Lessee Representations and Covenants Sample Clauses

Lessee Representations and Covenants. Lessee represents and covenants with Lessor that all financial and other information furnished to Lessor in connection with this Lease was, at the time of delivery to Lessor, true and correct in all respects. During the term of this Lease, Lessee shall furnish to Lessor such interim or annual financial statements as Lessor may request from time to time.
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Lessee Representations and Covenants. Lessee represents and warrants, and covenants and agrees, as follows and each such representation, warranty and covenant shall be deemed made and renewed as of the date hereof and as of the Commencement Date under each Schedule without the necessity of any further act or instrument:
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Lessee Representations and Covenants. Lessee is the owner of the Property in fee simple, and unless previously disclosed to Lessee, the Premises are free of any liens, claims, covenants, restrictions, rights of way, easements or other encumbrances that could prevent or limit the operation of the Equipment, or that are otherwise contrary to the terms of this Lease. Lessee has the full capacity, right, power and authority to execute, deliver and perform this Lease and all documents to be executed by Lessee related to this Lease and, if required, all action and approvals to authorize the execution, delivery and performance under this Lease have been duly taken and obtained. If applicable, the individuals signing this Lease and all other documents executed or to be executed pursuant to this Lease on behalf of Lessee are and shall be duly authorized to sign the same on Lessee’s behalf and to bind Lessee. This Lease and all documents to be executed by Lessee are and shall be binding upon and enforceable against Lessee in accordance with their respective terms, and this Lease will not result in a breach of, or constitute a default or permit acceleration of maturity under, any indenture, mortgage, deed of trust, loan agreement or other agreement to which Lessee or the Property is subject or by which Lessee or the Property is bound. Lessee has not received any notice of condemnation, zoning change or legal noncompliance relating to the Property, and Lessee will not institute or consent to any rezoning of the Property during the Term without Lessor’s consent.
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Lessee Representations and Covenants. (a) Lessee represents, covenants and warrants that: (i) For purposes of Section 103 Internal Revenue Code of 1986, as amended (the “Code”), Lessee is a state or a fully constituted political subdivision or agency of the State of Lessee (as set forth in the Leasing Schedule); (ii) the interest portion of the Lease Payments is excludable from Lessor's gross income pursuant to Section 103 of the Code; (iii) the execution, delivery and performance by Lessee of the Lease and all related documents and instruments executed by Lessee have been duly authorized by all necessary action on the part of Lessee; (iv) the Lease and all related documents and instruments executed by Lessee constitute legal, valid and binding obligations of Lessee enforceable in accordance with their terms except as limited by state and federal laws, regulations, rulings and court decisions relating to applicable bankruptcy, insolvency, reorganizations, moratoriums or similar laws affecting the enforcement of creditors' rights generally; (v) Lessee shall comply with the information reporting requirements of Section 149(e) of the Code, and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (vi) Lessee shall not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (vii) the Lease is not a private activity bond within the meaning of Section 141(a) of the Code, and Lessee shall not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (viii) Lessee shall not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Lease Payments to be or become includable in the gross income of the recipient for federal income taxation purposes under the Code; (ix) Lessee shall be the only entity or person (other than its employees within the scope of their employment) to own, use, manage or operate the Equipment during the Lease Term; (x) no event that constitutes, or with the giving of notice or the lapse of time or both would constitute, a Default exists as of the date hereof; (xi) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds to make the Lease Payments scheduled to come due for the current fiscal year and to me...
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Lessee Representations and Covenants. 34 Section 17.1 Representations and Warranties...........................34
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Lessee Representations and Covenants. 53 Section 20.1.
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Lessee Representations and Covenants. Part (c) LIENS AND ENCUMBRANCES, is rewritten in its entirety as follows: THE EQUIPMENT IS FREE AND CLEAR FROM ALL CLAIMS, LIENS AND ENCUMBRANCES WHATSOEVER ON THE PART OF LESSEE (I.E. OTHER THAN AS A RESULT OF LESSOR'S ACTIONS OR IN FAVOR OF LESSOR); LESSEE WILL DEFEND THE EQUIPMENT AGAINST ALL LIENS (OTHER THAT LIENS IMPOSED BY REASON OF LESSOR'S ACTIONS) AND WILL NOT SELL, ASSIGN, SUBLET, MORTGAGE, OR ALTER ANY OF THE EQUIPMENT LEASED HEREUNDER OR ANY INTEREST IN THIS LEASE, AND ANY ATTEMPT TO SO SELL, ASSIGN, SUBLET, MORTGAGE, HYPOTHECATE OR ALTER WILL CONSTITUTE A DEFAULT HEREUNDER AND SUCH SALE, ASSIGNMENT, SUBLEASE, MORTGAGE OR HYPOTHECATION WILL BE VOID AND WITHOUT EFFECT. FURTHERMORE, LESSEE MAY, FROM TIME TO TIME, REMOVE ANY OF THE EQUIPMENT FROM THE LOCATION SPECIFIED IN THE SCHEDULE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR PROVIDED, HOWEVER, IN NO EVENT SHALL MORE THAT FIFTEEN PERCENT (15%) OF THE AGGREGATE VALUE OF THE EQUIPMENT BE LOCATED IN PUERTO RICO AT ANY ONE TIME. In order to secure all obligations of Lessee hereunder, Lessee assigns and grants to Lessor a security interest in all rights, powers and privileges under any sublease of the Equipment hereafter authorized in writing by Lessor.
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Lessee Representations and Covenants. Lessee represents, warrants and covenants to Lessor that as of the date of this Master Agreement and for so long as this Master Agreement shall remain in effect: (a) all Equipment will be used by properly trained representatives of Lessee; (b) Lessee is duly organized and validly existing under applicable law in its jurisdiction of formation; (c) Lessee has the power and authority to enter into this Master Agreement; (d) the execution, delivery and performance of the Master Agreement by Lessee have been duly authorized; (e) the execution, delivery and performance of the Master Agreement by Lessee do not (1) conflict with any of Lessee’s organizational documents, (2) contravene, conflict with, constitute a default under or violate any laws applicable to the Lessee, (3) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any governmental authority by which Lessee or any of its subsidiaries or any of their property or assets may be bound or affected or (4) require any action by, filing, registration, or qualification with, or governmental approval from, any governmental authority not already obtained or completed; (f) the Master Agreement is enforceable against Lessee in accordance with its terms and such terms do not violate or create a default under any instrument or agreement binding on Lessee; (g) as of the date of its execution of this Master Agreement and as of the Delivery Date of any Equipment, there are no pending or threatened actions or proceedings before any court, administrative agency or other governmental authority related to this Master Agreement or the power or authority of Lessee to enter into this Master Agreement; (h) Lessee shall comply with the requirements of all applicable laws and regulations in the performance of this Master Agreement; (i) Lessee’s name set forth in the signature block below is Lessee’s full and accurate legal name; and (j) Lessee’s form and jurisdiction of organization, “location” (within the meaning of UCC Section 9-307), organization number and federal tax identification number are as set forth on Exhibit D hereto. Xxxxxx agrees to provide Xxxxxx advance written notice of any change in any of the representations and covenants set forth in clauses (g) through (l) of this Section 15.
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Lessee Representations and Covenants 
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Related to Lessee Representations and Covenants

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

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