Representations and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof as follows:
(a) Lessee is [the State] [a political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing under the constitution and laws of the State], with full power and authority to enter into this Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder.
(b) Lessee has duly authorized the execution and delivery of this Agreement and the Acquisition Fund Agreement by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Acquisition Fund Agreement.
(c) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof.
(d) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic.
(e) Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment.
(f) During the Lease Term, the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee’s authority. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including all Renewal Terms) scheduled to be paid hereunder.
(g) Lessee has kept, and throughout the Lease Term shall keep, its books and records in accordance with generally accepted accounting principles and practices consistently applied, and shall deliver to Lessor (i) annual audited financial statements (including (1) a balance sheet,
Representations and Covenants of Lessee. Lessee further represents, warrants and covenants for the benefit of Lessor that:
Representations and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof and as of the Commencement Date of each Lease as follows:
(a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority under the constitution and laws of the state where the Lessee is located (“State”) to enter into this Agreement and each Lease and the transactions contemplated hereby and to perform all of its obligations hereunder and under each Lease; (b) Lessee has duly authorized the execution and delivery of this Agreement and each Lease by proper action of its governing body at a meeting duly called and held in accordance with State law, or by other appropriate official approval, and all requirements have been met and procedures have occurred to ensure the validity and enforceability of this Agreement and each Lease; (c) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic; (d) Lessee has complied with such public bidding requirements as may be applicable to this Agreement and each Lease and the acquisition by Lessee of the Equipment as provided in each Lease; (e) during the Lease Term, the Equipment will be used by Lessee solely and exclusively for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissible scope of
Representations and Covenants of Lessee. Lessee hereby makes the following representations, warranties and covenants to Lessor, each of which is material and is being relied upon by Lessor, and each of which shall be true as of the date hereof and shall continue to be true throughout the term of this Agreement.
Representations and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor on the date hereof as follows:
(a) Lessee is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State, with full power and authority to enter into this Agreement, each Lease, each Escrow Agreement and the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and under each Lease and each Escrow Agreement.
Representations and Covenants of Lessee. The Lessee makes the following representations and covenants as the basis for the undertakings on its part herein contained:
(a) The Lessee is a for-profit business corporation duly organized and validly existing under the laws of the State of Delaware, authorized to do business in the State of West Virginia, and has the corporate power and authority to execute, deliver and perform each of the Lease Documents to which it is a party. Each of the Lease Documents to which Lessee is a party has been duly authorized, executed and delivered by the Lessee, when appropriate.
(b) Neither the execution and delivery of any of the Lease Documents to which Lessee is a party or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Lease Documents to which Lessee is a party will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Lessee’s Articles of Incorporation, By-laws, as amended, or any corporate restriction or any agreement or instrument to which the Lessee is a party or by which it is bound, or result in the creation or imposition of any lien of any nature upon any of the property of the Lessee under the terms of any such Articles of Incorporation, By-laws, restriction, agreement or instrument, except for Permitted Encumbrances.
(c) No litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or, to its knowledge, threatened against the Lessee with respect to (i) the existence of the Lessee, (ii) its authority to execute or deliver this Lease Agreement or any of the Lease Documents, (iii) the validity or enforceability of the Lease Documents or the transactions contemplated hereby or thereby, or (iv) the title of any officer of the Lessee who executed the Lease Documents. No such authority or proceedings have been repealed, revoked, rescinded or amended and all are in full force and effect.
(d) Each of the Lease Documents to which Lessee is a party constitutes a legal, valid and binding obligation of the Lessee enforceable against the Lessee in accordance with its terms.
(e) To the extent such representations and warranties are true and correct on the date certified, Lessee shall at the request of Lessor provide to Lender the following representations and warranties:
(i) Lessee is a duly organized and validly existing corporation under the laws of the State of Delawa...
Representations and Covenants of Lessee. Lessee covenants, represents and warrants to Lessor that:
(a) Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, and has all requisite power and authority to own its properties, to carry on its business as now being conducted, to execute and deliver this Lease and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.
(b) Neither the execution of this Lease, nor the performance of its terms, shall result in any breach of, or constitute a default under, or violation of, Lessee's articles of incorporation, bylaws, or any agreement to which Lessee is a party or by which Lessee is bound.
(c) No approval, consent or withholding of objection is required from any governmental authority with respect to the entering into, or performance of the lease by Lessee.
(d) The information concerning Lessee set forth in this Lease and the Exhibits attached hereto, and any document, statement or certificate furnished or to be furnished to Lessor pursuant hereto does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or therein or necessary to make the statements and facts contained herein or therein, in light of the circumstances in which they are made, not false or misleading in any material respect. Lessee has disclosed to Lessor all material facts presently known to Lessee pertaining to the transaction contemplated by this Lease and the Exhibits hereto. Copies of all documents heretofore or hereafter delivered or made available to Lessor pursuant to this Lease were or will be complete and accurate copies of such documents.
(e) At no time during the Term shall Lessee, cause, permit or suffer any of the Assets be moved, transferred or relocate, whether temporarily or permanently, from the Premises, without the prior written consent of Lessor.
(f) At all times during the Term, Lessee shall cause the Landlord or owner or entity managing the Premises, to enter into and maintain in full force and effect a landlord’s waiver or processor agreement, as applicable, in form and content acceptable to the Lessor permitting Lessor to enter on to the Premises and to exercise its remedies under this Lease, including, but not limited to, Lessor’s rights and remedies set forth in Section 10 above.
Representations and Covenants of Lessee. Lessee represents and covenants to Lessor that:
(a) Lessee is duly organized and in good standing under the laws of the State of Michigan and will remain so during the term of this Equipment Lease;
(b) Lessee has full power and authority to execute, deliver and perform its obligations under this Equipment Lease;
(c) The execution, delivery, and performance of this Equipment Lease has been fully authorized by all necessary action by Lessee and will not violate or conflict with any provision of Lessee's organizational documents or any agreement or court order to which Lessee is a party or by which it is bound;
(d) Lessee at its own expense shall keep hazard and general liability insurance for its operations, in amounts and with insurers approved by Lessor, and Lessee shall name Lessor as an additional insured and loss payee on all policies of insurance;
(e) Lessee shall supply all rigging devices such as slings, chains, hooks, and similar equipment, if necessary. If Lessee wishes to use any such rigging belonging to Lessor, Lessee agrees to inspect such equipment and assumes all liability for the adequacy of design or strength of any rigging or lifting apparatus used.
Representations and Covenants of Lessee. Lessee represents that all financial and other information furnished to Lessor was, at the time of delivery, true and correct. As soon as practicable, and in any event within ninety (90) days after the close of each fiscal year of Lessee, Lessee shall furnish to Lessor Tomahawk Corporation's consolidated annual audited reports for such year, including statements of income, retained earnings and changes in financial position of Lessee for such fiscal year and balance sheets as of the close of such fiscal year, reviewed without qualification by independent certified public accountants of recognized standing selected by Lessee and reasonably satisfactory to Lessor, together with (or included in such review) a written statement of such accountants substantially to the effect that (i) such accountants reviewed such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as they considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of Lessee as of the end of such fiscal year and the results of its operations and the changes in its financial position for the fiscal year then ended, in conformity with GAAP applied on a basis consistent with that of the preceding fiscal year (except for changes in application in which such accountants concur). Within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year, Lessee shall furnish to Lessor a copy of Tomahawk Corporation's interim financial statements, certified by an Executive Officer of Tomahawk Corporation or if Tomahawk Corporation chooses, audited as set forth above and certified by an Executive Officer of Tomahawk Corporation, in conformity with GAAP. During the term of the Lease, Lessee shall provide Lessor with such additional financial statements as Lessor requests. Lessee has taken all action necessary to assure that there will be no material adverse change to Xxxxxx's business by reason of the advent of the year 2000, including without limitation that all computer-based systems, embedded microchips and other processing capabilities effectively recognize and process dates after April 1, 1999. At Lessor's request, Lessee shall provide to Lessor assurance reasonably acceptable to Lessor that Lessee's computer-based systems, embedded microchips and other processing capabil...
Representations and Covenants of Lessee. Lessee represents that all financial and other information furnished to Lessor was, at the time of delivery, true and correct. During the term of the Lease, Lessee shall provide Lessor, on an ongoing basis, audited annual financial statements within 120 days of each fiscal year end and quarterly financial statements within sixty (60) days of each quarter signed by Xxxxxx's chief financial officer and such interim financial statements as Lessor requests. Such financial and other information shall be kept confidential except that Lessor may disclose such information to its accountants, attorneys and employees and as may be required in accordance with law. During the term of the Lease, Xxxxxx shall not incur any additional indebtedness other than the indebtedness incurred in the ordinary course of business
