AER’s Representations and Warranties Sample Clauses

AER’s Representations and Warranties. AER represents and warrants the following: 15.1.1 AER is a corporation duly organized under the laws of the State of Delaware. AER is qualified to do business in each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of AER. AER has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver and perform its obligations under this Agreement. 15.1.3 AER has the expertise, experience and qualifications to perform its obligations under this Agreement, including an understanding of CL&P’s needs and the requirements of the Energy Independence Act. 15.1.4 AER is or will be properly licensed and permitted insofar as required to perform its obligations under this Agreement. 15.1.5 AER possesses all ownership of intellectual property rights required to be used in connection with AER’s performance of its obligations under this Agreement and use of the Software will not infringe any third party copyright, patent, trade secret or any other proprietary right. 15.1.6 The execution, delivery and performance of its obligations under this Agreement by AER have been duly authorized by all necessary action, and do not and will not: A. require any consent or approval of AER’s Board of Directors, or shareholders, other than that which has been obtained and is in full force and effect; B. violate any provision of law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to AER or violate any provision in any formation documents of AER, the violation of which could have a material adverse effect on the ability of AER to perform its obligations under this Agreement; C. result in a breach of or constitute a default under AER’s formation documents or bylaws, or under any agreement relating to the management or affairs of AER or any indenture or loan or credit agreement, or any other agreement, lease or instrument to which AER is a party or by which AER or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of AER to perform its obligations under this Agreement; or D. other than results from financing documents involving AER’s senior lender, result in, or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any na...
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Related to AER’s Representations and Warranties

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Owner’s Representations and Warranties Owner represents and warrants to each Pass Through Trustee, Subordination Agent and Mortgagee that:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Customer’s Representations and Warranties Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Subscriber's Representations and Warranties The Subscriber hereby represents and warrants to and agrees with the Company that:

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

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