Owner Representations and Warranties. The Owner hereby represents and warrants to the Servicer that as of the related Closing Date:
(a) It is a federal savings bank duly organized, validly existing, and in good standing under the laws of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by it. It has corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by it and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the Servicer, evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and binding upon it in accordance with the terms of this Agreement.
(b) No consent, approval, authorization or order is required for the transactions contemplated by this Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it or, if required, such consent, approval, authorization or order has been or will, prior to the related Closing Date, be obtained.
(c) The consummation of the transactions contemplated by this Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its charter or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject.
(d) There is no action, suit, proceeding o...
Owner Representations and Warranties. The Owner represents and warrants that:
(a) (incorporation and existence): it has been incorporated in accordance with the laws of its place of incorporation, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; and
(b) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and
(c) (no contravention or exceeding power): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene its constituent documents (if any) or any law or obligation by which it is bound or to which any of its assets are subject, or cause a limitation on its powers or the powers of its directors to be exceeded; and
(d) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, to comply with its obligations and exercise its rights under them and to allow them to be enforced; and
(e) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, subject to any equitable principles and laws generally affecting creditors’ rights (including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria); and
(f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and
(g) (benefit): it benefits by entering into the Transaction Documents to which it is a party; and
(h) (solvency): there are no reasonable grounds to suspect that it or any of its Subsidiaries is unable to pay its debts as and when they become due and payable; and
(i) (not a trustee): it does not enter into any Transaction Document to which it is a party as trustee; and
(j) (no immunity): neither it nor any of its Subsidiaries has immunity from the jurisdiction of a court or from legal process; and
(k) (non-residential purposes): the Building is an existing building in the City of INSERT COUNCIL NAME 2 that is used entirely or predominantly for non-residential purposes; a...
Owner Representations and Warranties. (a) Owner represents and warrants to Project Co that as of the date of this Project Agreement:
(i) Owner is a non-share capital corporation incorporated and validly existing under the laws of the Province of Ontario, is in good standing with the Ministry of Government and Consumer Services of Ontario with respect to the filing of annual returns, and has all the requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is currently being conducted, to enter into this Project Agreement and any Implementing Agreement to which it is a party, and to perform its obligations hereunder and thereunder;
(ii) Owner has the requisite power, authority and capacity to execute and deliver and perform this Project Agreement and the Implementing Agreements, and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed;
(iii) Owner has obtained all necessary Owner Permits, Licences and Approvals required to execute and deliver this Project Agreement and to allow for the commencement of the Work;
(iv) no steps or proceedings have been taken or are pending to supersede, repeal or amend its constating documents, letters patent or by-laws in a manner that would materially impair or limit its ability to perform its obligations under this Project Agreement or any of the Implementing Agreements to which it is a party and such documents and agreements are in full force and effect as of the date hereof;
(v) this Project Agreement and the Implementing Agreements (when executed and delivered) to which Owner is a party have been duly authorized, executed, and delivered by Owner and constitute legal, valid, and binding obligations of Owner, enforceable against Owner in accordance with their respective terms, subject only to:
(A) limitations with respect to the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and conveyance and other laws of general application affecting the enforcement of creditors’ rights generally; and
(B) general equitable principles and the fact that the availability of equitable remedies is in the discretion of a court and that a court may stay proceedings or the execution of judgments;
(vi) the authorization, execution, delivery, and performance by Owner of this Project Agree...
Owner Representations and Warranties. Owner hereby represents and warrants to Operator as follows:
Owner Representations and Warranties. Owner represents and warrants to Lessee as follows:
(a) Owner has title to the Aircraft and has all necessary authority to enter into this Agreement for the lease of the Aircraft to Lessee; and
(b) Owner 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.
Owner Representations and Warranties. Owner represents and warrants that as of the Second Restatement Date:
28.1.1 Owner is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into and perform its obligations under this Agreement;
28.1.2 Each of the execution, delivery and performance by Owner of this Agreement has been duly authorized by all necessary action on the part of Owner and does not contravene or constitute a default under any provision of applicable Law, the constituting documents or the certificate of formation of Owner or of any other agreement, judgment, injunction, order, decree or other instrument binding upon Owner;
28.1.3 Owner has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery thereof by Contractor, this Agreement constitutes (or when so executed and delivered will constitute) a valid and binding obligation of Owner enforceable against Owner in accordance with its terms, except that (a) such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors’ rights generally and (b) the application of general equitable principles may limit the availability of certain remedies; and
28.1.4 There is no pending action, suit, proceeding, inquiry or investigation against it, at law or in equity or before or by any Government Authority, of which it has received notice, or which it has knowledge is threatened which would materially and adversely affect its ability to perform its obligations under this Agreement. It is not in violation of any Law which, individually or in the aggregate, would affect its performance of any obligations under this Agreement.
Owner Representations and Warranties. In addition to representations and warranties, if any, made elsewhere in this Agreement, Owner represents and warrants to the Company as of the date hereof and each applicable Transfer Date, as follows:
Owner Representations and Warranties. Owner hereby represents and warrants to Contractor as follows:
(a) Owner is an independent public body, created by the Commonwealth of Virginia and the District of Columbia, and has full power, right and authority to execute, deliver and perform its obligations under, in accordance with and subject to the terms and conditions of this Contract.
(b) Each Person and/or Entity executing this Contract on behalf of Owner has been or at such time will be duly authorized to execute each such document on behalf of Owner.
(c) Neither the execution and delivery by Owner of this Contract nor the consummation of the transactions contemplated hereby, is in conflict with or will result in a default under or violation of any other agreements or instruments to which it is a party or by which it is bound.
(d) There is no action, suit, proceeding, investigation or litigation pending and served on Owner which challenges Owner’s authority to execute, deliver or perform, or the validity or enforceability of, this Contract, or which challenges the authority of an official of Owner executing this Contract, and Owner has disclosed to Contractor any pending and unserved or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which Owner is aware.
Owner Representations and Warranties a. OWNER represents and warrants to the PROPERTY MANAGER that, to the best of OWNER’S knowledge, the PREMISES are free of hazardous and/or toxic wastes and/or substances (as such terms are defined under applicable federal and state laws); that the PREMISES are fit for human habitation; that there are no hidden or latent defects or conditions on or affecting the PREMISES other than, that the PREMISES are not the subject of any order to repair or to demolish or other order of any governmental authority; that the PREMISES comply with all currently applicable laws, statutes and governmental rules and regulations; that the OWNER will at all times during the term of this Agreement fully and promptly comply with the lawful requirements of all applicable governmental authorities.
b. OWNER declares that all mortgage payments have been made and account is current.
c. OWNER warrants that there are operating smoke detectors on the premises.
Owner Representations and Warranties. Owner represents and warrants to Energy Manager as of the Effective Date that:
