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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City. (g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers. (h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State. (i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State. (j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act. (k) Except as permitted by Section 8.9, no Person other than the Lessee and/or the Sublessee is or will be in use, occupancy or possession of any portion of the Facility. (l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents. (m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements. (n) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facility. (o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit. (p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements. (q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 2 contracts
Samples: Agency Lease Agreement, Agency Lease Agreement
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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9, no Person other than the Lessee and/or the Sublessee is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 2 contracts
Samples: Agency Lease Agreement, Agency Lease Agreement
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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph subparagraph
(i) of paragraph four of subdivision (b) of Section section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9During the Term, no Person other than the Lessee and/or the Sublessee is or Facility will be in use, occupancy or possession of any portion of the Facilityused for Approved Project Operations.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee are (i) is in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the FacilityFacility and (ii) certifies, under penalty of perjury, that each is in substantial compliance with all local, state and federal tax, worker protection and environmental laws, rules and regulations.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable. The Lessee represents and warrants that the Project Improvements Investment for the Project is $6,939,000.
(r) The amounts available to the Lessee are sufficient to pay all costs in connection with the completion of the Project.
(s) Reserved.
(t) Subject to Section 3.7 and Article VI, no property constituting part of the Facility shall be located at any site other than at the Facility Realty.
Appears in 1 contract
Samples: Agency Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warrantieswarranties as the basis for the undertakings and covenants herein contained:
(a) The Lessee is an Entity of the type, a consolidated county-wide government and duly organized a political subdivision under the laws of the stateState of Georgia having power to enter into and execute and deliver this Lease, set forth on and, by proper action of its governing body, has authorized the cover page execution and delivery of this AgreementLease 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 Resolution, and no approval or other action by any governmental authority, agency, or other person is validly existing required in connection with the delivery and in good standing under the laws performance of its state of organization, is duly qualified to do business and in good standing under the laws this Lease by it except as shall have been obtained as 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.date hereof;
(b) This Agreement 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 Projects or that the Projects 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 Projects other Project Documents to which than rental revenue received by it therefrom or the Lessee is a party (x) have been duly authorized by all necessary action on the part proceeds 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.Series 2024 Taxable Bonds or other funds granted to it for such purposes;
(c) The authorization, execution, delivery delivery, and performance by the Lessee of this Agreement Lease and each other Project Document to which compliance by the Lessee is or shall be a party and with the consummation provisions thereof do not violate the laws of the transactions herein and therein contemplated will not (x) violate State of Georgia relating to the Lessee or constitute a breach of or a default under any provision of other law, any order of any court order, administrative regulation, or agency of governmentlegal decree, or any of the Lessee’s Organizational Documentsagreement, or any indenture, agreement or other instrument to which the Lessee it 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.bound;
(d) There is no action litigation or proceeding pending orpending, or to the best knowledge of the Lessee’s knowledge, after diligent inquiry, Lessee threatened, by or against the Lessee by or before any court or administrative agency that other entity which would adversely have a material adverse affect on the ability right of the Lessee to perform execute this Lease or its ability to comply with any of its obligations under this Agreement or any other Project Document to which it is or shall be a partyLease.
(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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9, no Person other than the Lessee and/or the Sublessee is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Lease Contract
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited liability company duly organized, 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 the State of organization, is duly qualified to do business and in good standing under the laws of the StateNew York, is not in violation of any provision of any its articles of the Lessee’s Organizational Documentsorganization or operating agreement, 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 it 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 the articles of organization or operating agreement 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the Lessee’s knowledge, after diligent inquiry, threatened, or 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) (Reserved).
(e) The Financial Assistance Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(f) The financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(fg) Subject to Sections 4.2 and 5.1 hereof, no Facility Equipment shall be located at any site other than the Facility Realty.
(h) The transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State (but outside of the City Town) to within the City Town or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, State (but outside of the CityTown).
(gi) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated to will serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents constitute the legal, valid and a qualified “project” within the meaning binding obligations of the ActLessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee is in compliance, and will continue to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) The Note shall evidence the obligation of the Lessee to repay the loan made by the Mortgagee to the Lessee pursuant to the Mortgage for purposes of financing a portion of the cost of the Project in the amount of $8,000,000.
(n) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(o) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or Lessee, the Sublessee or any Affiliate thereof or any Guarantor hereunder is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mp) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
Federal, State and local laws or ordinances (nincluding rules and regulations) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work safety and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirementsenvironmental quality.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents Lessee is not a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainableProhibited Person.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited partnership duly organized, 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 the State of organizationDelaware, and is duly qualified authorized to do business and in good standing under the laws of the StateState of New York, is not in violation of any provision of any of the Lessee’s Organizational Documentsits Partnership Agreement or Partnership Certificate, 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 it 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 the Partnership Agreement or Partnership Certificate 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the Lessee’s knowledge, after diligent inquiry, threatened, or 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) (Reserved).
(e) The Financial Assistance Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(f) The financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(fg) The transactions contemplated by this Agreement Subject to Sections 4.2 and 5.1 hereof, no Facility Equipment shall not result in the removal of be located at any facility or plant of the Lessee or of the Sublessee or any site other occupant or user of than the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the CityRealty.
(gh) (Reserved).
(i) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated to will serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents constitute the legal, valid and a qualified “project” within the meaning binding obligations of the ActLessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee is in compliance, and will continue to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) The Mortgage Note shall evidence the obligation of the Lessee to repay the loan made by the Mortgagee to the Lessee pursuant to the Mortgage for purposes of financing a portion of the cost of the Project in the amount of $1,575,000.00.
(n) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(o) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or the Sublessee or any Affiliate thereof or any Guarantor hereunder is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mp) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
Federal, State and local laws or ordinances (nincluding rules and regulations) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work safety and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirementsenvironmental quality.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents Lessee is not a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainableProhibited Person.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited liability company duly organized, 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 the State of organization, is duly qualified to do business and in good standing under the laws of the StateNew York, is not in violation of any provision of any its articles of the Lessee’s Organizational Documentsorganization or operating agreement, 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 it 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 the articles of organization or operating agreement 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the LesseeXxxxxx’s knowledge, after diligent inquiry, threatened, 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) (Reserved).
(e) The Financial Assistance Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(f) The financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(fg) Subject to Sections 4.2 and 5.1 hereof, no Facility Equipment shall be located at any site other than the Facility Realty.
(h) The transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State (but outside of the City Town) to within the City Town or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, State (but outside of the CityTown).
(gi) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated to will serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents constitute the legal, valid and a qualified “project” within the meaning binding obligations of the ActLessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee, to the best of its knowledge, is in compliance, and will undertake commercially reasonable efforts to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) The Loan Note shall evidence the obligation of the Lessee to repay the loan made by the Mortgagee to the Lessee pursuant to the Mortgage for purposes of financing a portion of the cost of the Project in the amount of $3,750,000.00.
(n) (Reserved)
(o) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(p) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or Lessee, the Sublessee or any Affiliate thereof or any Guarantor hereunder is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mq) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal RequirementsFederal, State and local laws or ordinances (including rules and regulations) relating to safety and environmental quality.
(nr) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facilityis not a Prohibited Person.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Lease Agreement
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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9, no Person other than the Lessee and/or the Sublessee is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee (i) are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the FacilityFacility and (ii) certify, under penalty of perjury, that each is in substantial compliance with all local, state and federal tax, worker protection and environmental laws, rules and regulations.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Agency Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited liability company duly organized, 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 the State of organization, is duly qualified to do business and in good standing under the laws of the StateNew York, is not in violation of any provision of any its articles of the Lessee’s Organizational Documentsorganization or operating agreement, 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 it 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 the articles of organization or operating agreement 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the Lessee’s knowledge, after diligent inquiry, threatened, or 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) (Reserved).
(e) The Financial Assistance Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(f) The financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(fg) The transactions contemplated by this Agreement Subject to Sections 4.2 and 5.1 hereof, no Facility Equipment shall not result in the removal of be located at any facility or plant of the Lessee or of the Sublessee or any site other occupant or user of than the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the CityRealty.
(gh) (Reserved).
(i) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated to will serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents constitute the legal, valid and a qualified “project” within the meaning binding obligations of the ActLessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee is in compliance, and will continue to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) The Permanent Mortgage Note shall evidence the obligation of the Lessee to repay the loan made by the Permanent Mortgagee to the Lessee pursuant to the Permanent Mortgage for purposes of financing a portion of the cost of the Project in the amount of $1,625,000.00.
(n) The Initial Bridge Mortgage Note shall evidence the obligation of the Lessee to repay the loan made by the Permanent Mortgagee to the Lessee pursuant to the Initial Bridge Mortgage for purposes of financing a portion of the cost of the Project in the amount of $1,300,000.00.
(o) The Final Bridge Mortgage Note shall evidence the obligation of the Lessee to repay the loan made by the Bridge Mortgagee to the Lessee pursuant to the Final Bridge Mortgage for purposes of financing a portion of the cost of the Project in the amount of $1,300,000.00.
(p) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(q) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or the Sublessee or any Affiliate thereof or any Guarantor hereunder is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mr) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal RequirementsFederal, State and local laws or ordinances (including rules and regulations) relating to safety and environmental quality.
(ns) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facilityis not a Prohibited Person.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea corporation duly organized, 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 the State of organization, is duly qualified to do business and in good standing under the laws of the StateNew York, is not in violation of any provision of any its certificate of the Lessee’s Organizational Documentsincorporation or bylaws, 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 it 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 the certificate of incorporation or bylaws 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the LesseeXxxxxx’s knowledge, after diligent inquiry, threatened, 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) (Reserved).
(e) The Financial Assistance Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(f) The financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(fg) The transactions contemplated by this Agreement Subject to Sections 4.2 and 5.1 hereof, no Facility Personalty shall not result in the removal of be located at any facility or plant of the Lessee or of the Sublessee or any site other occupant or user of than the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the CityRealty.
(gh) (Reserved).
(i) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated to will serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents constitute the legal, valid and a qualified “project” within the meaning binding obligations of the ActLessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee, to the best of its knowledge, is in compliance, and will undertake commercially reasonable efforts to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(n) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or Lessee, the Sublessee or any Affiliate thereof or any Guarantor hereunder is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mo) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
Federal, State and local laws or ordinances (nincluding rules and regulations) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work safety and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Auditenvironmental quality.
(p) The Lessee has is not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirementsa Prohibited Person.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited liability company duly organized, 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 the State of organization, is duly qualified to do business and in good standing under the laws of the StateNew York, is not in violation of any provision of any its articles of the Lessee’s Organizational Documentsorganization or operating agreement, 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 it 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 the articles of organization or operating agreement 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the LesseeXxxxxx’s knowledge, after diligent inquiry, threatened, 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) (Reserved).
(e) The Financial Assistance Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(f) The financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(fg) The transactions contemplated by this Agreement Subject to Sections 4.2 and 5.1 hereof, no Facility Personalty shall not result in the removal of be located at any facility or plant of the Lessee or of the Sublessee or any site other occupant or user of than the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the CityRealty.
(gh) (Reserved).
(i) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated to will serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents constitute the legal, valid and a qualified “project” within the meaning binding obligations of the ActLessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee, to the best of its knowledge, is in compliance, and will undertake commercially reasonable efforts to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) The Note shall evidence the obligation of the Lessee to repay the loan made by the Mortgagee to the Lessee pursuant to the Mortgage for purposes of financing a portion of the cost of the Project in the amount of $1,000,000.00.
(n) [Reserved].
(o) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(p) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or Lessee, the Sublessee or any Affiliate thereof or any Guarantor hereunder is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mq) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal RequirementsFederal, State and local laws or ordinances (including rules and regulations) relating to safety and environmental quality.
(nr) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facilityis not a Prohibited Person.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Lease Agreement
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 transactions contemplated by this Agreement shall not result in Project and the removal related Agency Financial Assistance is reasonably necessary to discourage the Lessee and the Sublessee or any other occupant of any the Facility from removing a facility or plant of the Lessee or of the Sublessee or any such other Facility occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, State (but outside of the City) to a location outside of the State.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph subparagraph
(i) of paragraph four of subdivision (b) of Section section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9During the Term, no Person other than the Lessee and/or the Sublessee is or Facility will be in use, occupancy or possession of any portion of the Facilityoccupied and used for Approved Project Operations.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee (i) are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the FacilityFacility and (ii) certify, under penalty of perjury, that each is in substantial compliance with all local, state and federal tax, worker protection and environmental laws, rules and regulations.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable. The Lessee represents and warrants that the Project Improvements Investment for the Project is $1,200,000.
(r) The amounts provided to the Lessee pursuant to the Mortgage Loans, together with other moneys available to the Lessee and/or the Sublessee, are sufficient to pay all costs in connection with the completion of the Project.
(s) All of the Land comprises one (1) complete tax lot and no portion of any other tax lot.
(t) Subject to Section 3.6 and Article VI, no property constituting part of the Facility shall be located at any site other than at the Facility Realty.
(u) The Usable Square Footage and the Land Square Footage are true and correct.
