LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS Sample Clauses
LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Section 6.01. Lessee's Representations and Warranties.................. 23 Section 6.02. Offering by Lessee....................................... 29 Section 6.03. Certain Covenants of Lessee.............................. 29 Section 6.04. Survival of Representations and Warranties............... 37
LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessee hereby represents, warrants and covenants to Lessor that:
LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 17.1 Lessee represents, warrants and covenants to Lessor each of the following:
(A) Lessee is a limited liability company duly organized, validly existing and in good standing under the laws of the state in which it is formed, and is duly qualified and authorized to do business wherever the nature of its activities or the ownership of its properties require such qualification and authorization.
(B) Lessee has the full power, authority and legal right to execute, deliver and perform the terms of this Lease. This Lease has been duly authorized by all necessary corporate action of Lessee and constitutes a valid and binding obligation of Lessee, enforceable in accordance with its terms.
(C) There is no law, nor any charter, bylaw or preference share provision of Lessee, nor any provision in any existing mortgage, indenture, contract or agreement binding upon Lessee, which would be contravened by the execution, delivery or performance by Lessee of this Lease.
(D) No consent of the shareholders or of any trustee or holder of any indebtedness of Lessee is or will be required as a condition to the validity of this Lease or, if required, all such consents have been duly obtained and certified copies thereof shall be delivered to Lessor.
(E) No registration with, or approval of, any governmental agency or commission is necessary for the execution, delivery or performance by Lessee of the terms of this Lease or for the validity hereunder; or, if required, all such registrations and approvals have been duly made or obtained and certified copies thereof shall be delivered to Lessor.
(F) There are no outstanding or unpaid judgments against Lessee, with the exception of those already disclosed to Lessor, and there is no action or proceeding pending or, insofar as Lessee knows, threatened against Lessee before any Court or administrative agency which in Lessee’s reasonable opinion might have any material adverse effect on the business, condition or operations of Lessee except as disclosed by Lessee to Lessor at time of execution of this Lease.
(G) Lessee is the holder of Air Carrier Certificate No. GUUA428B issued pursuant to 14 CFR §121 or 135, or other such certificates that may be deemed to replace the aforementioned certificate by the FAA.
LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 10.1 The Lessee and represents and warrants as follows:
10.1.1 the Lessee is a corporation duly incorporated and validly subsisting under the laws of the Province of its incorporation specified in a Lease Supplement, with full corporate power and authority to own its properties and to carry on its business as presently conducted in each and every jurisdiction and to enter into and perform its obligations under this Agreement.
10.1.2 this Agreement has been duly authorized, executed and delivered by the Lessee, and constitute a legal, valid and binding obligation of the Lessee, enforceable in accordance with its terms, subject only to such qualifications with respect thereto relating to creditors' rights generally and the enforcement of equitable remedies.
10.1.3 no approval is required from any public regulatory body or Person with respect to the entering into or performance of this Agreement by the Lessee or if any such approval is required, it has been properly obtained and evidence thereof satisfactory to the Lessor is being delivered to the Lessor concurrently with the execution of this Agreement.
10.1.4 the entering into, delivery and performance of this Agreement by the Lessee will not result in any breach of, or constitute a default under any indenture, mortgage, trust, loan, creditor security agreement or any other instrument, deed or agreement to which the Lessee is a party or by which the Lessee may be bound, or contravene any provision of any law, statute, rule or regulation to which the Lessee is subject, or any judgment, decree, order, permit or franchise applicable to the Lessee.
10.1.5 there are no actions, suits or proceedings pending or, to the knowledge of the Lessee threatened against the Lessee, its properties or affecting this Agreement or the transactions contemplated hereby which could, if adversely determined, affect the carrying out of such transactions.
10.1.6 it holds all licenses, certificates and permits from applicable agency or governmental authority for the conduct of its business as it is presently conducted.
10.1.7 it has delivered all necessary returns to all relevant taxation authorities and it is not in default in the payment of any taxes due and payable.
10.1.8 it is not in default under any agreement to which it is a party or by which it may be bound which would have a material adverse effect on its business, assets or condition.
10.2 The Lessee hereby covenants, as to itself and to each other, with the Lessor that:
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LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) Lessee warrants and represents the following as of the date hereof: (i) Lessee is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and is duly qualified and authorized to do business in the state where the Equipment will be located;
LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessee represents, warrants and agrees as follows:
LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessee represents, warrants, and covenants that: (a) the Aircraft will not constitute "property used predominantly outside the United States", "public utility property", or "tax-exempt use property" within the meaning of Sections 168(i)(10) or 168(h) of the Code and (b) neither Lessee nor any member of any group of corporations, limited liability companies, partnerships, or other organizations with which Lessee files consolidated, combined or unitary income or franchise tax returns will file any tax return or other document which is inconsistent with the treatment of the Lessor as the owner of the Aircraft for income tax purposes.
LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessee hereby represents, warrants and covenants to Landowner as follows: Landowner expressly reserves the right to use the properties adjacent to the solar array shown on Exhibit A for any purpose to the extent such use by Landowner does not, currently or in the future, interfere with Lessee’s operations hereunder or enjoyment of the rights hereby granted. Lessee shall make reasonable efforts not to disturb Landowner’s activities on the properties adjacent to the Property and to the extent such activities are consistent with Lessee’s rights under this Agreement. Lessee shall consult with Landowner on its site development plan prior to construction of any Solarpower Facilities, showing Landowner the proposed location of Solarpower Facilities, roads and electric power lines, before making Lessee’s final decisions as to location of Solarpower Facilities on the Property, but Lessee shall make all final siting decisions in its sole and absolute discretion. Lessee shall post the access roads it constructs going to the Solarpower Facilities as being private roads only for use by authorized personnel in connection with the Solarpower Facilities. Landowner may use or cross such roads only to the extent that Landowner does not interfere with Lessee’s rights under this Agreement.
LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessee represents and warrants to Lessor the following as of the Effective Date and covenants that throughout the Term:
LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessee represents, warrants and covenants to Lessor as at the date of this Agreement and on the Delivery Date, on the basis of the facts and circumstances as at the relevant date, that: