Common use of REPRESENTATION, WARRANTIES AND COVENANTS Clause in Contracts

REPRESENTATION, WARRANTIES AND COVENANTS. Lessee represents, warrants and covenants that (a) if Lessee is a corporation, Lessee is duly organized and validly existing in good standing under the laws of the state of its incorporation and is duly qualified and licensed to do business as a foreign corporation in good standing in those jurisdictions where such qualifications are necessary to authorize Lessee to carry on its present business and operations and to own its properties or to perform its obligations hereunder; (b) if Lessee is a partnership, Lessee is duly organized and validly existing under the partnership laws of its state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; (c) if Lessee is a limited liability company, Lessee is duly organized and validly existing under the laws of its state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; (d) Lessee has full power, authority and legal right to execute, deliver and carry out as Lessee the terms and provisions of this Agreement and any other documents in connection with this lease transaction; (e) if Lessee is a corporation, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary corporate action, do not require the approval or consent of stockholders, or of any trustee or holders of any indebtedness or obligation of Lessee and will not violate any law, governmental rule, regulation or order binding upon Lessee or any provision of any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it is bound or to which it is subject, and will not violate any provision of the Certificate of Incorporation, By-laws or any preferred stock agreement of Lessee; (f) if Lessee is a partnership, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary partnership actions; (g) if Lessee is a limited liability company, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary member action; (h) there are no pending or threatened investigations, actions or proceedings before any court or administrative agency or other tribunal body, which seek to question or set aside any of the transactions contemplated by this Agreement, or which, if adversely determined, would materially affect the condition, business or operation of Lessee; (i) Lessee is not in default in any material manner in the payment or performance of any of its obligations or in the performance of any contract, agreement or other instrument to which it is a party or by which it or any of its assets may be bound; (j) the balance sheet of Lessee as of the end of its most recent fiscal year and the related profit and loss statement of Lessee for the fiscal year ended on said date, including the related schedules and notes, together with the report of an independent certified public accountant, heretofore delivered to National City, are all true and correct and present fairly (x) the financial position of Lessee as at the date of said balance sheet and (y) the results of the operations of Lessee for said fiscal year; (k) all proceedings required to be taken by Lessee to authorize the lease of the Equipment from National City and to protect National City's interest in such Equipment, free and clear of all liens and encumbrances whatsoever, have been taken; (l) Lessee has no significant liabilities (contingent or otherwise) which are not disclosed by or reserved against the financial statements referred to in (j) above; (m) all the financial statements referred to in (j) above have been prepared in accordance with generally accepted accounting principles and practices applied on a basis consistently maintained throughout the period involved; (n) there has been no change which would have a material adverse effect on the business or financial condition of Lessee from that set forth in the balance sheet referred to [NATIONAL CITY(R) LOGO] Leasing Corporation in (j) above; (o) no authorization, consent, approval, license, exemption of or filing or registration with court, governmental unit or department, commission, board, bureau, agency, instrumentality or the like is required or necessary for the valid execution and delivery of the Agreement, any xxxx of sale and the other documents and agreements referred to herein; (p) this Master Lease Agreement, the Schedules and any accompanying documents, having been duly authorized, executed and delivered to National City, constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof except as such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally; (q) the Equipment is personal property and neither real property nor a fixture and (r) no item of Equipment is or will be used for the storage or transport of a Hazardous Material. The foregoing representations, warranties and covenants shall be deemed to be made on the date hereof and again on the date Lessee executes each Schedule.

REPRESENTATION, WARRANTIES AND COVENANTS. Lessee 1. LCM represents, warrants and covenants that (that: a) if Lessee LCM is and shall continue to be, during the term of this Agreement, the exclusive owner of the Substrategies created by LCM and the LCM Marks, with good title to all rights therein, and LCM has and shall continue to have, during the term of this Agreement, the right to license the Substrategies and the LCM Marks to DWR on an exclusive basis. LCM has maintained and shall continue to maintain, during the term of this Agreement, in confidence its Substrategies and it has not previously disclosed and shall not disclose, during the term of this Agreement, any Substrategies to any other entity. b) LCM is a corporationlimited liability company duly organized, Lessee is duly organized and validly existing and in good standing under the laws of the state of its incorporation Delaware, and is duly qualified and licensed to do business as a foreign corporation in good standing in those jurisdictions every jurisdiction where such qualifications are necessary to authorize Lessee to carry on the character of its present business and operations and to own businesses or nature of its properties or to perform its obligations hereunder; (b) if Lessee is a partnership, Lessee is duly organized and validly existing under the partnership laws of its state of domicile and is duly authorized in any foreign jurisdiction where makes such qualification is necessary necessary, and shall continue to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; (be so during the term of this Agreement. c) if Lessee is a limited liability company, Lessee is duly organized LCM has all requisite corporate power and validly existing under authority to conduct its business as presently being conducted or as contemplated by this Agreement and shall continue to have such power and authority during the laws term of its state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; (this Agreement. d) Lessee LCM has full power, corporate power and authority to enter into this Agreement and legal right has full corporate power and authority to execute, deliver consummate the transactions contemplated hereby. The execution and carry out as Lessee the terms and provisions delivery of this Agreement by LCM and the performance by LCM of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of LCM at the time of execution. e) This Agreement has been duly executed and delivered by LCM and constitutes a valid and binding obligation of LCM, enforceable against LCM in accordance with the terms herein, subject to applicable laws of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. f) The execution and delivery of this Agreement by LCM does not, and the consummation of the transactions contemplated hereby will not: (i) violate any of the provisions of the operating agreement or bylaws of LCM; (ii) result in the breach of, or constitute a default under, or accelerate or permit the acceleration of the performance required by, any contract to which LCM is a party; (iii) to its knowledge, violate any statute, rule, regulation, ordinance, code or other law, order, judgment, writ, injunction, decree or award applicable to LCM; (iv) constitute an event which, with notice, lapse of time or both, would result in any such violation, breach or default; or (v) to its knowledge, result in the creation or imposition of any security interest, pledge, claim, lien, charge, encumbrance, or other right or interest of any other documents person against the assets of LCM. g) Except as has been made or obtained, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency, commission or other governmental authority or instrumentality, domestic or foreign, or any third party is required to be made or obtained by LCM in connection with this lease transaction; (e) if Lessee is a corporation, Lessee's the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. h) As of the date of this Agreement, each of LCM and its employees are not a party to any lawsuit, claim, proceeding or investigation that would affect the other documents ability of LCM or its employees to perform their obligations under this Agreement, and, to the knowledge of LCM, no lawsuit, claim, proceeding or investigation has been threatened in writing within the last 24 months, by or against LCM or its employees or any of their assets that would affect the ability of LCM or its employees to perform their obligations under this Agreement. 2. DWR represents, warrants and agreements referred covenants that: a) DWR and its Affiliates and their sub-licensees shall be the exclusive sponsor or sponsors of the LCM Trusts, and each of DWR and its Affiliates and their sub-licensees has the right and authority to hereinsponsor and offer LCM Trusts. b) DWR is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, and is duly qualified to do business in every jurisdiction where the character of its businesses or nature of its properties makes such qualification necessary. c) DWR has all requisite corporate power and authority to conduct its business as presently being conducted. d) DWR has full corporate power and authority to enter into this Agreement and has full corporate power and authority to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by SWR and the performance by DWR of its obligations under this Agreement the transactions contemplated hereby have all been duly authorized by all necessary corporate actionaction on the part of DWR. e) This Agreement has been duly executed