(v) The Fiscal Year is true and correct.
(w) None of the Lessee or the Sublessee, the Principals of the Lessee or Sublessee, or any Person that is an Affiliate of the Lessee or the Sublessee:
(i) is in default or in breach, beyond any applicable grace period, of its obligations under any written agreement with the Agency, NYCEDC or the City, unless such default or breach has been waived in writing by the Agency, NYCEDC or the City, as the case may be;
(ii) has been convicted of a misdemeanor related to truthfulness and/or business conduct in the past five (5) years;
(iii) has been convicted of a felony in the past ten (10) years;
(iv) has received formal written notice from a federal, state or local governmental agency or body that such Person is currently under investigation for a felony criminal offense; or
(v) has received written notice of default in the payment to the City of any taxes, sewer rents or water charges, which have not been paid, unless such default is currently being contested with due diligence in proceedings in a court or other appropriate forum.
(x) The Project Application Information was true, correct and complete as of the date submitted to the Agency, and no event has occurred or failed to occur since such date of submission which would cause any of the Project Application Information to include any untrue statement of a material fact or omit to state any material fact required to be stated therein to make such statements not misleading.
(y) Information as to the Principals of the Lessee and of the Sublessee, and their respective ownership interests in the Lessee and the Sublessee, as set forth in Exhibit D, is true, correct and complete.
Appears in 1 contract
Samples: Agency Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited liability company duly organized, 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 the State of organizationDelaware, 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 As of the Commencement Date, 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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user Tenant of the Facility that has executed a Tenant Lease as of the date hereof from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user Tenant of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. Upon completion of the Project Work and of Substantial Completion of the Construction Milestones, (the gross square foot-age of the Project Improvements constituting retail space shall not exceed 56,146 RSF. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) The Exempt Mortgage shall only receive a mortgage recording tax exemption equal to the Mortgage Recording Tax Exemption Amount.
(i) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9, no Person other than the Lessee and/or the Sublessee is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Agency Lease Agreement
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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph subparagraph
(i) of paragraph four of subdivision (b) of Section section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9During the Term, no Person other than the Lessee and/or the Sublessee is or Facility will be in use, occupancy or possession of any portion of the Facilityoccupied and used for Approved Project Operations as required by this Agreement.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents, with the exception of construction approvals and authorizations the Lessee expects to obtain in the ordinary course of the construction of the Project subsequent to the Commencement Date which are ministerial in nature or are otherwise disclosed as outstanding in the Construction Manager’s Certificate or the Architect's Certificate delivered to the Agency on the Commencement Date.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee Studio Manager (i) are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the FacilityFacility and (ii) certify, under penalty of perjury, that each is in substantial compliance with all local, state and federal tax, worker protection and environmental laws, rules and regulations.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable. The Lessee represents and warrants that the Project Improvements Investment for the Project is $119,045,247.
Appears in 1 contract
Samples: Agency Lease Agreement
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, except as otherwise provided in the Opinion of Counsel.
(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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user Tenant of the Facility that has executed a Tenant Lease as of the date hereof from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user Tenant of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9, no Person other than the Lessee and/or the Sublessee is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Agency Lease Agreement
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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9, no Person other than the Lessee and/or the Sublessee is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Agency Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warrantieswarranties as the basis for the undertakings and covenants herein contained:
(a) The Lessee is an Entity of the type, a consolidated county-wide government and duly organized a political subdivision under the laws of the stateState of Georgia having power to enter into and execute and deliver this Lease, set forth on and, by proper action of its governing body, has authorized the cover page execution and delivery of this AgreementLease 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 Resolution, and no approval or other action by any governmental authority, agency, or other person is validly existing required in connection with the delivery and in good standing under the laws performance of its state of organization, is duly qualified to do business and in good standing under the laws this Lease by it except as shall have been obtained as 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.date hereof;
(b) This Agreement 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 Project or that the 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 Project other Project Documents to which than rental revenue received by it therefrom or the Lessee is a party (x) have been duly authorized by all necessary action on the part proceeds 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.Series 2022C Bonds or other funds granted to it for such purposes;
(c) The authorization, execution, delivery delivery, and performance by the Lessee of this Agreement Lease and each other Project Document to which compliance by the Lessee is or shall be a party and with the consummation provisions thereof do not violate the laws of the transactions herein and therein contemplated will not (x) violate State of Georgia relating to the Lessee or constitute a breach of or a default under any provision of other law, any order of any court order, administrative regulation, or agency of governmentlegal decree, or any of the Lessee’s Organizational Documentsagreement, or any indenture, agreement or other instrument to which the Lessee it 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.bound;
(d) There is no action litigation or proceeding pending orpending, or to the best knowledge of the Lessee’s knowledge, after diligent inquiry, Lessee threatened, by or against the Lessee by or before any court or administrative agency that other entity which would adversely have a material adverse affect on the ability right of the Lessee to perform execute this Lease or its ability to comply with any of its obligations under this Agreement or any other Project Document to which it is or shall be a partyLease.
