Authority’s Representations and Warranties. The representations and warranties of the Authority contained in Section 9.2 shall survive and continue in full force and effect for the benefit of the Concessionaire as follows: (i) as to the representations and warranties contained in Sections 9.2(a) through 9.2(g), inclusive, and Section 9.2(l) without time limit; and (ii) as to all other matters, for a period of 24 months following the Closing Date unless a bona fide notice of a Claim shall have been given, in writing in accordance with Section 20.1, prior to the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Claim until the final determination or settlement of that Claim, provided such determination or settlement is being pursued diligently and in good faith by the applicable Party.
Authority’s Representations and Warranties. The Authority makes the following representations and warranties, all of which shall survive Closing; that:
(a) The Authority is a body politic and corporate, duly created and existing under the Constitution and laws of the Commonwealth of Pennsylvania (the “Commonwealth”), and has, and at the date of Closing will have, full legal right, power and authority to: enter into this Bond Purchase Agreement; execute and deliver the Bonds, the Trust Indenture, the Financing Agreement, this Bond Purchase Agreement and the Authority’s tax certificate and the other various certificates executed by the Authority in connection therewith (collectively, with the Authority Resolution, the “Authority Financing Documents”); issue, sell and deliver the Bonds to the Underwriter as provided herein; and carry out and consummate the transactions contemplated by the Authority Financing Documents and the Official Statement to be carried out and/or consummated by it;
(b) The Authority Resolution was duly adopted at a public meeting of the Authority at which a quorum was present and acted throughout; and the Authority Resolution is in full force and effect and has not been amended, repealed or superseded in any way;
(c) The sections entitled “INTRODUCTORY STATEMENT” (insofar as it relates to the Authority), “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION” (solely insofar as the information set forth therein relates to the Authority) contained in the Preliminary Official Statement as of its date did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading;
(d) The sections entitled “INTRODUCTORY STATEMENT” (insofar as it relates to the Authority), “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION” (solely insofar as the information set forth therein relates to the Authority) contained in the Official Statement as of its date does not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading;
(e) The Authority has complied, and will at the Closing be in compliance, in all material respects with the provisions of the Act;
(f) The Authority has duly authorized and approved the Pr...
Authority’s Representations and Warranties. The Authority makes the following representations and warranties, all of which shall survive Closing; that:
(a) The Authority is a body politic and corporate, duly created and existing under the Constitution and laws of the Commonwealth of Pennsylvania (the "Commonwealth"), and has, and at the date of Closing will have, full legal right, power and authority to: (i) enter into this Bond Purchase Agreement; (ii) execute and deliver the Bonds, the Trust Indenture, the Financing Agreement, this Bond Purchase Agreement and the Authority's tax certificate and the other various documents and certificates executed by the Authority in connection therewith (collectively, the "Authority Financing Documents"); (iii) issue, sell and deliver the Bonds to the Underwriter as provided herein; and (iv) carry out and consummate the transactions contemplated by the Authority Financing Documents and the Official Statement to be carried out and/or consummated by it;
(b) The sections entitled "INTRODUCTORY STATEMENT," "ABSENCE OF MATERIAL LITIGATION" (insofar as each such section relates to the Authority) and "THE AUTHORITY" contained in the Preliminary Official Statement as of its date did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading;
Authority’s Representations and Warranties. Authority represents and warrants to the Concessionaire that:
(a) it is duly organized, validly existing and in good standing under the laws of India;
(b) it has the financial standing and legal capacity to execute this Agreement and perform its obligations under this Agreement;
(c) it has taken all necessary approvals to execute this and perform its obligations under this Agreement;
(d) this Agreement constitutes legal, valid and binding obligations enforceable against it in accordance with the terms hereof;
(e) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of the GoI or the [insert the relevant State Government]47, which may result in any Material Adverse Effect on its ability to perform its obligations under this Agreement;
(f) it has complied with all Applicable Laws and Applicable Permits in all material respects;
(g) the Site is not subject to any mortgage, lien, charge or any other Encumbrance;
(h) it does not have any liability for any Taxes, or any interest or penalty in respect thereof, of any nature, that may constitute a lien against the Site; and
(i) all information provided by it in the RFP and this Agreement (including the Technical Specifications) in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects.
