Representations and Covenants of Lessor Sample Clauses

Representations and Covenants of Lessor. Lessor hereby makes the following representations, warranties, and covenants to Lessee, each of which is material and is being relied upon by Lessee, and each of which shall be true as of date hereof.
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Representations and Covenants of Lessor. Lessor represents, covenants and warrants for the benefit of Lessee on the date hereof as follows: (a) The Lessor is a corporation duly organized and existing under the laws of the State of Kansas, 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. (b) The representatives of the Lessor executing this Agreement, each Lease and each Escrow Agreement are fully authorized to execute the same. (c) This Agreement, each Lease and each Escrow Agreement have been duly authorized, executed and delivered by the Lessor and constitute the legal, valid and binding agreements of the Lessor, enforceable against the Lessor in accordance with their respective terms.
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Representations and Covenants of Lessor. Lessor represents, covenants and warrants for the benefit of Lessee on the date hereof as follows: (a) Lessor is a limited liability company duly organized and validly existing and in good standing pursuant to the laws of the State of Delaware and is authorized to transact business in the State of Arizona. (b) Lessor possesses all requisite authority, power, licenses, permits and franchises to conduct all business contemplated in this Agreement and to observe and perform its covenants, agreements and obligations pursuant to this Agreement. (c) To the extent applicable, pursuant to the provisions of the Arizona Revised Statutes Section 41-4401, Lessor hereby warrants and certifies it is in material compliance with all federal immigration laws and regulations that relate to its employees and it is in material compliance with the E-verify requirements in accordance with Arizona Revised Statutes Section 23-214(A). Lessee retains the legal right to randomly inspect the papers and records of Lessor related to Xxxxxx’s personnel to ensure that Lessor is complying with the above-mentioned certification and warranty. Lessor covenants to keep its papers and records open for random inspection by Lessee during normal business hours. Lessor shall cooperate with the Lessee’s random inspections including granting Lessee entry rights onto its property to perform the random inspections and waiving its rights to keep such papers and records confidential. (d) Pursuant to Section 35-393 et seq., Arizona Revised Statutes, the Lessor hereby certifies it is not currently engaged in, and for the duration of this Agreement shall not engage in, a boycott of Israel. The term “boycott” has the meaning set forth in Section 35-393, Arizona Revised Statutes. If the Lessee determines that the Lessor’s certification above is false or that it has breached such agreement, the Lessee may impose remedies as provided by law.
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Representations and Covenants of Lessor. The Lessor makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Lessor is a public instrumentality duly created and validly existing under the laws of the State of West Virginia, authorized to do business in the State of West Virginia, and has the 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 Lessor is a party has been duly authorized, executed and delivered by the Lessor, when appropriate. (b) The Lessor holds good and marketable title to the Site and the Existing Campus and, upon the Delivery Date, the Lessor under this Lease Agreement will hold good and marketable title to the Expanded Campus including without limitation the Fixtures, and will lease the Expanded Campus to the Lessee pursuant to this Lease Agreement, all for the promotion of the social and economic welfare of the County and the surrounding area. (c) Neither the execution and delivery of any of the Lease Documents to which Lessor 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 Lessor is a party will conflict with or result in a breach of the Lessor’s enabling ordinance, or of any restriction or any agreement or instrument to which the Lessor is a party or by which it is bound, or result in the creation or imposition of any lien of any nature upon any property of the Lessor under the terms of any such ordinance, restriction, agreement or instrument, except for Permitted Encumbrances. (d) 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 Lessor with respect to (i) the existence of the Lessor, (ii) its authority to execute or deliver this Lease Agreement or any of the Lease Documents to which it is a party, (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 Lessor 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. (e) Each of the Lease Documents executed and delivered by Lessor constitutes a legal, valid and binding obligation of the Lessor enforceable against the Lessor in accordance with its terms.
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Representations and Covenants of Lessor. Lessor represents, covenants and warrants for the benefit of Lessee on the date hereof and as of the Commencement Date of this Lease as follows: (a) Lessor, at the request of the Lessee, will pay for the Equipment from and; (b) Pursuant to Section 22, Lessor will convey clear title for the Equipment to Lessee if and when Lessee exercises the purchase option.
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Representations and Covenants of Lessor. Effective as of the date of execution hereof, as of the Closing Date, the Lessor represents and warrants to and covenants with the Credit Bank, the Issuer and the Lessee as follows:
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Representations and Covenants of Lessor. Section 1.3.1. The Lessor hereby makes the following representations, warranties and covenants, each of which is limited to the knowledge of the Lessor, which are true and correct as of the date of this Agreement and the Effective Date. As used in this Agreement, the term “material adverse effect” means any effect, change, development, event or circumstance that, considered together with all other effects, changes, developments, events or circumstances, is or could reasonably be expected to become materially adverse to, or has or could reasonably be expected to have a result in a material adverse effect on, (a) the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the System, (b) the ability of Goose Creek to consummate the transactions contemplated by this Agreement or to perform any of its obligations under the this Agreement or the Electric Service Agreement, or (c) the rights or benefits explicitly granted to Goose Creek in this Agreement or the Electric Service Agreement. A. The Lessor is the sole owner of good and marketable fee simple title to all of the Premises and the Delivery Facilities, subject only to those liens, claims, options, encumbrances, rights-of-way, easements, conditions, covenants and restrictions that would not have a material adverse effect. B. No options or other contracts have been granted or entered into that are still outstanding giving any other party a right to purchase any interest in the Premises or the Delivery Facilities and no options or other contracts will be granted or entered into by the Lessor giving any other party a right to purchase any interest in the Premises and the Delivery Facilities, except to the extent that such options or other contracts would not be reasonably expected to have a material adverse effect. C. The Lessor is not in violation of and has not received notice of the violation of any applicable building, zoning or other ordinances, resolutions, statutes or regulations of any government or governmental agency in respect to operation, use, maintenance or condition of the Premises and the Delivery Facilities or any part thereof or requiring any repairs or alterations thereto except for any such violation that would not have a material adverse effect. D. There are no condemnation or eminent domain proceedings pending or contemplated against the Premises and the Delivery Facilities or to the best of the Lessor’s knowledge pending or...
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Representations and Covenants of Lessor. Representations and Covenants of Lessee 8 ---------------------------------------
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Related to Representations and Covenants of Lessor

  • Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Representations and Covenants of the Trust A. The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Trust or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Trust, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Trust and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Trust agrees to advise the Distributor promptly in writing: (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Trust agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Trust represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Trust has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Trust agrees not to enter into any agreement (whether orally or in writing) under which the Trust directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Trust fails to comply with the provisions of FINRA Rule 2830(k), the Trust shall promptly notify the Distributor.

  • Representations and Covenants of the Company The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project: a. The Company is a business corporation duly formed and validly existing under the laws of the State of New York, has the authority to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement. b. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the Company under the terms of any such instrument or agreement. c. The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection. d. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, an in which an adverse result would in any way diminish or adversely impact on the Company’s ability to fulfill its obligations under this Agreement. e. The Company covenants that the Project will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist at the Project except in compliance with all material applicable laws, (ii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances at the Project or onto any other property,

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA; (5) It: (i) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Advisor if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and (6) In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants, throughout the term of this Agreement and until all Obligations have been paid and performed in full:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants:

  • Representations and Warranties of Lessee As of the Effective Date hereof, each Lessee represents and warrants to the Lessor as follows: (a) Lessee is duly organized and validly existing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State and has full power, authority and legal right to execute and deliver this Amendment and to perform and observe the provisions of this Amendment to be observed and/or performed by Lessee. (b) This Amendment has been duly authorized, executed and delivered by Lessee, and constitutes and will constitute the valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as such enforceability may be limited by creditors rights, laws and general principles of equity. (c) Lessee is solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in default in the payment of any taxes levied or assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee's condition, financial or otherwise, or Lessee's prospects or the Leased Property. (d) No consent, approval or other authorization of, or registration, declaration or filing with, any governmental authority is required for the due execution and delivery of this Amendment, or for the performance by or the validity or enforceability of this Amendment against Lessee. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of such party; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee.

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

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