(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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9, no Person other than the Lessee and/or the Sublessee is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited liability company duly organized, 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 the State of organization, is duly qualified to do business and in good standing under the laws of the StateNew York, is not in violation of any provision of any its articles of the Lessee’s Organizational Documentsorganization or operating agreement, 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 it 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 the articles of organization or operating agreement 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the LesseeXxxxxx’s knowledge, after diligent inquiry, threatened, 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) (Reserved).
(e) The Financial Assistance Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(f) The financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(fg) Subject to Sections 4.2 and 5.1 hereof, no Facility Equipment shall be located at any site other than the Facility Realty.
(h) The transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State (but outside of the City Town) to within the City Town or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, State (but outside of the CityTown).
(gi) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated to will serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents constitute the legal, valid and a qualified “project” within the meaning binding obligations of the ActLessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee, to the best of its knowledge, is in compliance, and will undertake commercially reasonable efforts to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) The Note shall evidence the obligation of the Lessee to repay the Loan made by the Mortgagee to the Lessee pursuant to the Mortgage for purposes of financing a portion of the cost of the Project in the amount of $1,900,000.00.
(n) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(o) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or Lessee, the Sublessee or any Affiliate thereof or any Guarantor hereunder is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mp) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
Federal, State and local laws or ordinances (nincluding rules and regulations) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work safety and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirementsenvironmental quality.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents Lessee is not a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainableProhibited Person.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited liability company duly organized, 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 the State of organization, is duly qualified to do business and in good standing under the laws of the StateNew York, is not in violation of any provision of any its articles of the Lessee’s Organizational Documentsorganization or operating agreement, 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 it 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 the articles of organization or operating agreement 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the Lessee’s knowledge, after diligent inquiry, threatened, 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) (Reserved).
(e) The Financial Assistance Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(f) The financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(fg) Subject to Sections 4.2 and 5.1 hereof, no Facility Equipment shall be located at any site other than the Facility Realty.
(h) The transactions contemplated by this Agreement shall not result in the removal of any facility or plant relocation of the Lessee or Sublessees facilities form 0000 Xxxxxx Xxxxxx in Brooklyn, New York to the Facility is reasonably necessary to preserve the competitive position of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the Cityits industry.
(gi) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated to will serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents constitute the legal, valid and a qualified “project” within the meaning binding obligations of the ActLessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee, to the best of its knowledge, is in compliance, and will undertake commercially reasonable efforts to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) The Loan Note shall evidence the obligation of the Lessee to repay the loan made by the Mortgagee to the Lessee pursuant to the Mortgage for purposes of financing a portion of the cost of the Project in the amount of $1,260,000.
(n) (Reserved).
(o) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(p) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or Lessee, the Sublessee or any Affiliate thereof or any Guarantor hereunder is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mq) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal RequirementsFederal, State and local laws or ordinances (including rules and regulations) relating to safety and environmental quality.
(nr) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facilityis not a Prohibited Person.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited liability company duly organized, 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 the State of organization, is duly qualified to do business and in good standing under the laws of the StateNew York, is not in violation of any provision of any its articles of the Lessee’s Organizational Documentsorganization or operating agreement, 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 it 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 the articles of organization or operating agreement 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the Lessee’s knowledge, after diligent inquiry, threatened, 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) (Reserved).
(e) The Financial Assistance Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(f) The financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(fg) Subject to Sections 4.2 and 5.1 hereof, no Facility Equipment shall be located at any site other than the Facility Realty.
(h) The transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State (but outside of the City Town) to within the City Town or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, State (but outside of the CityTown).
(gi) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated to will serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents constitute the legal, valid and a qualified “project” within the meaning binding obligations of the ActLessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee, to the best of its knowledge, is in compliance, and will undertake commercially reasonable efforts to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) The Senior Loan Note shall evidence the obligation of the Lessee to repay the Senior Loan made by the Senior Mortgagee to the Lessee pursuant to the Senior Mortgage for purposes of financing a portion of the cost of the Project in the amount of $955,000.
