Buyer’s Representations. Buyer represents and warrants to, and covenants with, Seller as follows:
Buyer’s Representations. Buyer hereby represents and warrants to Seller as of the date hereof and as of the time of transfer of each Aircraft and the Spares Package, as follows:
(1) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. Buyer has all requisite power and authority to enter into and perform its obligations under this Agreement and the other documents referred to herein to which Buyer is a party (the “Buyer Documents”).
(2) This Agreement has been, and on or prior to the applicable Closing Date, the applicable Buyer Documents will have been, duly authorized, executed and delivered by Buyer. This Agreement constitutes, and the other Buyer Documents, when executed and delivered, will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general principles of equity.
(3) None of the execution, delivery or performance by Buyer of this Agreement, or any of the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, will contravene any applicable law binding on Buyer or any of its property, or any provision of the certificate of incorporation or by-laws of Buyer, or will result in a breach of, or constitute a default under, or contravene any provision of, any mortgage, deed of trust, indenture or other material agreement or instrument to which Buyer is a party or by which Buyer or all or any of its property or assets may be bound.
(4) None of the execution, delivery or performance by Buyer of this Agreement or the other Buyer Documents, or the consummation by Buyer of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state governmental authority or the terms and provisions of this Agreement or any Buyer Document, except such as have been, or will be, obtained, effected, waived or paid on or prior to the Closing Date.
(5) There are no pending or, to the best of Buyer’s knowledge, threatened investigations, suits or proceedings against Buyer or affecting Buyer or its prop...
Buyer’s Representations. Buyer represents and warrants to Seller as of the Effective Date and as of each date of the Closing Period, as follows:
Buyer’s Representations. Buyer represents and warrants to Seller that:
Buyer’s Representations. The Buyer represents and warrants to the Seller:
(i) the Buyer is a corporation organized and existing in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Agreement;
(ii) neither the execution and delivery by the Buyer of this Agreement, nor the consummation of any of the transactions by the Buyer contemplated thereby, nor the performance by the Buyer of the obligations thereunder, constitutes a breach of any agreement to which the Buyer is a party or by which its assets are bound;
(iii) this Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.
Buyer’s Representations. Buyer makes the following representations and warranties to Seller as of the execution of this Agreement and as of Closing:
Buyer’s Representations. Buyer makes the following representations and warranties to Seller that:
4.2.1 Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware.
4.2.2 Buyer has full right, power and authority and is duly authorized to enter into this Agreement and, as of the Closing Date, to perform each of these covenants to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
4.2.3 Neither Buyer nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities.
4.2.4 No authorization, consent or approval of any governmental authority (including, without limitation, courts) is required for the execution and delivery by Buyer of this Agreement or the performance of its obligations hereunder.
4.2.5 There are no actions, suits or proceedings pending, or, to the best of Buyer’s knowledge, threatened against Buyer that would impair its ability to perform its obligations under this Agreement.
4.2.6 Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as the...
Buyer’s Representations. Buyer makes the following representations and warranties to Seller that, to the best of Buyer’s knowledge:
4.2.1 Buyer is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware.
4.2.2 Buyer has full right, power and authority and is duly authorized to enter into this Agreement and, as of the Closing Date, to perform each of these covenants to be performed by Buyer hereunder and to execute and deliver and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement and this Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
Buyer’s Representations. Buyer's warranties and representations set forth herein shall be true and correct as of the Closing Date;
