Representations and Warranties of Collateral Agent. Collateral Agent makes the following representations and warranties as of the date hereof in favor of SCE and Project Company:
Representations and Warranties of Collateral Agent. Trust Company, in its individual capacity and not in its capacity as Collateral Agent (with the exception of clause (b) below and the last sentence of clause (c) below, which representation and warranty is made by Xxxxx Fargo Bank Nevada, National Association, solely in its capacity as Collateral Agent), hereby represents and warrants to each of the other parties hereto that:
Representations and Warranties of Collateral Agent. On a continuing basis during the term of this Agreement, the Collateral Agent represents and warrants to the Pledgor and to the Trust as follows:
(i) the Collateral Agent is a banking corporation, duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to enter into, and perform its obligations under, this Agreement;
(ii) the execution, delivery and performance by the Collateral Agent of this Agreement have been duly authorized by all necessary corporate action on the part of the Collateral Agent (no action by the shareholders of the Collateral Agent being required) and do not and will not violate, contravene or constitute a default under any provision of applicable law or regulation or of the charter or by-laws of the Collateral Agent or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Collateral Agent; and
(iii) this Agreement has been duly and properly executed and delivered by the Collateral Agent and constitutes a legal, valid and binding agreement of the Collateral Agent enforceable against the Collateral Agent in accordance with its terms, except as the enforcement of rights and remedies may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Representations and Warranties of Collateral Agent. The Collateral Agent represents, warrants, acknowledges and agrees on behalf of itself and any holders of the Note Obligations on the date hereof that (1) it is authorized to enter into this Agreement on behalf of itself and each holder of Note Obligations, (2) it has the corporate power and authority and the legal right to execute and deliver and perform its obligations under this Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement, and (3) this Agreement constitutes a legal, valid and binding obligation of the Collateral Agent.
Representations and Warranties of Collateral Agent. Collateral Agent hereby represents and warrants to the Agent and the Lenders as follows:
(a) Collateral Agent (1) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) has the power and authority, and the legal right, to own and operate its property and to conduct the business in which it is currently engaged, (3) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, and (4) is in compliance in all material respects with all Requirements of Law.
(b) Collateral Agent has the power and authority, and the legal right, to make, deliver and perform this Agreement and other Loan Documents, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and other Loan Documents. No consent or authorization of, filing with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance by Collateral Agent or for the validity or enforceability against Collateral Agent of this Agreement or the other Loan Documents.
(c) The execution, delivery and performance by Collateral Agent of this Agreement and the other Loan Documents will not violate any Requirement of Law or Contractual Obligation of Collateral Agent and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation.
(d) This Agreement and the other Loan Documents to which Collateral Agent is party have been, and all Loan Documents to which Collateral Agent hereafter becomes a party will be, duly executed and delivered on behalf of Collateral Agent. This Agreement has been duly executed and delivered and constitutes, and each other Loan Document signed on the date hereof has been duly executed and delivered and constitutes, and each other Loan Document when executed and delivered by Collateral Agent will constitute, a legal, valid and binding obligation of Collateral Agent, enforceable against Collateral Agent in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors rights generally and by general equitable...
Representations and Warranties of Collateral Agent. The Collateral Agent makes the following representations and warranties on which the Borrower, the Notice Parties, the Parallel Lenders and Lender shall rely:
(i) The Collateral Agent is a banking corporation duly organized, validly existing and in good standing under the laws of its place of incorporation.
(ii) The Collateral Agent has full corporate power, authority and legal right to execute, deliver and perform this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement.
(iii) This Agreement has been duly executed and delivered by the Collateral Agent and constitutes a legal, valid and binding obligation of the Collateral Agent in accordance with its terms.
Representations and Warranties of Collateral Agent. Xxxxx Fargo Bank Nevada, National Association, Nevada hereby represents and warrants to the other parties hereto as follows:
Representations and Warranties of Collateral Agent.
(a) Each undersigned signatory for the Collateral Agent hereby represents and warrants that he or she has been duly authorized to execute and deliver this Agreement on behalf of the Collateral Agent.
(b) The Collateral Agent hereby represents and warrants that the Collateral Agent has full power and authority to execute, deliver and perform this Agreement.
(c) The Collateral Agent represents and warrants that this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of the rights of creditors generally and by general principles of equity.
(d) The representations and warranties in Sections 13.1(a), (b) and (c) are made for the benefit of the Enterprises and Developer for the purpose of inducing the Enterprises and Developer to enter into this Agreement.
Representations and Warranties of Collateral Agent. On a continuing basis during the term of this Security and Pledge Agreement, the Collateral Agent represents and warrants to each Pledgor and to the Trust as follows:
(i) the Collateral Agent is a banking corporation, duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to enter into, and perform its obligations under, this Security and Pledge Agreement;
(ii) the execution, delivery and performance by the Collateral Agent of this Security and Pledge Agreement have been duly authorized by all necessary corporate action on the part of the Collateral Agent (no action by the shareholders of the Collateral Agent being required) and do not and will not violate, contravene or constitute a default under any provision of applicable law or regulation or of the charter or by-laws of the
Representations and Warranties of Collateral Agent. The Collateral Agent represents and warrants to the Borrower and the Secured Parties that:
(a) the Collateral Agent is a national banking association with trust powers duly organized, existing and authorized to engage in the business of banking under the Laws of the United States;
(b) the Collateral Agent has full power, authority and right to execute, deliver and perform this Agreement in its various capacities and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement;
(c) this Agreement has been duly executed and delivered by the Collateral Agent; and
(d) the Collateral Agent meets the requirements of eligibility hereunder set forth in Section 9.9.