and delivered by DWR and constitutes a valid and binding obligation of DWR, do not require enforceable against DWR in accordance with the approval terms herein, subject to applicable laws of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or consent at law. f) The execution and delivery of stockholdersthis Agreement by DWR does not, and the consummation of the transactions contemplated hereby will not: (i) violate any of the provisions of the articles of incorporation or bylaws of DWR; (ii) result in the breach of, or constitute a default under, or accelerate or permit the acceleration of the performance required by, any contract to which DWR is a party; (iii) to its knowledge, violate any statute, rule, regulation, ordinance, code or other law, order, judgment, writ, injunction, decree or award applicable to DWR; (iv) constitute an event which, with notice, lapse of time or both, would result in any such violation, breach or default; or (v) to its knowledge, result in the creation or imposition of any trustee security interest, pledge, claim lien, charge, encumbrance, or holders other right or interest of any indebtedness other person against the assets of DWR. g) Except as has been made or obligation of Lessee and will not violate obtained, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any lawcourt, administrative agency, commission or other governmental ruleauthority or instrumentality, regulation domestic or order binding upon Lessee foreign, or any provision of any indenture, mortgage, contract third party is required to be made or other agreement to which Lessee is a party or obtained by which it is bound or to which it is subject, and will not violate any provision of DWR in connection with the Certificate of Incorporation, By-laws or any preferred stock agreement of Lessee; (f) if Lessee is a partnership, Lessee's execution, delivery and performance of this Agreement and or the other documents and agreements referred consummation of the transactions contemplated hereby. h) As of the date of this Agreement, DWR is not a party to hereinany lawsuit, and claim, proceeding or investigation that would affect the performance ability of DWR to perform its obligations under this Agreement have all been authorized by all necessary partnership actions; (g) if Lessee is a limited liability company, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary member action; (h) there are no pending or threatened investigations, actions or proceedings before any court or administrative agency or other tribunal body, which seek to question or set aside any of the transactions contemplated by this Agreement, and, to the knowledge of DWR, no lawsuit, claim, proceeding or whichinvestigation has been threatened in writing within the last 24 months, if adversely determined, would materially affect the condition, business by or operation of Lessee; (i) Lessee is not in default in any material manner in the payment or performance of any of its obligations or in the performance of any contract, agreement or other instrument to which it is a party or by which it against DWR or any of its assets may be bound; (j) that would affect the balance sheet ability of Lessee as of the end of DWR to perform its most recent fiscal year and the related profit and loss statement of Lessee for the fiscal year ended on said date, including the related schedules and notes, together with the report of an independent certified public accountant, heretofore delivered to National City, are all true and correct and present fairly (x) the financial position of Lessee as at the date of said balance sheet and (y) the results of the operations of Lessee for said fiscal year; (k) all proceedings required to be taken by Lessee to authorize the lease of the Equipment from National City and to protect National City's interest in such Equipment, free and clear of all liens and encumbrances whatsoever, have been taken; (l) Lessee has no significant liabilities (contingent or otherwise) which are not disclosed by or reserved against the financial statements referred to in (j) above; (m) all the financial statements referred to in (j) above have been prepared in accordance with generally accepted accounting principles and practices applied on a basis consistently maintained throughout the period involved; (n) there has been no change which would have a material adverse effect on the business or financial condition of Lessee from that set forth in the balance sheet referred to [NATIONAL CITY(R) LOGO] Leasing Corporation in (j) above; (o) no authorization, consent, approval, license, exemption of or filing or registration with court, governmental unit or department, commission, board, bureau, agency, instrumentality or the like is required or necessary for the valid execution and delivery of the obligations under this Agreement, any xxxx of sale and the other documents and agreements referred to herein; (p) this Master Lease Agreement, the Schedules and any accompanying documents, having been duly authorized, executed and delivered to National City, constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof except as such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally; (q) the Equipment is personal property and neither real property nor a fixture and (r) no item of Equipment is or will be used for the storage or transport of a Hazardous Material. The foregoing representations, warranties and covenants shall be deemed to be made on the date hereof and again on the date Lessee executes each Schedule.

REPRESENTATION, WARRANTIES AND COVENANTS. Lessee represents, warrants and covenants that (a) if Lessee is a corporation, Lessee is duly organized and validly existing in good standing under the laws of the state of its incorporation and is duly qualified and licensed to do business as a foreign corporation in good standing in those jurisdictions where such qualifications are necessary to authorize Lessee to carry on its present business and operations and to own its properties or to perform its obligations hereunder; (b) if Lessee is a partnership, Lessee is duly organized and validly existing under the partnership laws of its state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; (c) if Lessee is a limited liability company, Lessee is duly organized and validly existing under the laws of its state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; (d) Lessee has full power, authority and legal right to execute, deliver and carry out as Lessee the terms and provisions of this Agreement and any other documents in connection with this lease transaction; (e) if Lessee is a corporation, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary corporate action, do not require the approval or consent of stockholders, or of any trustee or holders of any indebtedness or obligation of Lessee and will not violate any law, governmental rule, regulation or order binding upon Lessee or any provision of any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it is bound or to which it is subject, and will not violate any provision of the Certificate of Incorporation, By-laws or any preferred stock agreement of Lessee; (f) if Lessee is a partnership, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary partnership actions; (g) if Lessee is a limited liability company, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary member action; (h) there are no pending or threatened investigations, actions or proceedings before any court or administrative agency or other tribunal body, which seek to question or set aside any of the transactions contemplated by this Agreement, or which, if adversely determined, would materially affect the condition, business or operation of Lessee; (i) Lessee is not in default in any material manner in the payment or performance of any of its obligations or in the [LOGO NATIONAL CITY (R)] LEASING CORPORATION performance of any contract, agreement or other instrument to which it is a party or by which it or any of its assets may be bound; (j) the balance sheet of Lessee as of the end of its most recent fiscal year and the related profit and loss statement of Lessee for the fiscal year ended on said date, including the related schedules and notes, together with the report of an independent certified public accountant, heretofore delivered to National City, are all true and correct and present fairly (x) the financial position of Lessee as at the date of said balance sheet and (y) the results of the operations of Lessee for said fiscal year; (k) all proceedings required to be taken by Lessee to authorize the lease of the Equipment from National City and to protect National City's interest in such Equipment, free and clear of all liens and encumbrances whatsoever, have been taken; (l) Lessee has no significant liabilities (contingent or otherwise) which are not disclosed by or reserved against the financial statements referred to in (j) above; (m) all the financial statements referred to in (j) above have been prepared in accordance with generally accepted accounting principles and practices applied on a basis consistently maintained throughout the period involved; (n) there has been no change which would have a material adverse effect on the business or financial condition of Lessee from that set forth in the balance sheet referred to [NATIONAL CITY(R) LOGO] Leasing Corporation in (j) above; (o) no authorization, consent, approval, license, exemption of or filing or registration with court, governmental unit or department, commission, board, bureau, agency, instrumentality or the like is required or necessary for the valid execution and delivery of the Agreement, any xxxx of bill xx sale and the other documents and agreements referred to herein; (p) this Master Lease Agreement, the Schedules and any accompanying documents, having been duly authorized, executed and delivered to National City, constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof except as such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally; and (q) the Equipment is personal property and neither real property nor a fixture and (r) no item of Equipment is or will be used for the storage or transport of a Hazardous Materialfixture. The foregoing representations, warranties and covenants shall be deemed to be made on the date hereof and again on the date Lessee executes each Schedule.

