Grantor Representations and Warranties. Each of Grantor and Manager hereby severally and not jointly represents and warrants to Participant as follows:
(a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the power and authority to carry on its present business and operations and to enter into and perform its obligations under this Agreement;
(b) this Agreement has been duly and validly authorized, executed and delivered by it and is the legal, valid and binding obligation of Grantor and enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles;
(c) Neither the execution, delivery or performance of this Agreement by it nor consummation of the transactions contemplated hereby will violate or contravene any law, rule, regulation, order, agreement, or instrument affecting it or the Grantor Interest; and
(d) No proceedings are pending against it or to the best of its knowledge, threatened against it before any governmental authority that will materially and adversely affect (i) the Grantor Interest or the obligations assumed hereunder, or (ii) any action taken or to be taken by it under this Agreement.
Grantor Representations and Warranties. The Grantor hereby represents, warrants, and covenants that: (a) the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; and (c) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations. The Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.
Grantor Representations and Warranties. The Grantor hereby represents, warrants, and covenants that: (a) the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; (c) the Collateral is free from any and all claims, encumbrances, rights of setoff or any other security interest or lien of any kind except for the security interest in favor of the Secured Party created by this Agreement and (d) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations, and such security interest is first priority. The Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.
Grantor Representations and Warranties. To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Company thereunder, each Grantor jointly and severally hereby represents and warrants to the Administrative Agent and each Lender that:
Grantor Representations and Warranties. Grantor represents, warrants and covenants that:
(a) Grantor’s chief executive office and the books and records relating to the Collateral are located at Grantor’s place of business at 0000 X. Xxxx Xxxxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxx 00000.
(b) Grantor will not move its chief executive office or the books and records specified in Section 6(a) hereof, change its name or change the choice of legal entity under which it operates or the state under whose laws it is organized, without Bank’s prior written consent.
(c) No Collateral is, or will be, maintained at any location other than as specified in Section 6(a) hereof.
(d) The information contained in the “Perfection Certificate” attached hereto as Exhibit A and dated contemporaneously herewith from Grantor to Bank is true and correct.
Grantor Representations and Warranties. In order to induce Assignee to accept this Assignment, Grantor hereby represents and warrants to Assignee and Assignee’s successors and assigns that (a) Grantor is the sole, absolute owner of the Grantor Property; (b) the documents constituting the Loan Property are each valid, binding, in full force and effect, and enforceable against Grantor in accordance with their terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (
Grantor Representations and Warranties. The Grantor hereby represents, warrants, and covenants that: (a) the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; (c) the Collateral is free from any and all claims, encumbrances, rights of setoff or any other security interest or lien of any kind except for the security interest in favor of the Secured Party created by this Agreement; (d) all of Grantor’s interests in the Grantor’s registered Trademarks, Trademark applications, registered Copyrights and Copyright applications are identified on Schedule A hereto (the “Registered IP”); (e) Grantor is the owner of the Registered IP included in the Collateral, free and clear of any liens; and (f) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations, and, assuming Secured Party takes the actions necessary to perfect such security interest, such security interest is first priority. The Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.
Grantor Representations and Warranties. Without prejudice to any warranties or conditions implied by the Laws, the Grantor represents and warrants to the Concessionaire that on the Effective Date:
4.2.1 the Grantor has full legal power, authority and right to enter into this Agreement and to assume and perform its rights and obligations as set out in this Agreement;
4.2.2 the State or the Current Operator has full ownership of each of the Concession Assets transferred to the Concessionaire as of the Concession Commencement Date, free and clear of any Encumbrances and/or Third Party rights, except those Encumbrances and/or Third Party rights disclosed in the Data Room;
4.2.3 the State has full ownership of the Concession Site, free and clear of any Encumbrances and/or Third Party rights, except those Encumbrances and/or third Party rights disclosed in the Data Room;
4.2.4 there are no proceedings, actions, Claims or investigation, pending or, the Grantor, affecting the validity of (i) the Tender, (ii) this Agreement or (iii) the Concession;
4.2.5 to its knowledge, all Transferring Contracts are legally valid, binding and enforceable in accordance with their terms;
4.2.6 to its knowledge, between the Final Disclosure Date and the Effective Date, the Current Operator has managed and operated, and manages and operates until the Concession Commencement Date, the Airport in the ordinary course of business and in compliance in all material respects with the Laws;
4.2.7 between the Final Disclosure Date and the Effective Date, the Current Operator has not:
(a) modified the terms or conditions of employment by it of any Employee by increasing any monetary employment compensation or optional social benefits and pension of any of the Employee or in general amend the provisions of the employment contracts resulting in more favourable conditions to the Employee and more onerous towards the Concessionaire; and/or
(b) increased the number of Employees, such that the total cost per annum to the Concessionaire of employing the Employees is increased compared to the total cost existing on the day immediately preceding the Final Disclosure Date.
4.2.8 between the Final Disclosure Date and the Effective Date, the Current Operator and the Grantor have not amended or renewed any Transferring Contracts, or (ii) entered into new third-party contracts, such that on Concession Commencement Date, the Current Operator and the Grantor would contravene the provisions of Clause 2.6 (No material changes during Transition Perio...
Grantor Representations and Warranties. Grantor hereby represents and warrants to Grantee the following:
(a) Grantor is the sole legal and record owner of the Property, subject to rights of the public to use the Property for public roads and recreational trails;
(b) Grantor has the right and authority to grant the Easements to Grantee and to enter into this Agreement and the signer/representative has obtained permission and authority to sign on behalf of Grantor, and that the signing and performance contemplated by and under this Agreement does not violate any law under which Grantor is organized, and the charter, ordinances or resolutions or code of laws or any court orders, judicial decrees or contracts, affecting Grantor; and
(c) Except for existing utility crossings, Grantor has not granted any other rights-of-way, easements, leases, licenses, permits, agreements, permissions, covenants, conditions, servitudes, grants, rights or the like for the purpose of installing, constructing and operating pipeline(s) for the gathering, conveyance and transportation of natural gas and/or water on, under, across, through and crossing the Permanent Pipeline Easement and the Property and Grantor will not do so for as long as this Agreement is in effect, unless any of the aforesaid is requested by a governmental entity other than Grantor, in which case any activity should be previously coordinated with and subject to approval by Grantee (in its sole discretion) as permitted by law.
Grantor Representations and Warranties. Grantor hereby represents and warrants to the County as follows:
X. Xxxxxxx certifies and affirmatively represents to County that Grantor has fee simple title to the Donated Property and has the legal authority to convey the Donated Propertyto the County prior to the Closing.
B. Grantor has not granted to any other person or other legal entity any contract right or option whatsoever to acquire the Donated Property or any portion or portions thereof or any interest therein, except as provided herein or in the public records. Grantor shall not transfer or encumberany interest in the Donated Property prior to Closing.
C. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein shall not and do not constitute a violation or breach by Grantor of any provisions of any agreement or other instrument to which it is a party or to which it maybe subject although not a party or result in or constitute a violation or breach of any judgment, order, writ, injunction or decree issued against Grantor.
D. Grantor assumes all risk of loss or damage to the Donated Property prior to the Closing andwarrants that the Donated Property shall be transferred and conveyed to the County in the same or essentially the same condition as of the date of Grantor's execution of this Agreement, ordinary wear and tear excepted, and Grantor shall prevent and refrain from any use of the Donated Property for any purpose or in any manner that would diminish its market or conservation value. Grantor will maintain the landscaping (if any) and grounds in a comparable condition and will not engage in or permit any activity that would materially alter the Donated Property. If the condition of the Donated Property is materially altered by an act of God or other natural force beyond the control of Grantor prior to Closing, however, the County may elect, at its sole option, to terminate this Agreement and neither party shall have any further obligations under this Agreement.
E. Subject to anything disclosed by the Survey, Grantor represents and warrants that there are no parties in occupancy of any part of the Donated Property.
X. Xxxxxxx warrants to the best of Grantor’s knowledge and except as known by the County that there are no private or governmental actions, suits, proceedings, or investigations pending against Grantor or the Donated Property which could have an adverse effect on the Donated Property.
