Lessor Representations and Warranties. Lessor hereby represents and warrants to Lessee that as of the Effective Date:
Lessor Representations and Warranties. As of the date of this Lease, Lessor represents and warrants the following to Lessee.
(a) Lessor is a municipal corporation.
(b) Lessor 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 Lessor has authority to do so and to bind Lessor.
(d) To Lessor’s knowledge, none of the documents or other written or other information furnished by or on behalf of Lessor to Lessee or Lessee’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.
Lessor Representations and Warranties. For Benefit of Lenders, Certificate Holders, the Administrative Agent and the Collateral Agent...............................................
Lessor Representations and Warranties. Lessor represents and warrants to Lessee that the following statements are true and correct as of the Effective Date:
1.1.1. Lessor is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease, and operate its business as currently conducted.
1.1.2. Lessor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding agreement of Lessor, enforceable against Lessor in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).
1.1.3. Neither the execution, delivery and performance of this Agreement nor the consummation by Lessor of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the organizational documents of Lessor, (ii) conflict with, result in any violation or breach of, constitute a default under, require any notice or consent under, result in the creation of any lien on Lessor’s assets, or create any right of termination under the conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Lessor is a party.
1.1.4. No approval, authorization, order, consent, declaration, registration or filing with any Governmental Authority is required for the valid execution and delivery of this Agreement by Xxxxxx, except such as have been duly obtained or made.
1.1.5. Lessor has all the rights required to enter into this Agreement and perform its obligations hereunder without the consent of any third party that has not been obtained and is in effect as of the date hereof.
1.1.6. There are no pending or, to Xxxxxx’s knowledge, threatened claims, disputes, governmental investigations, suits, actions, arbitrations, legal, administrative or other proceedings, domestic or foreign, criminal or civil, at law or in equity, against Lessor that challenge the enforceability of this Agreement or the ability of Lessor to consummate the transactions contemplated hereby.
1.1.7. All activities and operations of Lessor in connection with the Landfill and the WM Property are in compliance in al...
Lessor Representations and Warranties. The Lessor’s representations and warranties under this Ground Lease are limited to the following specific representations and warranties. The Lessor hereby warrants and represents to Lessee throughout the Term the following: (1) The Lessor has the legal power, right, and authority to enter into this Ground Lease and the instruments referred to herein and to consummate the transactions contemplated herein; and all requisite action has been taken by the Lessor in connection with entering into this Ground Lease, the instruments referred to herein, and the consummation of the transactions contemplated herein; (2)To the Lessor’s knowledge, except as has been disclosed to Lessee, the Lessor has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, released or produced hazardous substances on or under the Real Property, and no underground storage tanks exist on the Real Property, except in compliance with environmental laws currently in effect, and the Lessor has not received notice of the release of any hazardous substances on the Real Property; (3) To the Lessor’s knowledge, there is no litigation, action, suit, or any condemnation, environmental, zoning, or other government proceeding pending or threatened, which may affect the Real Property or the Lessor’s ability to perform its obligations under this Ground Lease (including all Legal Requirements with respect to Hazardous Substances); (4) To the Lessor’s knowledge and except as otherwise disclosed in writing to Lessee before the Commencement Date, during the Lessor’s ownership of the Real Property, the Real Property has been operated in compliance with all applicable laws, rules, regulations, ordinances and other governmental requirements; (5) The Lessor is the legal and beneficial fee simple titleholder to the Real Property and the Real Property is free and clear of all liens, encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options, or judgments, except for the Encumbrances listed on Exhibit B attached hereto; (6) This Ground Lease and all documents required to be executed by the Lessor are and shall be valid, legally binding obligations of and enforceable against the Lessor in accordance with their terms, and the persons executing this Ground Lease and the instruments referred to herein on behalf of the Lessor have the legal power, right and actual authority to bind the Lessor to the terms and conditions of this Ground Lease...
Lessor Representations and Warranties. Lessor represents and warrants to Lessee, effective as of the Commencement Date, as set forth below:
(a) Title to Hotel. Except as set forth on Schedule 6.1(a) hereto, Lessor has good and indefeasible fee simple title to the Hotel, free and clear of all conditions, exceptions, or reservations.
Lessor Representations and Warranties. As of the date of this Lease, Lessor represents and warrants the following to Lessee.
a. Lessor is a municipal corporation having its principal office at 000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx, Scituate, Massachusetts.
x. Xxxxxx 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 Lessor has authority to do so and to bind Lessor.
d. To Lessor’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 Lessor or its properties wherein any unfavorable decision, ruling, or finding would materially and adversely affect the validity or enforceability of this Lease or Lessor’s ability to carry out its obligations under this Lease, except as may arise in connection with the Massachusetts Department of Public Utilities Inquiry in Docket 11-11.
e. To Lessor’s knowledge, none of the documents or other written or other information furnished by or on behalf of Lessor to Lessee or Lessee’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.
Lessor Representations and Warranties. The representations and warranties of Lessor contained elsewhere in this Lease and those set forth in this Section are being made as of the Effective Date to induce Lessee to enter into this Lease, and Xxxxxx has relied upon such representations and warranties. Lessor represents and warrants to Lessee as follows:
Lessor Representations and Warranties. As of the date of this Lease, and subject to the terms and conditions herein expressed, Lessor represents and warrants the following to Lessee.
(a) Lessor is a municipal corporation.
(b) Lessor 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 Lessor has authority to do so and to bind Lessor.
(d) To Lessor’s knowledge, there are 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 Lessor 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 Lessor’s knowledge, none of the documents or other written or other information furnished by or on behalf of Lessor to Lessee or Lessee’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.
Lessor Representations and Warranties. In addition to reprxxxxxxxxxxs and warranties set forth above, Lessor represents and warrants to Lessee that:
