Operator Representations and Warranties. Operator --------------------------------------- represents and warrants to Owner that:
Operator Representations and Warranties. Operator, as of the date of this Agreement, makes the following representations and warranties as the basis for its undertakings contained herein:
(a) Operator has all requisite power and authority to execute and deliver this Agreement and to perform each of its obligations hereunder. Operator has duly authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of Operator and (assuming that this Agreement has been duly authorized, executed and delivered by Owner) is enforceable against Operator in accordance with its terms.
(b) The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of and compliance with the provisions of this Agreement do not materially conflict with or constitute a material breach of or a material default under, any of the terms, conditions or provisions of any law, any order of any court or other agency of government, the Operator's organizational documents or any contractual limitation, corporate or partnership restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which Operator is a party or by which it or any of its property is bound or result in a material breach of or a material default under any of the foregoing.
(c) All organizational consents and authorizations, and all other actions required for Operator to execute and deliver this Agreement have been obtained or completed.
(d) Operator has either obtained or will obtain all licenses or certificates that it or its employees are required to secure under Applicable Law to perform the Services.
Operator Representations and Warranties. The Operator represents and warrants to the Owner as follows:
(a) The Operator is a limited liability company duly organized in the State of Delaware, qualified to conduct business in the States of Delaware and California and validly existing and in respect of which no action relating to insolvency or liquidation has, to the knowledge of the Operator, been taken.
(b) The execution, delivery and performance of this Agreement by the Operator have been duly authorized by all necessary action on the part of the Operator and do not and will not require the consent of (i) any trustee or holder of any indebtedness or other obligation of the Operator or (ii) any other Person that is not a Governmental Authority (other than any such consents which have already been obtained by the Operator).
(c) This Agreement has been duly executed and delivered by the Operator. This Agreement constitutes the legal, valid, binding and enforceable obligation of the Operator, subject to any applicable principles of equity or other similar law.
(d) No governmental authorization, approval, order, license, permit, franchise or consent, and no registration, declaration or filing with any Governmental Authority is required on the part of the Operator in connection with the execution, delivery and performance of this Agreement, except those which have already been obtained or which the Operator anticipates will be obtained in a timely manner and in the ordinary course of performance by the Operator and the Owner of this Agreement.
(e) The execution, delivery and performance of this Agreement by Operator will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of its certificate of formation, limited liability company agreement or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected.
(f) There are no actions, suits, proceedings or investigations pending or, to Operator’s knowledge, threatened against Operator at law or in equity before any court or other Governmental Authority or any arbitration panel, which individually or in the aggregate may result in any material adverse effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under the Agreement.
Operator Representations and Warranties. The Operator represents and warrants that:
(a) It is a legal entity duly registered/incorporated under the Laws of the United Republic of Tanzania and has all requisite legal power and authority to enter into this Agreement and such other agreements, being agreements to which the Operator will be a party, as are contemplated elsewhere in the Agreement and in the Schedules and to carry out the terms, conditions and provisions of this Agreement. 6 180 days will be for small and simple projects and 360 days will be for large and complex projects
(b) There is no litigation, actual or pending at the date of execution of this Agreement, which relates to the Operator and to which the Operator is a party or of which the Operator is aware which would materially affect the Operator or its ability to perform its Obligations under this Agreement and the transactions contemplated by this Agreement.
Operator Representations and Warranties. Operator hereby represents and warrants to Owner as follows: --------------------------------------- (a) Organization and Existence. Operator is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has sufficient corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to carry on its business as it is now being conducted and as it is contemplated hereunder to be conducted in the future.
Operator Representations and Warranties. Operator hereby makes the following representations and warranties to Lessee:
Operator Representations and Warranties. Operator represents and warrants to Owner as follows:
11.2.1 Operator is a corporation duly incorporated, validly existing, and in good standing under the laws of Delaware, and is properly qualified to do business in Illinois;
11.2.2 The execution of this Agreement by Operator has been duly authorized and approved by Operator, and no other authorizations, approvals or consents are required in order for this Agreement to constitute a binding and enforceable legal obligation of Operator;
11.2.3 The execution of this Agreement by Operator, and the performance of its obligations under this Agreement will not conflict with, or result in a breach or default under, any agreement, contract, or covenant to which Operator is a party; and
11.2.4 This Agreement, as executed, constitutes a binding legal obligation of Operator that is enforceable in accordance with its terms and conditions.
Operator Representations and Warranties. Operator represents and warrants to Lessee as follows:
(a) Operator owns a fractional share or a leasehold share to the Aircraft and has all necessary authority to enter into this Agreement for the lease of the Aircraft to Lessee; and
(b) Operator has not entered into this Agreement for the purpose of engaging in the sale of air transportation services for compensation or hire in contravention of the rules and regulations of the FAA.
Operator Representations and Warranties. The Operator represents and warrants to the TSP on the date of execution of this Agreement that:
(a) the Operator is a company properly organised and validly existing under the laws of England and Wales as a limited liability company;
(b) the Operator has the power to carry on its business as it is now being conducted and has all licences, consents, approvals, permits, authorisations, exemptions, registrations and certifications required for that purpose;
(c) the Operator has the power to enter into and perform its obligations under this Agreement, and all necessary corporate, shareholder and other action has been taken to authorise the entry into, performance and delivery of this Agreement and this Agreement constitutes its legally valid, binding and enforceable obligations in accordance with its terms; and
(d) entering into this Agreement and performing its obligations under this Agreement will not:
(i) conflict with the Operator's Memorandum and Articles of Association;
(ii) conflict with any law or regulation applicable to the Operator; or
(iii) conflict with, or result in a breach of, any existing contract which is binding on it.
Operator Representations and Warranties. 23- Section 12.2 Owner Representations and Warranties . . . . . . . . . . . -00- XXXXXXX 00 XXXXX XXXXXXX Section 13.1 Excused Performance. . . . . . . . . . . . . . . . . . . . -25- Section 13.2 Notice of Force Majeure. . . . . . . . . . . . . . . . . . -25- Section 13.3 Scope. . . . . . . . . . . . . . . . . . . . . . . . . . . -26- Section 13.4 Strikes. . . . . . . . . . . . . . . . . . . . . . . . . . -26- OPERATION AND MAINTENANCE AGREEMENT This OPERATION AND MAINTENANCE AGREEMENT (this "AGREEMENT") is made as of June __, 1998 between CRYSTECH, LLC, a Delaware limited liability company ("OWNER") and American Crystal Sugar Company, a Minnesota cooperative corporation (in its capacity as operator of the Facility referred to herein, "OPERATOR").