REPRESENTATION, WARRANTIES AND COVENANTS. Lessee represents, warrants and covenants that that (a) if Lessee is a corporation, Lessee is duly organized and validly existing in good standing under the laws of the state of its incorporation and is duly qualified and licensed to do business as a foreign corporation in good standing in those jurisdictions where such qualifications are necessary to authorize Lessee to carry on its present business and operations and to own its properties or to perform its obligations hereunder; ; (b) if Lessee is a partnership, Lessee is duly organized and validly existing under the partnership laws of its state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; ; (c) if Lessee is a limited liability company, Lessee is duly organized and validly existing under the laws of its state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it its present business and operations and to own its properties and to perform its obligations hereunder; ; (d) Lessee has full power, authority and legal right to execute, deliver and carry out as Lessee the terms and provisions of this Agreement and any other documents in connection with this lease transaction; ; (e) if Lessee is a corporation, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary corporate action, do not require the approval or consent of stockholders, or of any trustee or holders of any indebtedness or obligation of Lessee and will not violate any law, governmental rule, regulation or order binding upon Lessee or any provision of any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it is bound or to which it is subject, and will not violate any provision of the Certificate of Incorporation, By-laws or any preferred stock agreement of Lessee; ; (f) if Lessee is a partnership, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary partnership actions; (g) if Lessee is a limited liability company, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary member action; (h) there are no pending or threatened investigations, actions or proceedings before any court or administrative agency or other tribunal body, which seek to question or set aside any of the transactions contemplated by this Agreement, or which, if adversely determined, would materially affect the condition, business or operation of Lessee; (i) Lessee is not in default in any material manner in the payment or performance of any of its obligations or in the performance of any contract, agreement or other instrument to which it is a party or by which it or any of its assets may be bound; (j) the balance sheet of Lessee as of the end of its most recent fiscal year and the related profit and loss statement of Lessee for the fiscal year ended on said date, including the related schedules and notes, together with the report of an independent certified public accountant, heretofore delivered to National City, are all true and correct and present fairly (x) the financial position of Lessee as at the date of said balance sheet and (y) the results of the operations of Lessee for said fiscal year; (k) all proceedings required to be taken by Lessee to authorize the lease of the Equipment from National City and to protect National City's interest in such Equipment, free and clear of all liens and encumbrances whatsoever, have been taken; (l) Lessee has no significant liabilities (contingent or otherwise) which are not disclosed by or reserved against the financial statements referred to in (j) above; (m) all the financial statements referred to in (j) above have been prepared in accordance with generally accepted accounting principles and practices applied on a basis consistently maintained throughout the period involved; (n) there has been no change which would have a material adverse effect on the business or financial condition of Lessee from that set forth in the balance sheet referred to [NATIONAL CITY(R) LOGO] Leasing Corporation in (j) above; (o) no authorization, consent, approval, license, exemption of or filing or registration with court, governmental unit or department, commission, board, bureau, agency, instrumentality or the like is required or necessary for the valid execution and delivery of the Agreement, any xxxx of sale and the other documents and agreements referred to herein; (p) this Master Lease Agreement, the Schedules and any accompanying documents, having been duly authorized, executed and delivered to National City, constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof except as such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditor's rights generally; (q) the Equipment is personal property and neither real property nor a fixture and (r) no item of Equipment is or will be used for the storage or transport of a Hazardous Material. The foregoing representations, warranties and covenants shall be deemed to be made on the date hereof and again on the date Lessee executes each Schedule.

REPRESENTATION, WARRANTIES AND COVENANTS. Lessee 3.1 Vendor hereby represents, warrants and covenants that to and with Purchaser (such representations, warranties and covenants to survive Closing), and it shall be a condition of Purchaser’s obligations hereunder at Closing that: (a) if Lessee is a corporation, Lessee is duly organized and validly existing in good standing under the laws of the state of its incorporation and is duly qualified and licensed to do business as a foreign corporation in good standing in those jurisdictions where such qualifications are necessary to authorize Lessee to carry on its present business and operations and to own its properties or to perform its obligations hereunder; (b) if Lessee is a partnership, Lessee is duly organized and validly existing under the partnership laws of its state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; (c) if Lessee is a limited liability company, Lessee is duly organized and validly existing under the laws of its state of domicile and is duly authorized in any foreign jurisdiction where such qualification is necessary to authorize Lessee to carry on it present business and operations