Lessee Representations and Warranties. Lessee hereby represents, warrants and covenants that: (i) Lessee has adequate power and capacity to enter into the Lease, any Schedule, and any other documents required to be delivered in connection with this Lease (collectively, the “Documents”); (ii) the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or, to the best knowledge of Lessee, threatened against Lessee which will impair its ability to perform under the Lease; and all information supplied to Lessor is accurate and complete; (iii) Lessee’s entering into the Lease and leasing the Property and financing any Financed Items does not and will not (a) violate any judgment, order or law applicable to the Lease, Lessee or Lessee’s organizational documents; or (b) result in the creation of any lien, security interest or other encumbrance upon the Property, other than as granted hereunder; (iv) all information and representations furnished by Lessee to Lessor concerning the Property and Financed Items are accurate and correct; (v) the Property is personal property and when placed in use by Lessee will not be or become fixtures under applicable law; (vi) if Lessee is a business entity, it is and shall be validly existing and in good standing under laws of the state of its organization, and Lessee shall give written notice to Lessor within 30 days of any termination or revocation of Lessee’s existence by its state of organization. Lessee shall not change its state of organization, headquarters or residence without providing prior written notice to Lessor; (vii) the persons signing the Documents are acting with all necessary authority and hold the offices indicated below their signatures, which are genuine; (viii) all financial data of Lessee or of any consolidated group of companies of which Lessee is a member (“Lessee Group”) delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee, or of the Lessee Group, as of the stated date and period(s); (ix) since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of Lessee or of the Lessee Group; (x) Lessee has not received any tax or accounting advice f...
Lessee Representations and Warranties. Lessee represents and warrants to Owner as follows:
(a) Lessee has all necessary authority to enter into this Agreement for the lease of the Aircraft from Owner; and
(b) Lessee has not entered into this Agreement for the purpose of engaging in the sale of air transportation services or for compensation or hire in contravention of the rules and regulations of the FAA.
Lessee Representations and Warranties. Lessee represents and warrants to Lessor that as of the date it enters into an Agreement:
a. all representations made, and any information supplied (including those related to financial status, Products and prices) are true, accurate and complete; and
b. Lessee has selected each Product listed in the Schedule and accepts responsibility for its use and the results obtained therefrom.
Lessee Representations and Warranties. As of the date of this Lease, Lessee represents and warrants to Lessor as follows.
(a) Lessee is a limited liability company, duly organized, validly existing, and in good standing under the laws of the State of and is qualified to transact business in the Commonwealth of Massachusetts.
(b) Lessee has legal capacity to enter into and perform this Lease.
(c) The execution of this Lease has been duly authorized, and each person executing this Lease on behalf of Lessee has authority to do so and to bind Lessee.
(d) To Lessee’s knowledge, there is no pending or threatened action, suit, proceeding, inquiry, or investigation before or by any judicial court or administrative or law enforcement agency against or affecting Lessee or its properties wherein any unfavorable decision, ruling, or finding would materially and adversely affect the validity or enforceability of this Lease or Lessee’s ability to carry out its obligations under this Lease.
(e) To Lessee’s knowledge, none of the documents or other written or other information furnished by or on behalf of Lessee to Lessor or Lessor’s agents pursuant to this Lease contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading.
Lessee Representations and Warranties. Lessee represents and warrants that:
19.1 Lessee will use the Aircraft solely for and on account of his own personal use, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo for compensation or hire.
19.2 Lessee shall refrain from incurring any mechanic’s or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft, whether permissible or impermissible under this Agreement, nor shall there be any attempt by Lessee to convey, mortgage, assign, lease, sublease, or any way alienate the Aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien.
19.3 During the Term of this Agreement, Lessee will abide by and conform to all Applicable Laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the use of the Aircraft by a time sharing lessee.
Lessee Representations and Warranties. In addition to representations and warranties set forth above, Lessee represents and warrants to Lessor that:
Lessee Representations and Warranties. Lessee hereby represents and warrants to Lessor that as of the Effective Date:
Lessee Representations and Warranties. Lessee hereby represents and warrants as of the date hereof and on each Funding Date for the benefit of each other party hereto that:
(a) Lessee (i) is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures to be so qualified which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Lessee's ability to perform its obligations under the Operative Documents or on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Guarantor and its Subsidiaries taken as a whole.
(b) Lessee has the corporate power and authority to execute, deliver and perform the terms and provisions of each of the Operative Documents to which it is party and has taken all necessary corporate action to authorize the execution, delivery and performance by it of each of such Operative Documents. Lessee has duly executed and delivered each of the Operative Documents to which it is party, and each of such Operative Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
(c) Neither the leasing of the Equipment, the execution, delivery or performance by Lessee of the Operative Documents to which it is a party, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will, after giving effect to any waivers, conflict with or result in any material breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lie...
Lessee Representations and Warranties. Lessee’s representations and warranties under this Ground Lease are limited to the following specific representations and warranties. Lessee hereby warrants and represents to the Lessor throughout the Term the following: (1) Lessee has full power and authority to enter into and perform this Ground Lease in accordance with its terms and does not require the consent of any third party that has not been secured, and all requisite action (corporate, trust, partnership, membership or otherwise) has been taken by Lessee in connection with entering into this Ground Lease, the instruments referred to herein, and the consummation of the transactions contemplated herein. No further consent of any partner, shareholder, creditor, investor, judicial or administrative body, governmental authority or other party is required; (2) this Ground Lease and all documents required to be executed by Lessee are and shall be valid, legally binding obligations of and enforceable against Lessee in accordance with their terms; (3) Neither the execution and delivery of this Ground Lease and documents referred to herein, nor the incurring of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Ground Lease and the documents referred to herein conflict with or result in the material breach of any terms, conditions, or provisions of, or constitute a default under any bond, note or other evidence of indebtedness, or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease, or other agreements or instruments to which Lessee is a party; (4) No representation, warranty or statement of Lessee in this Ground Lease or any of the exhibits attached hereto contains any untrue statement of a material fact or omits a material fact necessary to make the representation, warranty or statement not misleading; (5) Lessee enters into this Ground Lease without reliance on verbal representations by the Lessor, its employees, agents, officials or consultants, regarding any aspect of the Real Property, the Project, its feasibility, financing, or compliance with any governmental regulation; (6) As of the Commencement Date, Lessee is not in default under this Ground Lease and no event has occurred that, with the passage of time or the giving of notice or both, would constitute a default of Lessee under this Ground Lease; (7) The persons executing this Ground Lease and the instruments referred to herein on...
Lessee Representations and Warranties. 5.1 Lessee represents and warrants that it is duly constituted under the laws of this country and is qualified to enter into and execute these presents;
5.2 All action/ approvals necessary or required on the part of the Lessee have been taken to authorize and empower the Lessee to enter into and perform under these presents.
