Charterers’ representations and warranties Sample Clauses

Charterers’ representations and warranties. (a) The Charterers make the representations and warranties set out in this Clause 48 to the Owners on the date of this Charter: (i) Status each Obligor: (A) is a company or corporation (as applicable), duly incorporated in good standing and validly existing under the laws of its jurisdiction of incorporation; and (B) has the power to own its assets and carry on its business as it is being conducted; (ii) Binding obligations the obligations expressed to be assumed by each Obligor in the Transaction Documents to which it is a party are legal, valid, binding and enforceable obligations; (iii) Non-conflict with other obligations the entry into and performance by each Obligor of, and the transactions contemplated by, the Transaction Documents to which it is a party do not and will not conflict with: (A) any law or regulation applicable to it; (B) its constitutional documents; or (C) any material agreement or instrument binding on it or any of its assets;
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Charterers’ representations and warranties. The Charterer represents, undertakes and warrants to Owner that: (i) Charterer is and shall remain a legal entity duly organized and in good standing under the laws of its country of organization, duly qualified to do business in those jurisdictions where the nature of its activities or property requires such qualification and authorized to charter the Vessel and to perform its obligations under this Charter, and Charterer has taken all necessary corporate action to authorize the execution, delivery and performance of its obligations hereunder; (ii) the Ownership Undertaking has been executed concurrently herewith, in the form of Schedule IX and delivered to Owner, provided however that such Ownership, Undertaking shall be effective only upon effectiveness of this Charter and waiver or satisfaction of all conditions precedent in Clause 76. (iii) this Charter and the Ownership Undertaking shall remain legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, and with no defaults thereunder nor amendments thereto having any adverse effect on Owner’s rights hereunder; (iv) all filings, consents and approvals required for Charterer to perform its obligations hereunder have been obtained and true copies thereof have been delivered to Owner; and (v) neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein conflicts or will conflict with or results or will result in a breach of any provision of Charterer’s constitutive instruments or any law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any governmental authority or of any other agreement or instrument to which Charterer is a party, or constitutes or will constitute a default under any provision thereof.
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Related to Charterers’ representations and warranties

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

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

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

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

  • 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.

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • 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.

  • Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.

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

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.

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