and to own its properties and to perform its obligations hereunder; (d) Lessee this agreement has full power, authority and legal right to execute, deliver and carry out as Lessee the terms and provisions of this Agreement and any other documents in connection with this lease transaction; (e) if Lessee is a corporation, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary corporate action, do not require the approval or consent of stockholders, or of any trustee or holders of any indebtedness or obligation of Lessee and will not violate any law, governmental rule, regulation or order binding upon Lessee or any provision of any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it is bound or to which it is subject, and will not violate any provision of the Certificate of Incorporation, By-laws or any preferred stock agreement of Lessee; (f) if Lessee is a partnership, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary partnership actions; (g) if Lessee is a limited liability company, Lessee's execution, delivery and performance of this Agreement and the other documents and agreements referred to herein, and the performance of its obligations under this Agreement have all been authorized by all necessary member action; (h) there are no pending or threatened investigations, actions or proceedings before any court or administrative agency or other tribunal body, which seek to question or set aside any of the transactions contemplated by this Agreement, or which, if adversely determined, would materially affect the condition, business or operation of Lessee; (i) Lessee is not in default in any material manner in the payment or performance of any of its obligations or in the performance of any contract, agreement or other instrument to which it is a party or by which it or any of its assets may be bound; (j) the balance sheet of Lessee as of the end of its most recent fiscal year and the related profit and loss statement of Lessee for the fiscal year ended on said date, including the related schedules and notes, together with the report of an independent certified public accountant, heretofore delivered to National City, are all true and correct and present fairly (x) the financial position of Lessee as at the date of said balance sheet and (y) the results of the operations of Lessee for said fiscal year; (k) all proceedings required to be taken by Lessee to authorize the lease of the Equipment from National City and to protect National City's interest in such Equipment, free and clear of all liens and encumbrances whatsoever, have been taken; (l) Lessee has no significant liabilities (contingent or otherwise) which are not disclosed by or reserved against the financial statements referred to in (j) above; (m) all the financial statements referred to in (j) above have been prepared in accordance with generally accepted accounting principles and practices applied on a basis consistently maintained throughout the period involved; (n) there has been no change which would have a material adverse effect on the business or financial condition of Lessee from that set forth in the balance sheet referred to [NATIONAL CITY(R) LOGO] Leasing Corporation in (j) above; (o) no authorization, consent, approval, license, exemption of or filing or registration with court, governmental unit or department, commission, board, bureau, agency, instrumentality or the like is required or necessary for the valid execution and delivery of the Agreement, any xxxx of sale and the other documents and agreements referred to herein; (p) this Master Lease Agreement, the Schedules and any accompanying documents, having been duly authorized, executed and delivered to National City, constitute legal, by Vendor and constitutes a valid and legally binding obligations obligation of LesseeVendor, enforceable against Lessee in accordance with the terms thereof except as such terms may be limited by its terms, subject to bankruptcy, insolvency or similar and other laws affecting creditors’ rights generally and subject to general principles of equity; (b) neither the enforcement execution nor delivery of creditor's rights generally; this agreement by Vendor nor completion of the transactions hereunder by Vendor will, or with the lapse of time and/or the giving of any notice would, result in any breach or default of any liability or obligation of Vendor nor violate any law, regulation or other requirement of any lawful authority; (qc) the Equipment is personal property Sold Shares have been duly and neither real property nor a fixture validly issued, as fully paid and non-assessable; and (rd) no item at Closing, Purchaser will acquire from Vendor good and marketable title to the Sold Shares, free and clear of Equipment is any lien, claim, demand, charge, mortgage, security interest or will be used for other encumbrance, subject to any restriction on transfer contained in the storage or transport articles of a Hazardous Material. The foregoing Mitel. 3.2 Purchaser hereby acknowledges that Purchaser has satisfied itself with respect to the financial condition, business and affairs of Mitel. 3.3 Purchaser hereby represents, warrants and covenants to and with Vendor (such representations, warranties and covenants to survive Closing), and it shall be deemed a condition of Vendor’s obligations hereunder at Closing, that: (a) this agreement has been duly authorized, executed and delivered by Purchaser and constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally and subject to general principles of equity; (b) neither the execution nor delivery of this agreement by Purchaser nor completion of the transactions hereunder by Purchaser will, or with the lapse of time and/or giving of any notice would, result in any breach or default of any liability or obligation of Purchaser nor violate any law, regulation or other requirement of any lawful authority; and (c) at Closing, the First Preferred Shares, Series I, will be made on the date hereof duly and again on the date Lessee executes each Schedulevalidly issued to Vendor, as fully paid and non-assessable.