Authority’s Representations and Warranties. The Authority hereby represents and warrants to the WDO that as on the Effective Date:
10.1.1 it is validly existing under the laws of India, has full power and authority to execute this Agreement and the person signing this Agreement is duly authorized and competent to execute this Agreement;
10.1.2 its obligations under this Agreement will be legally valid and binding and enforceable against it;
10.1.3 it is subject to the laws of India;
10.1.4 the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, or constitute a default under, or accelerate performance required under the terms of any covenant, agreement, understanding, decree or Order to which, it is a party or by which, it or any of its properties or assets is bound or affected, and does not result in a violation of the Applicable Law;
10.1.5 it has complied with and is in compliance with all the Applicable Law, in all material respects and has not been subject to any fine, penalty, injunctive relief or any other civil or criminal liabilities which, in the aggregate, has or may have a material adverse effect on its ability to perform its obligations under this Agreement; and
10.1.6 it is a company limited by shares incorporated under the laws of India and has been properly constituted and is in continuous existence since incorporation.
Authority’s Representations and Warranties. The Authority represents and warrants to the Concessionaire that:
(i) it has the financial standing and capacity to perform its obligations under the Agreement;
(ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
(iii) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of the GoP or the GoPb which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; and
(iv) it has complied with Applicable Laws in all material respects;
Authority’s Representations and Warranties. The Authority represents and warrants to the Province, with the intent that it will rely thereon in entering into this Agreement and throughout the continuance of this Agreement, that:
Authority’s Representations and Warranties. The representations and warranties of the Authority contained in Section 9.1 shall survive and continue in full force and effect for the benefit of the Lessee as follows: (i) as to the representations and warranties contained in Sections 9.1(a) through 9.1(h), inclusive, and Section 9.1(n) without time limit and
Authority’s Representations and Warranties. To induce the BOCES to enter into this Lease and consummate the transactions contemplated hereby, the Authority hereby represents and warrants to the BOCES as of the date of execution and delivery hereof as follows:
Authority’s Representations and Warranties. As an inducement for Tenant to enter into this Agreement, Authority hereby represents and warrants to Tenant that:
(a) Authority is a body politic and corporate duly organized and validly existing in good standing under the laws of the State of Tennessee and has the full corporate power, authority and legal right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute and deliver this Agreement and perform its obligations hereunder.
(b) Authority has the corporate power, authority and legal right to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Authority have been duly authorized by all necessary corporate action on the part of Authority.
(c) This Agreement has been duly executed and delivered by Authority and constitutes a legal, valid and binding obligation of Authority, enforceable against Authority in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter affecting the enforcement of creditors’ rights in general and general principles of equity (whether applied in a Proceeding at law or in equity).
(d) The execution and delivery of this Agreement by Authority, the performance by Authority of its obligations hereunder and the consummation of the transactions contemplated hereby, do not and will not (i) violate, contravene or conflict with the charter or bylaws of Tenant or any law, order, rule or regulation applicable to Authority of any Governmental Authority having jurisdiction over Authority, or (ii) result in a breach of any of the material terms and provisions of, constitute (with or without the giving of notice or the lapse of time or both) a material default under, or result in the creation or imposition of any Lien upon any of Authority’s properties pursuant to, any indenture, contract, lease, mortgage, deed of trust or other instrument or agreement to which Authority is a party or by which Authority is bound.
(e) There are no Proceedings or investigations pending or, to the knowledge of Authority, threatened against Authority before any court, regulatory body, administrative agency or other tribunal or Governmental Authority (i) asserting the invalidity of this Agreement, (ii) s...
