Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the type, and duly organized under the laws of the state, set forth on the cover page of this Agreement, is validly existing and in good standing under the laws of its state of organization, is duly qualified to do business and in good standing under the laws of the State, is not in violation of any provision of any of the Lessee’s Organizational Documents, has the requisite 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 and each other Project Document to which it is or shall be a party.
(b) This Agreement and the other Project Documents to which the Lessee is a party (x) have been duly authorized by all necessary action on the part of the Lessee, (y) have been duly executed and delivered by the Lessee, and (z) constitute the legal, valid and binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terms.
(c) The execution, delivery and performance of this Agreement and each other Project Document to which the Lessee is or shall be a party and the consummation of the transactions herein and therein contemplated will not (x) violate any provision of law, any order of any court or agency of government, or any of the Lessee’s Organizational Documents, or any indenture, agreement or other instrument to which the Lessee is a party or by which it or any of its property is bound or to which it or any of its property is subject, (y) 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 (z) result in the imposition of any lien, charge or encumbrance of any nature whatsoever other than Permitted Encumbrances.
(d) There is no action or proceeding pending or, to the best of the Lessee’s knowledge, after diligent inquiry, 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 or any other Project Document to which it is or shall be a party.
(e) The Financial Assistance provided by the Agency to the Lessee and the Sublessee through the Straight-Lease Transaction as contemplated by this Agreement is necessary to induce the Lessee and the Sublessee to proceed with the Project.
(f) The tr...
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the type, and duly organized under the laws of the state, set forth on the cover page of this Agreement, is validly existing and in good standing under the laws of its state of organization, is duly qualified to do business and in good standing under the laws of the State, is not in violation of any provision of any of the Lessee’s Organizational Documents, has the requisite 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 and each other Project Document to which it is or shall be a party.
(b) This Agreement and the other Project Documents to which the Lessee is a party
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties as the basis for the undertakings and covenants herein contained:
(a) The Lessee is a consolidated county-wide government and a political subdivision under the laws of the State of Georgia having power to enter into and execute and deliver this Lease, and, by proper action of its governing body, has authorized the execution and delivery of this Lease and the taking of any and all such actions as may be required on its part to carry out, give effect to, and consummate the transactions contemplated by this Lease and the 2019A Resolution, and no approval or other action by any governmental authority, agency, or other person is required in connection with the delivery and performance of this Lease by it except as shall have been obtained as of the date hereof;
(b) The proceeds of the Series 2019A Bond to be deposited in the Construction Fund under the 2019A Resolution, together with the investment income thereon, and together with such other funds, if any, as may be necessary to be contributed to the 2019A Project by the Lessee in accordance with this Lease, will be sufficient to pay the cost of acquiring, constructing, and equipping the 2019A Project substantially in accordance with the plans and specifications and in a manner suitable for the intended operations thereof;
(c) The Lessee does not rely on any warranty of the Authority, either express or implied, except as provided herein, as to any title to or condition of the 2019A Project or that the 2019A Project or any portions thereof will be suitable to the Lessee’s needs, and the Lessee recognizes that the Authority is not authorized to expend any funds for the 2019A Project other than rental revenue received by it therefrom or the proceeds of the Series 2019A Bond or other funds granted to it for such purposes;
(d) The authorization, execution, delivery, and performance by the Lessee of this Lease and compliance by the Lessee with the provisions thereof do not violate the laws of the State of Georgia relating to the Lessee or constitute a breach of or a default under any other law, court order, administrative regulation or legal decree, or any agreement or other instrument to which it is a party or by which it is bound;
(e) All portions of the 2019A Project which shall have been acquired by the Lessee prior to the execution and delivery of the Series 2019A Bond and for which the Lessee is to receive payment or reimbursement from bond proceeds...
Representations and Warranties by the Lessee. The Lessee acknowledges that the Lessor has entered or, as the case may be, shall enter into the Lease Documents to which it is, or is to be, a party in full reliance on representations by the Lessee in the terms set out in Schedule 3 Part 1 and the Lessee warrants to the Lessor that the statements made in Schedule 3 Part 1 are, as at the date of this Agreement, true and accurate.
Representations and Warranties by the 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, is not in violation of any provision of any of the Lessee’s Organizational Documents, has the requisite 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 and each other Project Document to which it is or shall be a party.
(b) This Agreement and the other Project Documents to which the Lessee is a party (x) have been duly authorized by all necessary action on the part of the Lessee, (y) have been duly executed and delivered by the Lessee, and (z) constitute the legal, valid and binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terms.
(c) The execution, delivery and performance of this Agreement and each other Project Document to which the Lessee is or shall be a party and the consummation of the transactions herein and therein contemplated will not (x) violate any provision of law, any order of any court or agency of government, or any of the Lessee’s Organizational Documents, or any indenture, agreement or other instrument to which the Lessee is a party or by which it or any of its property is bound or to which it or any of its property is subject (including, without limitation, the Master Lease Agreement, the Xxxxxxxxx Agreement and the Condominium Documents),
Representations and Warranties by the Lessee. The Lessee is a company duly incorporated and validly existing under the laws of the Commonwealth of the Bahamas and has the corporate power and authority to own its assets and carry on its business as it is being presently conducted and to enter into and perform its obligations under the Lease Documents to which it is or is to be a party and to consummate the transactions contemplated hereby;
Representations and Warranties by the Lessee. Section 2.01 of the Original Lease is amended to add the following representations and warranties of the Lessee as of the date hereof:
(a) The Lessee is a duly organized and existing County under Title 00-00-000 of the Colorado Revised Statutes and a political subdivision of the State of Colorado; and
(b) No Event of Default has occurred under the Original Lease and is continuing and no Event of Default will exist under the Original Lease immediately after giving effect to the amendment contained herein; and
(c) No consent of any other person or filing or action by any Governmental Authorities, is required to authorize the execution, delivery and performance of this First Amended Lease; and
(d) This First Amended Lease has been duly executed by the duly authorized officers of the Lessee and constitutes the legal, valid and binding obligation of the Lessee, enforceable in accordance with its terms, except as enforcement thereof may be subject to the effect of any applicable (i) bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and (ii) general principles of equity; and
(e) The execution and delivery and performance of the agreements in this First Amended Lease will not violate any law, statute or regulation applicable to the Lessee or any order or decree of any federal, state, county, municipal, local or foreign court or governmental agency, authority, instrumentality or regulatory body, or conflict with or result in the breach or any contractual obligation of the Lessee; and
(f) All of the Lessee’s representations and warranties contained in the Original Lease are true and correct as of the date of this First Amended Lease.
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee has power to enter into, and to perform and observe the agreements and covenants on its part contained in, this Lease.
(b) Neither the execution and delivery of this Lease, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof, conflicts or will conflict with, or results or will result in a breach of, any of the terms, conditions or provisions of any agreement, instrument or court or other governmental order to which the Lessee is now a party or by which it is bound, or constitutes or will constitute a default under any of the foregoing.
(c) The Project Site and the Rights of Way are located wholly within the unincorporated portion of Xxxxxxxxxx Xxxxxx, Louisiana.
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee has power to enter into, and to perform and observe the agreements and covenants on its part contained in, this Lease Agreement.
