Owner Representations, Warranties and Covenants. Owner represents, warrants and covenants that (i) it is a legal entity duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation, (ii) it and its affiliates have and will continue to have throughout the term hereof the ability to perform their obligations under this Agreement, (iii) it has all necessary power and authority to execute and deliver this Agreement, (iv) it has read and fully understands Section XV of the Franchise Agreement (attached hereto as Attachment B) as it applies hereunder and (v) during the term of the Franchise Agreement it will not enter into an Operating Agreement for the management of the Hotel that does not comply with the provisions of the Franchise Agreement, unless otherwise approved by Franchisor.
Owner Representations, Warranties and Covenants. Owner hereby represents, warrants and covenants as follows:
Owner Representations, Warranties and Covenants. Owner promises, represents, and warrants to Lessee as follows:
Owner Representations, Warranties and Covenants. Owner hereby represents and warrants to and covenants with Investor as follows:
Owner Representations, Warranties and Covenants. Owner represents, warrants and covenants as follows:
a. Any and all residential unit(s) on the Property contain all permits and government approvals needed to lawfully lease/rent any such unit as a vacation rental and Owner shall comply with all federal, state, and local authorities requiring delivery of reports or notices and/or signs or notices.
b. Owner shall maintain at its sole cost and in adequate amounts such insurance as will fully protect Co-Host from any and all claims of whatever kind or nature for damaged property or for personal injury, including death, that may arise from operations related to this Agreement either by Co-Host, any subcontractor, or by anyone directly or indirectly engaged or employed by Owner. Owner agrees to provide Co-Host with proof evidencing the required coverage.
c. The Property is offered in compliance with federal, state, and local anti-discrimination laws.
Owner Representations, Warranties and Covenants. The Owner hereby represents and warrants to the District that the following is true and accurate on the date the Owner executes this agreement and will be true on the Completion Date or on the completion date arising if the District exercises its rights under section 1.6:
(a) the Owner has the legal capacity, power and authority to perform all of the Owner’s obligations under this agreement;
(b) the Owner has taken all necessary or desirable corporate actions, steps and other corporate proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this agreement;
(c) the Owner is registered under the Excise Tax Act (Canada) for the purposes of GST and the Owner’s registration number is ;
(d) the Owner is in good standing with the Registrar of Companies for British Columbia and has made all necessary filings with that registrar as required by the Business Corporations Act (British Columbia);
(e) the Owner is duly incorporated and validly existing under the laws of British Columbia and has the power and capacity to enter into and carry out the transaction provided for in this agreement.
(f) the Owner has a good, safe holding and marketable title to the Land; and
(g) the Owner is a resident of Canada within the meaning of the Income Tax Act (Canada).
Owner Representations, Warranties and Covenants. Owner represents, warrants, and covenants to OVG as follows:
(a) that it has the full legal right, power, and authority to enter into this Agreement and to grant the rights and perform the obligations of Owner herein, and that no other third-party consent or approval is required to grant such rights or perform such obligations hereunder.
(b) that this Agreement has been duly executed and delivered by Owner and constitutes a valid and binding obligation of Owner, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally or by general equitable principles.
(c) that the Facility is, as of the Effective Date and to the best of Owner’s knowledge and belief, in compliance in all respects with all applicable Laws relating to the construction, use, and operation of the Facility (including, without limitation, Title III of the American with Disabilities Act), and that there exist no structural defects or unsound operating conditions at the Facility.
(d) that to the best of its knowledge and belief, that any materials provided by or modified by Owner hereunder, do not infringe upon the copyright, trademark, trade name, trade dress, patent, statutory or common law, or any other rights of any person, firm, corporation, or other entity.
(e) that as of the Commencement Date, OVG shall have the full exclusive rights to the Facility as set forth herein, and no third party shall retain any rights to, or control of, the Facility or in connection with the exclusive services being provided by OVG hereunder.
Owner Representations, Warranties and Covenants. Owner represents, warrants and covenants to Manager as follows:
(a) that it has the full legal right, power and authority to enter into this Agreement and to grant the rights and perform the obligations of Owner herein, and that no other third party consent or approval is required to grant such rights or perform such obligations hereunder.
(b) that this Agreement has been duly executed and delivered by Owner and constitutes a valid and binding obligation of Owner, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally or by general equitable principles.
(c) that the Facility is, as of the Effective Date, in compliance in all respects with all applicable Laws relating to the construction, use and operation of the Facility, and that there exist no structural defects or unsound operating conditions at the Facility.
Owner Representations, Warranties and Covenants. (a) Each Owner represents and warrants to NS that, with respect to each such Owner, the following representations and warranties are true and correct as of the date hereof and shall be true and correct as of the Closing Date with the same force and effect as if made at that time:
(i) It is duly formed and in good standing under the laws of the state of its formation;
(ii) The execution and delivery of this Agreement and the Newco Operating Agreement and the consummation by it of the transactions hereunder and thereunder (A) have been duly authorized pursuant to the terms of Owner's organizational documents and (B) will not conflict with, or result in a breach of, any of the terms, conditions and provisions of its organizational documents or any contract, agreement or instrument to which it is a party or by which it is bound, or to which it or any portion of its Premises is subject;
(iii) It has full power and authority to enter into this Agreement and the Newco Operating Agreement and to perform all of its obligations hereunder and thereunder; no further action or approval will be required in order to constitute this Agreement and the Newco Operating Agreement as its binding and enforceable obligation and the Person executing on behalf of each Owner has full power and authority to act for and bind such Owner in respect thereof;
(iv) It has not incurred any secured debt, direct or contingent, other than as disclosed in the Report; such debt and any other debt and/or guaranties will be paid off at Closing as required by Section 5(c) hereof. It is not insolvent. It does not hold itself out to be responsible for the debts of any other person or entity. It holds itself out to the public as a legal entity which is separate and distinct from any other entity;
(v) It is validly existing and in good standing in the State of New York; and
(vi) Owner is not a "foreign person" within the meaning of section 1445 of the United States Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
(b) At or prior to the Closing, each Owner will contribute its interest in the Premises owned by it to two (2) separate limited liability companies (each such limited liability company, "Newco"; all references herein to Newco shall be deemed a reference to the limited liability company that will be the owner of each Premises at Closing) in exchange for a 100% interest therein. Immediately after such contribution, an affiliate of NS shall be admitted as a 1% no...
Owner Representations, Warranties and Covenants
