We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Lessee Representations Warranties and Covenants Sample Clauses

Lessee Representations Warranties and Covenants. The representations and warranties of Lessee contained in this Section 5.01 are being made to induce Lessor to enter into this Lease, and Lessor has relied, and will continue to rely, upon such representations and warranties. Lessee represents and warrants to Lessor as follows as of the Effective Date:
Sample 1
Lessee Representations Warranties and Covenants. Lessee hereby represents and warrants to and agrees with Lessor that: (a) Lessee is a political subdivision of the State of California, within the meaning of Section 103(c) of the Code, and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such. (b) Lessee has the power and authority under applicable law to enter into the transactions contemplated by this Lease, any Payment Schedule and any Escrow Agreement and has been duly authorized to execute and deliver this Lease, all Payment Schedules and all Escrow Agreements and to carry out its obligations hereunder and thereunder. Lessee has provided to Lessor a full, true and correct copy of a resolution or other appropriate official action of Xxxxxx’s governing body specifically authorizing Lessee to execute and deliver this Lease, all Payment Schedules and Escrow Agreements and all documents contemplated hereby and thereby, including the delegation by Xxxxxx’s Governing Board to a designated officer to execute on Xxxxxx’s behalf all future Payment Schedules. Lessee has provided to Lessor a full, true, and correct copy of an Incumbency Certificate in substantially the form attached as Exhibit D hereto relating to the authority of the officers who have executed and delivered this Master Lease Agreement and who will execute and deliver this Master Lease Agreement on behalf of Xxxxxx. Lessee will provide in the future similar Incumbency Certificates with respect to each Payment Schedule and Escrow Agreement and all documents in connection therewith on behalf of Lessee. (c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Master Lease Agreement, any Payment Schedule and any Escrow Agreement, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Master Lease Agreement, any Payment Schedule and any Escrow Agreement. (d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way limits, restricts or prevents Lessee from entering into this Master Lease Agreement, any Payment Schedule and any Escrow Agreement, or performing any of its obligations hereunder or thereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally. (e) There is no action, suit, proceeding, inquiry...
Sample 1
Lessee Representations Warranties and Covenants. Lessee represents and warrants that the Equipment is free and clear of all claims, liens, security interests or other encumbrances or interests of any party. Lessee shall cause to be executed and delivered any and all such lien terminations, lien releases, reconveyances and like instruments and agreements from any party which has filed or recorded any instrument or filing which could give such party a claim against any of the Equipment or from any other party as Lessor may require. Lessee further agrees that it shall be solely responsible for, and shall make all payment of, any sales, use, property or other tax liability ("Taxes") arising for the account of Lessor or Lessee in connection with the sale and lease back transaction contemplated by this Rider.
Sample 1
Lessee Representations Warranties and Covenants 
Sample 1Sample 2Sample 3See All (4)

Related to Lessee Representations Warranties and Covenants

  • Representations, Warranties and Covenants The Pledgor hereby represents and covenants that: (a) it is (and will remain) the sole holder of each Luxembourg Basic Clearing Member Pledged Securities Accounts; (b) it is (and will remain) the owner of the Relevant Pledged Assets or otherwise entitled or authorised to pledge the Relevant Pledged Assets; (c) it has the right to pledge the Relevant Pledged Assets; (d) upon completion of the actions referred to in Clause 2.2 above, the Pledge shall be duly perfected and shall constitute a legal, valid and binding first ranking security interest of each Luxembourg Pledged Securities Account in favour of the Pledgee not subject to any prior or pari passu encumbrance and not liable to be avoided or otherwise set aside on the liquidation or insolvency of the Pledgor or otherwise; (e) it will not transfer, assign, dispose of, pledge or otherwise encumber hereafter, the Relevant Pledged Assets or any of its rights relating to any Luxembourg Basic Clearing Member Pledged Securities Account (otherwise than pursuant to the Pledge); (f) it will assist the Pledgee and generally make its best efforts, in order to obtain all necessary consents, approvals and authorisations from any relevant authorities in order to permit the exercise by the Pledgee of its rights and powers under this Schedule; (g) it has not taken any corporate action, nor have any other steps been taken or legal proceedings been started or threatened against it, for bankruptcy, insolvency, liquidation, or similar proceedings affecting the rights of creditors generally or for the appointment of an insolvency receiver, administrator, administrative receiver, trustee or similar officer of such company or of any or all of their assets or revenues; (h) it shall not take any action which may prejudice, directly or indirectly, the validity, the effectiveness or the enforceability of the Pledge or the rights of the Pledgee under or in connection with the Pledge or have a material adverse effect on any Basic Clearing Member Pledged Securities Account; and (i) it shall take all actions which the Pledgee may reasonably request to protect the validity, the effectiveness and the enforceability of the Pledge or the rights of the Pledgee under this Schedule, including against claims made by third parties. The Pledgor covenants to the Pledgee that until the Pledge shall be released by the Pledgee, it will immediately inform the Pledgee of any attachment, execution or other legal process commenced or threatened in respect of any Luxembourg Basic Clearing Member Pledged Securities Account or all or part of the Relevant Pledged Assets. The representations, warranties and covenants under this Clause 2.3 are made as of the date of the Agreement and are deemed repeated each time Relevant Pledged Assets are credited to any Luxembourg Basic Clearing Member Pledged Securities Account.

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers: (a) This Amendment and the other Financing Agreements executed and/or delivered by any Borrower or Guarantor in connection herewith (together with this Amendment, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantor which is a party hereto and, if necessary, their respective members or stockholders, as the case may be, and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of Borrowers and Guarantors contained herein or therein constitute legal, valid and binding obligations of Borrowers and Guarantors enforceable against them in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date. (c) As of the date hereof, no Default or Event of Default exists or has occurred and is continuing. (d) Neither the execution, delivery and performance of this Amendment or any other Amendment Document in connection therewith, nor the consummation of any of the transactions contemplated herein or therein (i) are in contravention of law or any indenture, agreement or undertaking (including the Indenture) to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound or (ii) violates any provision of the Certificate of Incorporation, Certificate of Formation, Operating Agreement, By-Laws or other governing documents of any Borrower or Guarantor.

Most Referenced Clauses

Most Referenced Definitions