Lessor’s Representations and Warranties. Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.
Lessor’s Representations and Warranties. (a) Lessor acknowledges that Lessee has entered into this Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clause; and Lessor now represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurate:
(i) Lessor is a national banking association duly organized, validly existing and in good standing under the federal banking laws of the United States of America and has full power and authority to conduct its business as presently conducted, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into and perform its obligations hereunder and under the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby;
(ii) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor;
(iii) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally);
(iv) neither the execution and delivery of the Operative Documents to which Lessor is a party nor the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets is bound, any agreement to which it is a party or its ...
Lessor’s Representations and Warranties. LESSOR LEASES AND LESSEE TAKES THE AIRCRAFT AND EACH PART THEREOF "AS-IS," "WHERE-IS." NEITHER LESSOR, THE INDENTURE TRUSTEE NOR ANY PARTICIPANT MAKES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE, AND EACH HEREBY EXPRESSLY DISCLAIMS AND WILL BE DEEMED TO HAVE EXPRESSLY DISCLAIMED, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, AIRWORTHINESS, WORKMANSHIP, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OR A PARTICULAR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, except that First Security Bank, National Association, in its individual capacity, (i) represents and warrants that on the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Lessee, (ii) represents and warrants that on the Delivery Date the Aircraft shall be free of Lessor Liens (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens) attributable to it, (iii) covenants that it will not, through its own actions or inactions, interfere in Lessee's quiet enjoyment of the Aircraft during the Term, (iv) agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor Lien attributable to it on or with respect to the Airframe or any Engine or any portion of the Trust Estate and (v) represents and warrants that it is a Citizen of the United States without making use of a voting trust, voting powers agreement or similar arrangement, and agrees that if at any time it shall cease to be a Citizen of the United States without making use of a voting trust, voting powers agreement or similar arrangement it will promptly resign as Owner Trustee (if and so long as such citizenship is necessary under the Federal Aviation Act as in effect at such time or, if it is not necessary, if and so long as the Owner Trustee's citizenship would have any material adverse effect on the Loan Participants, the Owner Participant or Lessee), effective upon the appointment of a successor Owner Trustee in accordance with Section 9.01
Lessor’s Representations and Warranties. Lessor represents and warrants to Lessee that:
Lessor’s Representations and Warranties. Lessor represents and warrants to Lessee that:-
Lessor’s Representations and Warranties. In order to induce Lessee, Agent and the Participants to enter into this Agreement and the other Operative Documents to which they are parties, Lessor hereby represents and warranties to Lessee, Agent and the Participants as follows:
Lessor’s Representations and Warranties. Lessor represents and warrants to Lessee that:-
(a) STATUS: Lessor is a limited partnership existing under the laws of Sweden and has the power to own its assets and carry on its business as it is now being conducted;
Lessor’s Representations and Warranties. The Lessor hereby represents and warrants as follows, that:
7.1 Lessor is absolutely seized and possessed of the sole, exclusive and sufficient right, title and interest (save as otherwise provided in these presents) and has clear and marketable title to the Leased Premises and has good right, full power and absolute authority to grant unto the Lessee the Leased Premises in the manner herein appearing. If at any time any defect in title is found then the Lessor shall at its own expenses rectify the title so that there is no hindrance to the Lessee in enjoyment of the Lease.
7.2 Lessor is duly constituted under the laws of this country. All actions/ approvals necessary or required on the part of the Lessor have been taken to authorize and empower Lessor to enter into and perform under these presents.
7.3 Lessor will be solely liable to pay the concerned authorities/ persons (natural or legal), all past/ existing and future payments and or statutory or other rates, duties, taxes, cesses, fees, charges, levies, assessments and out goings in respect of the Leased Premises/ the Building and the land on which It stands, including but not restricted to, land/ property building/ corporation/ house tax/ municipal taxes, lease tax, service tax, water/ electricity charges etc., as applicable and will keep the Lessee fully indemnified against all these. Lessor has till the date of execution of these presents made full payments of aforesaid.
7.4 There are no liens/ mortgages etc on the Leased Premises/ the Building/ the Land.
7.5 Lessor has received no claims, notice, litigation and there is prohibitory order of attachment from i) the Government or any other local/ Tamil Nadu body or authority or under any legislative enactment, Government Ordinance, Order and/ or Notification including from the department of income tax for taxes or of any department of government, central and/or state, local body, public authority for taxes, charges, outgoings, rates, levies, cesses, etc; or ii) any person (legal or natural) that shall affect the grant of the Lease herein. There are no claims/ litigations/ notices that the Lessor has received with respect to the Premises/ Building/ land and which claims/ litigations/ notices the Lessor has not disclosed in the Recitals hereinabove given.
7.6 Lessor has complied with and agrees to continue to comply with the applicable laws/ by rules etc. in respect of the Building/ land, Building construction/ its fit outs/ other usage by the Lessor a...
Lessor’s Representations and Warranties. Lessor represents and warrants as follows, as of the date hereof and of the Delivery Date.
Lessor’s Representations and Warranties. To the best of Xxxxxx's knowledge, after reasonable inquiry, and excluding materials used in the ordinary course of business of Xxxxxx's or tenants, Lessor represents and warrants as follows:
A. No Hazardous Materials are now located on the Property described at Exhibit A the Land or the Building (collectively "said Property"), and neither Lessor, nor any other person has ever caused or any Hazardous Materials to be placed, held, located or disposed of on, under, from or at the said Property or any part thereof;
B. No part of said Property is being used or has been used at any previous time for the disposal, storage, treatment, processing or other handling of Hazardous Materials, nor is any part of the said Property affected by any Hazardous Materials As Lessee - 562 Xxxxxxxx Contamination;
C. No property adjoining or adjacent to said Property is being used, or has ever been used at any previous time for the disposal, storage, treatment, processing or other handling of Hazardous Materials nor is any other property adjoining said Property affected by Hazardous Materials Contamination;
D. No investigation, administrative order, consent order and agreement, litigation or settlement with respect to Hazardous Materials or Hazardous Materials Contamination is proposed, threatened, anticipated or in existence with respect to said Property. Said Property is not currently on and has never been on, any federal or state "Superfund" or Superlien" list, and the hazardous materials contractor after reasonable investigation has no knowledge or any facts that, if known to governmental authorities, reasonably might be anticipated to cause governmental authorities, to consider placing Property on any such list;
X. Xxxxxx has not received any notice from any governmental authoritywith respect to any violation of law regarding hazardous materials;