(n) The Subordinate Loan Note shall evidence the obligation of the Lessee to repay the Subordinate Loan made by the Subordinate Mortgagee to the Lessee pursuant to the Subordinate Mortgage for purposes of financing a portion of the cost of the Project in the amount of $764,000.00.
(o) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(p) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or Lessee, the Sublessee or any Affiliate thereof or any Guarantor hereunder is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mq) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal RequirementsFederal, State and local laws or ordinances (including rules and regulations) relating to safety and environmental quality.
(nr) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facilityis not a Prohibited Person.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea Delaware limited liability company duly organized, 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 the State of organization, is duly qualified to do business and in good standing under the laws of the StateDelaware, is not in violation of any provision of any its articles of the Lessee’s Organizational Documentsorganization or operating agreement, 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 it 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 the articles of organization or operating agreement 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the Lessee’s knowledge, after diligent inquiry, threatened, or 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) The Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(e) The Financial Assistance financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(f) The transactions contemplated by this Agreement Subject to Sections 4.2 and 5.1 hereof, no Facility Equipment shall not result in the removal of be located at any facility or plant of the Lessee or of the Sublessee or any site other occupant or user of than the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the CityRealty.
(g) (Reserved).
(h) (Reserved).
(i) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated will, to Xxxxxx's knowledge and intent, serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents (except for those Project Documents, if any, not executed and a qualified “project” within the meaning delivered as of the ActClosing Date) constitute the legal, valid and binding obligations of the Lessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee is in compliance, and will continue to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) (Reserved).
(n) (Reserved).
(o) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(p) (Reserved).
(q) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or Lessee, the Sublessee or any Affiliate thereof, any Guarantor hereunder or the Permitted Sublessee is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mr) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal RequirementsFederal, State and local laws or ordinances (including rules and regulations) relating to safety and environmental quality.
(ns) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facilityis not a Prohibited Person.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited liability company duly organized, 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 the State of organizationDelaware, 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. The Lessee is in compliance with the Pre-Substantial Completion and Stabilization Transfer Restrictions.
(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 As of the Commencement Date, 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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9, no Person other than the Lessee and/or the Sublessee is or will be in use, occupancy or possession of any portion Upon completion of the FacilityProject Work and of Substantial Completion, (i) the gross square footage of the Project Improvements constituting retail space shall not exceed 40,000 gross square feet, (ii) the Sales Tax Exemption shall only have been utilized for Eligible Items and shall not have exceeded the Maximum Sales Tax Savings Amount, (iii) the Project Improvements shall have satisfied the Parking Obligation, and (iv) the Facility shall have been completed consistent with the requirements of the Deed.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee are is in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials Substances on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous MaterialsSubstances, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials Substances on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from the Initial Mortgage Loans Loan shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe as of the Commencement Date that funds or financing sufficient to complete the Project and effect Substantial Completion by the Substantial Completion Outside Date will not be obtainable.
Appears in 1 contract
Samples: Agency Lease Agreement
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 subjectsubject (including, without limitation, the Condominium Documents), (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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9, no Person other than the Lessee and/or the Sublessee is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facility.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Agency Lease Agreement
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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers[Reserved.]
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9During the Term, no Person other than the Lessee and/or the Sublessee is or Facility will be in use, occupancy or possession of any portion of the Facilityoccupied and used for Approved Project Operations.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee (i) are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the FacilityFacility and (ii) certify, under penalty of perjury, that each is in substantial compliance with all local, state and federal tax, worker protection and environmental laws, rules and regulations.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable. The Lessee represents and warrants that the Project Improvements Investment for the Project is $10,985,000.
Appears in 1 contract
Samples: Agency Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited liability company duly organized, 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 the State of organization, is duly qualified to do business and in good standing under the laws of the StateNew York, is not in violation of any provision of any its articles of the Lessee’s Organizational Documentsorganization or operating agreement, 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 it 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 the articles of organization or operating agreement 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the Lessee’s knowledge, after diligent inquiry, threatened, 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) (Reserved).
(e) The Financial Assistance Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(f) The financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(fg) The transactions contemplated by this Agreement Subject to Sections 4.2 and 5.1 hereof, no Facility Personalty shall not result in the removal of be located at any facility or plant of the Lessee or of the Sublessee or any site other occupant or user of than the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the CityRealty.
(gh) Lessee’s and Sublessee’s current facility located at 1111 Marcus Avenue, Unit 5A, in Lake Success, New York no longer accommodates its business and relocation to the Facility is necessary for the Sublessee to maintain its competitive position in its industry.
(i) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated to will serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents constitute the legal, valid and a qualified “project” within the meaning binding obligations of the ActLessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee, to the best of its knowledge, is in compliance, and will undertake commercially reasonable efforts to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) The Senior Loan Note shall evidence the obligation of the Lessee to repay the loan made by the Senior Mortgagee to the Lessee pursuant to the Senior Mortgage for purposes of financing a portion of the cost of the Project in the amount of $12,162,667.00.
(n) The Building Loan Note shall evidence the obligation of the Lessee to repay the loan made by the Building Loan Mortgagee to the Lessee pursuant to the Building Loan Mortgage for purposes of financing a portion of the cost of the Project in the amount of $2,224,828.00.
(o) The Interim Subordinate Loan Note shall evidence the obligation of the Lessee to repay the loan made by the Interim Subordinate Mortgagee to the Lessee pursuant to the Interim Subordinate Mortgage for purposes of financing a portion of the cost of the Project in the amount of $5,381,000.00 .
(p) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(q) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or Lessee, the Sublessee or any Affiliate thereof or any Guarantor hereunder is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mr) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal RequirementsFederal, State and local laws or ordinances (including rules and regulations) relating to safety and environmental quality.
(ns) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facilityis not a Prohibited Person.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Lease Agreement
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 transactions contemplated by this Agreement shall not result in the removal of any facility or plant of the Lessee or of the Sublessee or any other occupant or user of the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the City.
(g) The transactions contemplated by this Agreement shall not provide Financial Assistance in respect of any project where facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking the Project is anticipated to serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(i) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(j) The Facility will be the Approved Facility and a qualified “project” within the meaning of the Act.
(k) Except as permitted by Section 8.9, no Person other than the Lessee and/or the Sublessee and any Permitted User is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(m) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal Requirements.
(n) The Lessee and the Sublessee (i) are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the FacilityFacility and (ii) certify, under penalty of perjury, that each is in substantial compliance with all local, state and federal tax, worker protection and environmental laws, rules and regulations.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Agency Lease Agreement
Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties:
(a) The Lessee is an Entity of the typea limited liability company duly organized, 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 the State of organization, is duly qualified to do business and in good standing under the laws of the StateNew York, is not in violation of any provision of any its articles of the Lessee’s Organizational Documentsorganization or operating agreement, 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 it 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 the articles of organization or operating agreement 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 subject to or to which it bound, 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.
(dc) There is no action or proceeding pending or, to the best of the Lessee’s knowledge, after diligent inquiry, threatened, or 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 and each other Project Document to which it is or shall be a partyparty 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 and each other Project Document to which the Lessee shall be a party or in connection with the performance of the obligations of the Lessee hereunder and under each of the Project Documents have been obtained.
(d) (Reserved).
(e) The Financial Assistance Facility will constitute a “project” under the Act; and the Lessee intends to operate the Facility, or cause the Facility to be operated, in accordance with this Agreement and as an Approved Facility and a qualified “project” in accordance with and as defined under the Act.
(f) The financial assistance (within the meaning of the Act) provided by the Agency to the Lessee and the Sublessee through the Straightstraight-Lease Transaction lease transaction (within the meaning of the Act) as contemplated by this Agreement is reasonably necessary to induce the Lessee and the Sublessee to proceed with the Project.
(fg) The transactions contemplated by this Agreement Subject to Sections 4.2 and 5.1 hereof, no Facility Equipment shall not result in the removal of be located at any facility or plant of the Lessee or of the Sublessee or any site other occupant or user of than the Facility from one area of the State outside of the City to within the City or in the abandonment of one or more facilities or plants of the Lessee or the Sublessee or any other occupant or user of the Facility located within the State, but outside of the CityRealty.
(gh) The Lessee and Sublessee's current warehouse operations are located in two separate facilities located at 000 Xxxxxxx Xxxxx Xxxxx and 00 Xxxxxx Xxxxxx, both in Hauppauge, New York (the “Existing Facilities”). Operations at the Existing Facilities will be relocated to the Facility in order to permit the Sublessee to expand its product base and to be able to operate more efficiently from one larger location rather than two separate locations and such relocation is necessary for the Sublessee to maintain its competitive position in its industry.
