Representations and Warranties Authority. Sublandlord and Subtenant each represent and warrant to the other that the individual(s) executing and delivering this Sublease on its behalf is/are duly authorized to do so and that this Sublease is binding on Subtenant and Sublandlord in accordance with its terms. Simultaneously with the execution of this Sublease, Subtenant shall deliver evidence of such authority to Sublandlord in a form reasonably satisfactory to Subtenant. Sublandlord represents and warrants that (i) to Sublandlord's actual knowledge, Master Landlord is not in material default under the Master Lease, nor has any event occurred which, after any applicable notice and/or the expiration of any grace period, shall constitute a material default by Master Landlord under the Master Lease; and (ii) to Sublandlord's actual knowledge, Sublandlord is not in material default under the Master Lease, nor has any event occurred which, after any applicable notice and/or the expiration of any grace period, shall constitute a material default by Sublandlord under the Master Lease. Except as expressly set forth in this Sublease, no representation or warranty has been given by either party, its agents and representatives, with respect to the subject matter of this Sublease, and neither party has relied upon any representations or warranty not expressly set forth herein.
Representations and Warranties Authority. 47
13.1 Seller's Representations and Warranties 47
13.2 Buyer's Representations and Warranties 48 13.3 General Covenants 49 13.4 Workforce Development 49 ARTICLE 14 ASSIGNMENT 49 14.1 General Prohibition on Assignments 49 14.2 Collateral Assignment 50 14.3 Permitted Assignment by Seller 51 14.4 Shared Facilities; Portfolio Financing 52 ARTICLE 15 DISPUTE RESOLUTION 52 15.1 Governing Law 52 15.2 Dispute Resolution 52 15.3 Attorneys' Fees 52 ARTICLE 16 INDEMNIFICATION. 53 16.1 Indemnification 53 16.2 Claims 53 ARTICLE 17 INSURANCE 53 17.1 Insurance 53 ARTICLE 18 CONFIDENTIAL INFORMATION 55 18.1 Definition of Confidential Information 55 18.2 Duty to Maintain Confidentiality 55 18.3 Irreparable Injury; Remedies 56 18.4 Permitted Disclosure 56 18.5 Public Statements 56 ARTICLE 19 MISCELLANEOUS 57 19.1 Entire Agreement; Integration; Exhibits 57 19.2 Amendments 57 19.3 No Waiver 57 19.4 No Agency, Partnership, Joint Venture or Lease 57 19.5 Severability 57 19.6 Mobile-Sierra 57 19.7 Counterparts 58 19.8 Facsimile or Electronic Delivery 58 19.9 Binding Effect 58 19.10 No Recourse to Members of Buyer 58 19.11 Forward Contract 58 19.12 Change in Electric Market Design 58
Representations and Warranties Authority a. Sublandlord and Subtenant each represent and warrant to the other that the individual(s) executing and delivering this Sublease on its behalf is/are duly authorized to do so and that this Sublease is binding on Subtenant and Sublandlord in accordance with its terms. Simultaneous with the execution of this Sublease, Subtenant shall deliver evidence of such authority to Sublandlord in a form reasonably satisfactory to Sublandlord.
b. Except as expressly set forth in this Sublease, no representation or warranty has been given by either party, its agents and representatives, with respect to the subject matter of this Sublease, and neither party has relied upon any representations or warranty not expressly set forth herein.
Representations and Warranties Authority. 9.1 Seller hereby represents and warrants to Purchaser that he has the right and authority to enter into This Agreement and to carry out its obligations hereunder.
Representations and Warranties Authority. 59
13.1 Seller’s Representations and Warranties. 59
13.2 Buyer’s Representations and Warranties. 60 13.3 General Covenants. 61 13.4 Workforce Development. 61 13.5 Local Sustainability 61 ARTICLE 14 ASSIGNMENT 62 14.1 General Prohibition on Assignments. 62
Representations and Warranties Authority. Section 5.1 of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:
Representations and Warranties Authority. (a) This Agreement and the assignment from SLG Mortgage to Assignee is made without any representation, warranty or recourse whatsoever by SLG Mortgage, except as specifically set forth in this Section 4 and Sections 5 and 8 below. Accordingly, SLG Mortgage hereby represents and warrants to Assignee that (i) SLG Mortgage is the sole owner of the Senior Loan Assigned Interests, (ii) SLG Mortgage is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified in each jurisdiction required in order to execute, deliver and perform this Agreement, (iii) SLG Mortgage has the full power and authority to enter into and consummate the transactions contemplated by this 4641-007 Doc#45 Agreement without the consent, except as otherwise set forth in Section 16 below, of any third party, is authorized to execute, deliver and perform this Agreement, and the person or persons signing this Agreement on behalf of SLG Mortgage have been duly authorized to sign this Agreement on behalf of SLG Mortgage, (iv) this Agreement constitutes a valid, legal and binding agreement of SLG Mortgage enforceable against SLG Mortgage in accordance with its terms subject to (1) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors' rights generally, and (2) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity, (v) all actions (including, without limitation, all internal approvals) necessary to authorize the execution, delivery, and performance of this Agreement on behalf of SLG Mortgage have been duly taken, and all such actions continue in full force and effect as of the date hereof, and SLG Mortgage has duly executed and delivered this Agreement, (vi) there are no conditions precedent to the effectiveness of this Agreement as against SLG Mortgage that have not been satisfied or waived, (vii) the execution and delivery of this Agreement and the performance of SLG Mortgage's obligations hereunder, (1) will not violate SLG Mortgage's organizational documents, (2) constitute a default under, or result in the breach of, any material agreement or instrument to which SLG Mortgage is a party or to which any of SLG Mortgage's assets are subject, or (3) to SLG Mortgage's knowledge, constitute a violation by SLG Mortgage of any statute, law or regulation that is applicable to SLG Mortgage, which, in each c...
Representations and Warranties Authority. 61
13.1 Seller’s Representations and Warranties 61 13.2 Buyer’s Representations and Warranties 62 13.3 General Covenants 63 13.4 Workforce Development. 63 14.1 General Prohibition on Assignments 63 14.2 Collateral Assignment 63 14.3 Permitted Assignment by Seller 65 14.4 Shared Facilities; Portfolio Financing 66 15.1 Governing Law 66 15.2 Dispute Resolution 67 15.3 Attorneys’ Fees 67 16.1 Indemnification 67 16.2 Claims 67 17.1 Insurance 68 18.1 Definition of Confidential Information 69 18.2 Duty to Maintain Confidentiality 70 18.3 Irreparable Injury; Remedies 70 18.4 Disclosure to Lenders, Etc. 71 18.5 Press Releases 71 19.1 Entire Agreement; Integration; Exhibits 71 19.2 Amendments 71 19.3 No Waiver 71 19.4 No Agency, Partnership, Joint Venture or Lease 71 19.5 Severability 71 19.6 Mobile-Sierra 72 19.7 Counterparts 72 19.8 Facsimile or Electronic Delivery 72 19.9 Binding Effect 72
Representations and Warranties Authority. 59
13.1 Seller’s Representations and Warranties. 59
13.2 Buyer’s Representations and Warranties. 59
Representations and Warranties Authority
