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 Lessor, 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 all mater...
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:
Lessor Representations and Warranties. Lessor represents and warrants to each of the other parties hereto as of the Closing Date as follows:
Lessor Representations and Warranties. For Benefit of Indenture Trustee, Tranche B Lenders, Administrative Agent and Collateral Agent. . . . .
Lessor Representations and Warranties. The Lessor (i) represents and warrants that it is legally authorized to enter into this Agreement; (ii) confirms that it has received copies of the Existing Operative Agreements, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iii) agrees that it will, independently and without reliance upon the applicable Assigning Party, the Existing Agent or any other Assigning Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Operative Agreements or any other instrument or document furnished pursuant hereto or thereto; (iv) subject to Section 7, appoints and authorizes the Existing Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Existing Operative Agreements or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Existing Agent by the terms thereof, together with such powers as are incidental thereto; and (v) agrees that it will be bound by the provisions of the Existing Operative Agreements to which such Assigning Party is a party and will perform in accordance herewith all the obligations which by the terms of the Existing Operative Agreements to which such Assigning Party is a party are required to be performed by it as a "Lender" or "Holder", as applicable, pursuant to the Existing Operative Agreements, including without limitation, if it is organized under the laws of a jurisdiction outside the U.S., its obligation pursuant to Section 11.2(e) of the Existing Participation Agreement.
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:
