Indemnitor’s Representations and Warranties. Indemnitor represents and warrants that:
(a) if Indemnitor is a corporation, a limited liability company, a statutory trust or partnership, it has the full corporate/ limited liability company/ partnership/ trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement by Indemnitor has been duly and validly authorized; and all requisite corporate/ limited liability company/ partnership/ trust action has been taken by Indemnitor to make this Agreement valid and binding upon Indemnitor, enforceable in accordance with its terms;
(b) if Indemnitor is a corporation, a limited liability company, a statutory trust or a partnership, its execution of, and compliance with, this Agreement is in the ordinary course of business of Indemnitor and will not result in the breach of any term or provision of the charter, by-laws, partnership, operating or trust agreement, or other governing instrument of Indemnitor or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Indemnitor or the Property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Indemnitor or the Property is subject;
(c) to the best of Indemnitor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened against it which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of Indemnitor, or in any material impairment of the right or ability of Indemnitor to carry on its business substantially as now conducted, or in any material liability on the part of Indemnitor, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of Indemnitor contemplated herein, or which would be likely to impair materially the ability of Indemnitor to perform under the terms of this Agreement;
(d) it does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
(e) to the best of Indemnitor’s knowledge, no approval, authorization, order, license or consent of, or registration or filing with, any governme...
Indemnitor’s Representations and Warranties. Each Indemnitor represents and warrants that:
Indemnitor’s Representations and Warranties. Indemnitor represents and warrants that:
Indemnitor’s Representations and Warranties. Each Indemnitor represents and warrants that:
(a) it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement by Indemnitor has been duly and validly authorized; and all requisite action has been taken by Indemnitor to make this Agreement valid and binding upon Indemnitor, enforceable in accordance with its terms;
(b) its execution of, and compliance with, this Agreement is in the ordinary course of business of Indemnitor and will not result in the breach of any term or provision of the charter, by-laws, partnership or trust agreement, or other governing instrument of Indemnitor or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Indemnitor or the Property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which Indemnitor or the Property is subject;
(c) it does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
(d) to the best of Indemnitor’s knowledge, no approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Agreement; and
(e) this Agreement constitutes a valid, legal and binding obligation of Indemnitor, enforceable against it in accordance with the terms hereof.
Indemnitor’s Representations and Warranties. Each Indemnitor represents and warrants that:
(a) it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement by such Indemnitor has been duly and validly authorized; and all requisite action has been taken by such Indemnitor to make this Agreement valid and binding upon such Indemnitor, enforceable in accordance with its terms;
(b) its execution of, and compliance with, this Agreement is in the ordinary course of business of such Indemnitor and will not result in the breach of any term or provision of the charter, by-laws, partnership, operating or trust agreement or other governing instrument of such Indemnitor or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which such Indemnitor or any Individual Property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which such Indemnitor or any Individual Property is subject; 15 Environmental Indemnity Agreement
Indemnitor’s Representations and Warranties. Indemnitor makes the following representations and warranties to the best of his, her or its knowledge, which shall survive the execution and delivery of this Agreement:
a. Indemnitor has the power and authority to execute, deliver, and carry out the terms and provisions of this Agreement and has duly authorized, executed, and delivered the same.
b. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, nor the compliance with the terms and provisions hereof, will contravene any provision of law, statute, rule, or regulation to which Indemnitor is subject or any judgment, decree, franchise, order, or permit applicable to Indemnitor, or will conflict or will be inconsistent with, or will result in any breach of, any of the terms, covenants, conditions, or provisions of, or constitute a default under, or result in the creation or imposition of any lien, security interest, charge, or encumbrance upon any of the property or assets of Indemnitor pursuant to the terms of, any indenture, mortgage, deed of trust, agreement, or other instrument to which Indemnitor is a party or may be bound or subject.
c. No consent or approval of, or exemption by, any governmental or public body or authority is required to authorize, or is required in connection with the execution, delivery, and performance of, this Agreement or of any of the instruments or agreements herein referred to by Indemnitor, or the taking of any action hereby contemplated to be taken by Indemnitor.
Indemnitor’s Representations and Warranties. Indemnitor represents and warrants that Indemnitor (and its representative, executing below, if any) has full power, authority and legal right to execute this Agreement and to perform all its obligations under this Agreement.
Indemnitor’s Representations and Warranties. On behalf of themselves and their respective agents, Indemnitor represents, warrants and confirms that, to the best of Indemnitor's knowledge, following due investigation, the representations and warranties made by Indemnitor in the Development Agreement t and the other Pre-Closing Agreements relating to Hazardous Materials, Hazardous Materials Laws, Access Laws and Building Laws are true and correct and that Indemnitor has no knowledge, following diligent investigation, of any information that would make such representations and warranties of Indemnitor false or misleading.
Indemnitor’s Representations and Warranties. Borrower hereby makes each of the representations and warranties set forth in Sections 6.1(c), (d) and (h) of the Credit Agreement as if the same were set forth herein. Each Guarantor hereby makes each of the representations and warranties made by the Borrower in Sections 6.1(c), (d) and (h) of the Credit Agreement to the extent applicable to such Guarantor.
Indemnitor’s Representations and Warranties. Indemnitors represent and warrant that:
