any other instrument to which such Guarantor it is a party or by which such Guarantor it or its property is boundbound and it is not in default under any such law, rule, regulation, order, judgment, decree, indenture, agreement or instrument, (iiiC) require any approval or consent of any officer, shareholder or any other Person other than approvals which have been previously obtained and disclosed in writing to the Lender, (D) 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 (ivE) 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 AD&C Loan Documents; and such Guarantor is not in default under any such law, rule, regulation, order, judgment, decree, indenture, agreement or instrument. (3) ii. This Guaranty has been duly executed by such the Guarantor and, when delivered to the Lender, will constitute a legal, valid and binding obligation enforceable against such Guarantor it in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors’ ' rights generally.