Representations and Warranties by Lessee. Lessee warrants to Lessor that (1) the financial statements of Lessee heretofore furnished to Lessor are true and correct to the best of Lessee's knowledge, (2) there has been no significant adverse change in Lessee's financial condition since the date of the financial statements, (3) the financial statements fairly represent the financial condition of Lessee upon those dates and at the time of execution hereof, (4) there are no delinquent taxes due and unpaid by Lessee, and (5) Lessee and none of the officers or partners of Lessee (if Lessee is a corporation or partnership) have ever declared bankruptcy. Lessee warrants that Lessee has disclosed in writing to Lessor all lawsuits pending or threatened against Lessee, and Lessee has made no material misrepresentation or material omission of facts regarding Lessee's financial condition or business operations. All financial statements must be dated and signed by Lessee. Lessee acknowledges that Lessor has relied on the above information furnished by Lessee to Lessor and that Lessor would not have entered into this lease otherwise.
Representations and Warranties by Lessee. Lessee represents and warrants to Lessor that: (a) the Lease constitutes the Lessee's legal, valid and binding obligation and is enforceable against Lessee in accordance with its terms; (b) Lessee's entry into and performance under the Lease will not result in any breach, default or violation under Xxxxxx's charter documents (articles of incorporation and bylaws in the case of a corporation or partnership agreement in the case of a partnership or articles of organization and operating agreement in the case of a limited liability company) or any other agreement to which Lessee is a party or to which it or its property is subject; (c) there are no suits or proceedings pending or threatened before any court, government agency or arbitrator which, if determined adversely to Lessee, would have a material adverse effect on its financial condition or ability to perform its obligations under the Lease; (d) that any financial statements or other information which Lessee has furnished Lessor concerning the business or condition of Lessee was true, correct and complete at the time furnished or as of the date of such financial statements; (e) the Equipment shall remain personal property; with respect to any Equipment that is the subject of any sale and leaseback transaction pursuant hereto, Lessee has good title to, rights in, and/or power to transfer all of the same. The Equipment is removable from and is not essential to the premises upon which it is located regardless of its attachment to realty, and Xxxxxx agrees to take such action at its expense as may be necessary to prevent any third party from acquiring any interest in the Equipment as a result of its attachment to realty with respect to all of the Equipment leased hereto.
Representations and Warranties by Lessee. Lessee hereby represents and warrants to Lessor:
Representations and Warranties by Lessee. The Lessee makes the following representations and warranties:
Representations and Warranties by Lessee. Lessee represents and warrants to Lessor that: (i) Lessee has not previously assigned, sublet, encumbered or otherwise transferred the Lease or Lessee’s interest therein, (ii) this Tenth Amendment constitutes a valid and legally binding obligation of Lessee and is enforceable in accordance with its terms, and (iii) Lessee has the requisite power and authority to execute and deliver this Tenth Amendment, and the consent or joinder of no other person or entity is required in connection therewith.
Representations and Warranties by Lessee. Lessee makes the following representations and warranties to the Authority as of the date of delivery hereof and as of the Commencement Date: (a) Lessee is a nonprofit corporation duly incorporated,validly existing and in good standing under the laws of the State. (b) Lessee has the power and authority to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated hereunder,and this Agreement does not violate the articles of incorporation or bylaws of Lessee or any provision of any agreement to which Lessee is a party or any provision of any agreement or any order,decree,judgment,rule,regulation, or requirement of a court or a public agency,body or other authority by which Lessee is bound. (c) Lessee is duly authorized to execute,deliver and perform this Agreement. (d) There is no litigation or administrative proceeding pending against Lessee that could materially and adversely affect the properties, assets, financial condition or operations of Lessee or the right of Lessee to carry on its business as presently conducted or as proposed in this Agreement.Lessee is not subject to any judgment,decree,order,ruling or regulation of any court,board or other governmental or administrative agency that would materially and adversely affect the properties, assets, financial condition or operations of Lessee or the right of Lessee to carry on its business as presently conducted or as proposed in this Agreement. (e) Lessee represents that, as of the Commencement Date: (i)it shall be an organization as described in Section 501(cX3) of the Code; (ii)the facts and circumstances which form the basis of the 11 Xxxxx Memorial Hospital Corporation FIN:00-0000000 application for tax-exempt status as represented to the Internal Revenue Service continue to exist; (iii) it shall be exempt from federal income taxes under Section 501(a) of the Code; and (iv)it shall not be a "private foundation"as defined in Section 509(a)of the Code. ARTICLE 5
Representations and Warranties by Lessee. If Lessee is a corporation, Lessee represents and warrants that (i) it is duly-organized, validly-existing and in good standing in the state of its incorporation and is qualified to do business wherever such qualification is required; (ii) it has the lawful corporate power and authority to conduct its business, own its assets and to execute, deliver and comply with the provisions of this Lease, any Equipment Schedule and any related documentation: and (iii) the execution and delivery of this Lease and compliance by Lessee with the provisions hereof have been duly authorized by all necessary corporate action. If Lessee is an individual or a partnership, Lessee represents and warrants that Lessee has the legal capacity to enter into this Lease. Lessee represents and warrants that the execution, delivery and compliance with the provisions of this Lease do not and will not violate the provisions of any applicable law or government regulation. Lessee represents and warrants that it is not in default of any evidence of indebtedness, loan agreement, capital lease, security instrument or other material agreement to which Lessee is party, and that the execution and delivery of this Lease any Equipment Schedule and any related documentation does not and will not constitute or result in any such default. Lessee is not a party to any agreement which has or could have a material adverse effect on Lessee's ability to satisfy its obligations under this Lease. Lessee represents and warrants that (i) it has filed all Federal, State, and local tax returns required under applicable law and paid all taxes, charges and fines and assessments shown on such returns or otherwise imposed upon or assessed against Lessee when due; (ii) there are no judgments outstanding against Lessee or pending actions or proceedings before any court or administrative body which result or could result in a material adverse change in Lessee's business or financial affairs; and (iii) no consent of shareholders or of any public or governmental authority or agency is necessary in connection with the execution, delivery or compliance with the provisions of this Lease and any related documentation.
Representations and Warranties by Lessee. Lessee represents and warrants to Landlord as follows:
Representations and Warranties by Lessee. Lessee warrants to Lessor that financial statements on file and publicly available as to Lessee are true and correct and may be relied upon by Lessor.
Representations and Warranties by Lessee. Lessee represents and warrants to Lessor that (i) the making of this Lease and any Lease Schedule executed by Lessee is duly authorized on the part of Lessee and that upon due execution thereof by Lessee and Lessor they shall constitute valid obligations binding upon, and enforceable against, Lessee in accordance with their terms; (ii) neither the making of this Lease or such Lease Schedule, nor the due performance by Lessee, including the commitment and payment of the Rent, shall result in any breach of, or constitute a default under, or violation of, Lessee's organizing documents, articles of incorporation, by-laws, or indentures, notes or any material agreement to which Lessee is a party or by which Lessee is bound; (iii) no material approval or consent not already obtained or withholding of objection is required from any governmental authority with respect to the entering into, or performance of this Lease or any Lease Schedule by Lessee; (iv) Lessee has obtained all material licenses and permits required under applicable laws or regulations (the "Gaming Laws") for the operation of its business.
