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 Lessee’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 Lessee 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 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 Eighth 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 Eighth Amendment, and the consent or joinder of no other person or entity is required in connection therewith.
REPRESENTATIONS AND WARRANTIES BY LESSEE. Lessee hereby represents and warrants to Lessor:
REPRESENTATIONS AND WARRANTIES BY LESSEE. Lessee represents and warrants:
a. That he/she has fully read this Agreement and that he/she has been instructed about and fully understands the safe operation of the Unit. Lessee shall observe all safety precautions contained herein, including, but not limited to, constant supervision of the participants.
b. That he/she shall keep the Unit in the same condition as when received, ordinary wear excepted.
c. That he/she shall be responsible for the safe return of the Unit to Lessor through Lessor's agent who delivers and picks up the Unit. Lessee shall only allow the same person to deliver the Unit to pick up the Unit. In the event that the Unit is not safely returned, Lessee shall pay Lessor the full fair market value of the Unit.
d. That he/she has followed the instructions under Section 3 hereunder.
e. That he/she has not removed the Unit from the location of installation.
f. That he/she has not made alterations or attachments to the Unit.
g. That he/she has received the Unit in good working order and condition.
REPRESENTATIONS AND WARRANTIES BY LESSEE. The Lessee makes the following representations and warranties:
(a) The Lessee is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, is not in violation of any provision of its articles of organization or operating agreement, has the power and authority to own its property and assets, to carry on its business as now being conducted by it and to execute, deliver and perform this Agreement. The Lessee is duly qualified to do business in New York.
(b) The execution, delivery and performance of this Agreement and the other Security Documents to which the Lessee is a party and the consummation of the transactions herein contemplated have been duly authorized by all requisite action on the part of the Lessee and will not violate any provision of law, any order of any court or agency of government, or the articles of organization or operating agreement of the Lessee, or any indenture, agreement or other instrument to which the Lessee is a party or by which it or any of its property is subject to or bound, or be in conflict with or result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument or result in the imposition of any lien, charge or encumbrance of any nature whatsoever other than Permitted Encumbrances.
(c) The financial assistance of the Agency in the financing of a portion of the costs of the Project is reasonably necessary to induce the Lessee to proceed with the Project.
(d) Any costs incurred with respect to that part of the Project paid from the proceeds of the sale of the Series 2003A Bonds shall be capable of being treated on the books of the Lessee as capital expenditures in conformity with generally accepted accounting principles applied on a consistent basis.
(e) The property included in the Facility is property of the character subject to the allowance for depreciation under Section 167 of the Code.
(f) No part of the proceeds of the Series 2003A Bonds will be used to finance inventory or will be used for working capital.
(g) Expenses for supervision by the officers or employees of the Lessee, and expenses for work done by such officers or employees in connection with the Project will be included as a Project Cost only to the extent that such Persons were specifically employed for such particular purpose, the expenses do not exceed the actual cost thereof and are to be treated on the books of th...
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.
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.
REPRESENTATIONS AND WARRANTIES BY LESSEE. The Lessee represents and warrants that:
(a) The Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Alabama. Lessee has all requisite power and authority, corporate and otherwise, to conduct its business and to own its properties and is duly qualified as a foreign corporation in good standing in all jurisdictions in which its failure so to qualify could have a Material Adverse Effect on its financial condition or business.
(b) The Lessee has, by all necessary action, duly authorized the execution, delivery and performance of this Agreement, and when duly executed and delivered by the Lessor, this Agreement will constitute a legal, valid and binding obligation of the Lessee.
(c) The Lessee will comply fully at all times with the Lessee's Arbitrage and Tax Certificate, and the Lessee will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Lessee's Arbitrage and Tax Certificate.
REPRESENTATIONS AND WARRANTIES BY LESSEE. The Lessee makes the following representations and warranties:
(a) The Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is in good standing under and duly qualified to transaction business in the State of New York, is not in violation of any provision of its certificate of incorporation or by-laws, has corporate power and authority to own its property and assets, to carry out its business as now being conducted by it and to execute, deliver and perform this Agreement.
(b) The execution, delivery and performance of this Agreement, each other Security Document to which it is or shall be a party and the Remarketing Agreement and the consummation of the transactions herein and therein contemplated have been duly authorized by all requisite corporate or company action, as appropriate, on the part of the Lessee and will not violate any provision of law, any order of any court or agency of government, or the organization documents or by-laws, if any, of the Lessee, or any indenture, agreement applicable to the Lessee or other instrument to which the Lessee is a party or by which it or any of its property is bound, or be in conflict with or result in a breach of or constitute (with due notice and/or lapse of time) a default by the Lessee under any such indenture, agreement or other instrument or result in the imposition of any lien, charge or encumbrance of any nature whatsoever other than Permitted Encumbrances.
(c) [Reserved].
(d) There is no action or proceeding pending or, to the Lessee's knowledge, threatened by or against the Lessee by or before any court or administrative agency that would adversely affect the ability of the Lessee to perform its obligations under this Agreement, each other Security Document to which it shall be a party and the Remarketing Agreement and all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by the Lessee as of the date hereof in connection with the execution and delivery of this Agreement, each other Security Document to which the Lessee shall be a party and the Remarketing Agreement or in connection with the performance of the obligations of the Lessee hereunder, under each of the Security Documents and under the Remarketing Agreement have been obtained.
(e) The assistance of the Agency in the financing of a portion of the costs of the Project is reasonably necessary to induce the Lessee to proceed with ...