(i) The transactions contemplated by this Agreement shall not provide Financial Assistance financial assistance in respect of any project where facilities or property that are primarily used in making retail sales (within the meaning of the Act) of goods or services to customers who personally visit such facilities constitute more than one-third of the total project costs. For purposes of this Section 2.2(g), “retail sales” shall mean (i) sales by a registered vendor under article twenty-eight of the New York Tax Law primarily engaged in the retail sale of tangible personal property, as defined in subparagraph (i) of paragraph four of subdivision (b) of Section eleven hundred one of the New York Tax Law, or (ii) sales of a service to such customers.
(h) Undertaking costs and undertaking the Project is anticipated will, to Lessee's knowledge and intent, serve the public purposes of the Act by preserving permanent, private sector jobs or increasing the overall number of permanent, private sector jobs in the State.
(ij) No funds of the Agency shall be used by the Lessee or the Sublessee in connection with the transactions contemplated by this Agreement for the purpose of preventing the establishment of an industrial or manufacturing plant or for the purpose of advertising or promoting promotional materials which depict elected or appointed government officials in either print or electronic media, nor shall any funds of the Agency be given hereunder to any group or organization which is attempting to prevent the establishment of an industrial or manufacturing plant within the State.
(jk) The Facility will be This Agreement and the Approved Facility other Project Documents (except for those Project Documents, if any, not executed and a qualified “project” within the meaning delivered as of the ActClosing Date) constitute the legal, valid and binding obligations of the Lessee enforceable against the Lessee in accordance with their respective terms.
(kl) The Lessee is in compliance, and will continue to comply, with all Federal, State and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality applicable to the Project and the operation of the Facility.
(m) The Senior Loan Note shall evidence the obligation of the Lessee to repay the loan made by the Senior Mortgagee to the Lessee pursuant to the Senior Mortgage for purposes of financing a portion of the cost of the Project in the amount of $3,636,491.00.
(n) The Initial Subordinate Loan Note shall evidence the obligation of the Lessee to repay the loan made by the Initial Subordinate Mortgagee to the Lessee pursuant to the Initial Subordinate Mortgage for purposes of financing a portion of the cost of the Project in the amount of $2,909,191.00.
(o) The Permanent Subordinate Loan Note shall evidence the obligation of the Lessee to repay the loan made by the Permanent Subordinate Mortgagee to the Lessee pursuant to the Permanent Subordinate Mortgage, the proceeds of which shall be used to repay the Initial Subordinate Loan and cause the satisfaction of the Initial Subordinate Mortgage.
(p) The Project Cost Budget attached as Exhibit C to this Agreement represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project.
(q) Except as permitted by Section 8.99.3 hereof, no Person other than the Lessee and/or Lessee, the Sublessee or any Affiliate thereof or any Guarantor hereunder is or will be in use, occupancy or possession of any portion of the Facility.
(l) The Lessee has obtained all authorizations, consents and approvals of governmental bodies or agencies required to be obtained by it as of the Commencement Date in connection with the execution and delivery of this Agreement and each other Project Document to which it shall be a party or in connection with the performance of its obligations hereunder and under each of the Project Documents.
(mr) The Project will be designed, and the operation of the Facility will be, in compliance with all applicable Legal RequirementsFederal, State and local laws or ordinances (including rules and regulations) relating to safety and environmental quality.
(ns) The Lessee and the Sublessee are in compliance, and will continue to comply, with all applicable Legal Requirements relating to the Project, the Project Work and the operation of the Facilityis not a Prohibited Person.
(o) The Lessee has delivered to the Agency a true, correct and complete copy of the Environmental Audit.
(p) The Lessee has not used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials, and except as set forth in the Environmental Audit, to the best of the Lessee’s knowledge, no prior owner or occupant of the Facility has used Hazardous Materials on, from, or affecting the Facility in any manner that violates any applicable Legal Requirements.
(q) The Project Cost Budget attached as Exhibit E – “Project Cost Budget” represents a true, correct and complete budget as of the Commencement Date of the proposed costs of the Project; the Estimated Project Cost is a fair and accurate estimate of the Project Cost as of the Commencement Date; and that portion of the Estimated Project Cost as shall not derive from Mortgage Loans shall be provided from the sources set forth on Exhibit E - “Project Cost Budget”. The Lessee has no reason to believe that funds or financing sufficient to complete the Project will not be obtainable.
Appears in 1 contract
Samples: Lease Agreement
