Lessee Representations. Upon execution of an Addendum, the Lessee identified in the Addendum, in order to induce Manager to enter into this Agreement, will be deemed to hereby represent and warrant to Manager as of the date of such Addendum as follows:
5.01.1. The execution of this Agreement is permitted by the organizational documents of Lessee and this Agreement has been duly authorized, executed and delivered on behalf of Lessee and constitutes the legal, valid and binding obligation of Lessee enforceable in accordance with the terms hereof;
5.01.2. There is no claim, litigation, proceeding or governmental investigation pending, or, to the best knowledge and belief of Lessee, threatened, against or relating to Lessee, the properties or businesses of Lessee or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially or adversely affect the ability of Lessee to enter into this Agreement or to carry out its obligations hereunder, and, to the best knowledge and belief of Lessee, there is no basis for any such claim, litigation, proceeding or governmental investigation except as has been fully disclosed in writing by Lessee to Manager;
5.01.3. Neither the consummation of the transactions contemplated by this Agreement on the part of Lessee to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Lessee is a party or by which it is bound;
5.01.4. No approval of any third party (including any Landlord or the Holder of any Hotel Mortgage in effect as of the date of this Agreement) is required for Lessee’s execution, delivery and performance of this Agreement that has not been obtained prior to the execution hereof;
5.01.5. Lessee holds all required governmental approvals required (if applicable) to be held by it to own or lease the Hotel; and
5.01.6. As of the date of this Agreement there are no defaults under any of the Leases.
Lessee Representations. Lessee hereby represents that, with respect to this Agreement and each Lease: (a) the execution, delivery and performance thereof by Lessee have been duly authorized by all necessary corporate action; and (b) the individual executing such document is duly authorized to do so; (c) such document constitutes a legal, valid and binding obligations of Lessee, enforceable in accordance with its terms.
Lessee Representations. Lessee hereby represents that, with respect to this Agreement, and each Schedule, certificate evidencing acceptance of equipment, assignment of purchase order, insurance letter, proposal letter, UCC financing statement, or other document now or hereafter executed by Lessee in connection with any Lease (collectively, "LEASE DOCUMENTS"): (a) the execution, delivery and performance thereof by Lessee or its attorney-in-fact have been duly authorized by all necessary corporate, partnership or company action; (b) the person executing such documents is duly authorized to do so; and (c) such documents constitute legal, valid and binding obligations of Lessee, enforceable in accordance with their terms.
Lessee Representations. Lessee represents that: (a) this Agreement and any documents required to be delivered in connection with this Agreement (collectively, the “Documents”) have been duly authorized by Lessee in accordance with all applicable laws, rules, ordinances and regulations; (b) the Documents are valid, legal, binding agreements, enforceable in accordance with their terms and the person(s) signing the Documents, if applicable, have the authority to do so, are acting with the full authorization of Lessee’s governing body, and hold the offices indicated below their signatures; (c) the Leased Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of Lessee’s authority and shall be used during the Lease Term only by Lessee to perform such function; (d) Lessee intends to use the Leased Equipment for the entire Lease Term and shall take all necessary action to include in Lessee’s annual budget any funds required to fulfill Lessee’s obligations each fiscal period during the Lease Term;
Lessee Representations. Lessee represents and warrants to Lessor that
(a) Lessee is a body corporate and politic duly organized, validly existing and in good standing under the laws of the state of its incorporation; (b) Lessee will authorize the signing, delivery, and performance of each Schedule before signing it; (c) when fully executed and delivered, this Agreement and each Schedule will be a legal, valid and binding agreement of Lessee, enforceable against Lessee in accordance with its terms subject to applicable bankruptcy and other laws, and will not violate or create a default under any law, rule, regulation, judgment, order, instrument, agreement, or charter document binding on Lessee or its property; (d) no consent or approval of, notice to, or filing with any governmental authority is required for Lessee to sign, deliver or perform this Agreement and each Schedule other than may be required to file financing statements; (e) there are no pending or threatened actions or proceedings before any court or administrative agency that could have a material adverse effect on Lessee, nor is Lessee in default under any material loan, lease or purchase obligation; and (f) all information furnished and to be furnished by Lessee to Lessor is and will be true and correct and complete; and (g) all financial statements regarding Lessee furnished and to be furnished by Lessee to Lessor have been and will be prepared according to generally accepted accounting principles.
Lessee Representations. Lessee hereby represents, warrants and covenants that with respect to this Master Agreement and each Lease entered into hereunder:
(A) The execution, delivery and performance thereof by the Lessee have been duly authorized by all necessary corporate action;
(B) The individual executing such was duly authorized to do so;
(C) This Master Agreement and each Lease constitute the legal, valid and binding obligations of the Lessee enforceable in accordance with their respective terms.
Lessee Representations. Lessee warrants and represents that (a) all legal action has been taken to permit Lessee to execute and perform this Lease; (b) its entering into and performance of this Lease will not violate any law or regulation applicable to Lessee; (c) this Lease constitutes a legal, valid, and binding obligations, enforceable against Lessee in accordance with its terms; (d) all financial or other statements furnished or made to Lessor by Lessee are true and correct in all material respects; and (e) Lessee is in good standing in its state of incorporation and is in good standing and is entitled to own properties and to carry on a business in the state where the Equipment is to be located. Any person signing this Lease for Lessee warrants that he is duly authorized and empowered to do so.
Lessee Representations. Lessee represents and warrants as follows:
a) Lessee is not insolvent, in receivership or in default of any of its financial obligations; and
b) At OHA’s request, Lessee will provide information regarding employment and income derived from agricultural work for its workers in order for OHA to verify worker eligibility for housing.
c) The Leased Property is to be used for living accommodations for Lessee’s employees only.
Lessee Representations. Lessee represents and warrants to Lessor that the following are true and correct as of the date hereof:
Lessee Representations. The Lessee makes the representations and warranties set out in this Clause 14.1 to the Lessor.
