Representations and Warranties of Lessor. Lessor represents and warrants for the benefit of DIR and each Lessee:
(a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and any of its political subdivisions;
(b) The MOLA and each Schedule executed in conjunction to this MOLA have been duly authorized, executed and delivered by Lessor and constitute valid, legal and binding agreements of Lessor, enforceable with respect to the obligations of Lessor herein in accordance with their terms;
(c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessor of this MOLA or any Schedule;
(d) The entering into and performance of the MOLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessor or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon the assets of Lessor, including the Hardware or Software leased under the MOLA and Schedules thereto, pursuant to any instrument to which Lessor is a party or by which it or its assets may be bound;
(e) To the best of Lessor’s knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessor, which if determined adversely to Lessor will have a material adverse effect on the ability of Lessor to fulfill its obligations under the MOLA or any Schedule;
(f) Lessor acknowledges that DIR and any Lessee that is a state agency, as government agencies, are subject to the Texas Public Information Act, and that DIR and Lessees that are state agencies will comply with such Act, including all opinions of the Texas Attorney General's Office concerning this Act.
Representations and Warranties of Lessor. Lessor represents and warrants to Lesse as follows:
Representations and Warranties of Lessor. (a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and any of its political subdivisions;
(b) The MLA and each Schedule executed in conjunction to this MLA have been duly authorized, executed and delivered by Lessor and constitute valid, legal and binding agreements of Lessor, enforceable with respect to the obligations of Lessor herein in accordance with their terms;
(c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessor of this MLA or any Schedule;
(d) The entering into and performance of the MLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessor or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon the assets of the Lessor, including Equipment leased under the MLA and Schedules thereto, pursuant to any instrument to which the Lessor is a party or by which it or its assets may be bound; and
(e) To the best of Lessor’s knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessor, which if determined adversely to Lessor will have a material adverse effect on the ability of Lessor to fulfill its obligations under the MLA or any Schedule.
Representations and Warranties of Lessor. Lessor represents and warrants to Lessee that:
(a) Lessor is a corporation duly formed, validly existing and in good standing under the laws of Delaware;
(b) Lessor has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder and thereunder;
(c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessor and constitute the legal, valid and binding obligations of Lessor enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity;
(d) The execution and delivery by Lessor of this Lease Extension and Amendment Agreement will not conflict with or result in any breach of, constitute any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessor's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, commission, board of Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessor is a party or by which it is bound;
(e) All consents or approvals required of Lessor by any Governmental Entity in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessor of the transactions contemplated hereby and thereby have been duly obtained or waived;
(f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessor to perform its obligations under this Lease Extension and Amendment Agreement; and
(g) Head Lessor has given its consent to this Amendment and, to the extent necessary, the Head Lease has been amended accordingly.
Representations and Warranties of Lessor. Lessor represents and warrants to District that:
A. Lessor is duly organized in the State of California, and in good standing as a corporation under the laws of the State of California, with full corporate power and authority to lease and own real and personal property;
X. Xxxxxx has full power, authority and legal right to enter into and perform its obligations under this Sublease, and the execution, delivery and performance of this Sublease has been duly authorized by all necessary corporate actions on the part of Lessor and does not require any further approvals or consents;
C. The execution, delivery and performance of this Sublease does not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which Lessor is a party by which they or their property is bound;
D. There is no pending or, to the knowledge of Lessor, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of Lessor to perform their obligations under this Sublease; and
X. Xxxxxx will not mortgage or encumber the Site or the Sublease or assign this Sublease or their rights to receive Sublease Payments hereunder, except as permitted herein.
Representations and Warranties of Lessor. The representations and warranties of Lessor contained in this Section are being made to induce Lessee to enter into this Lease and Lessee has relied and will continue to rely upon such representations and warranties. Lessor represents and warrants to Lessee as of the Effective Date as follows:
Representations and Warranties of Lessor. Lessor hereby represents and warrants, as of the Restatement Date that its representations and warranties set forth in Section 9(b) of the Refunding Agreement were true when made and continue to be true and correct.
Representations and Warranties of Lessor. The representations and warranties of Lessor contained in this Section are being made to induce Lessee to enter into this Lease and Lessee has relied and will continue to rely upon such representations and warranties. Lessor represents and warrants to Lessee as of the Effective Date as follows:
A. Organization, Authority and Status of Lessor.
(i) Lessor has been duly organized and is validly existing and in good standing under the laws of the State of Delaware. All necessary limited liability company action has been taken to authorize the execution, delivery and performance by Lessor of this Lease and the other documents, instruments and agreements provided for herein.
(ii) The person who has executed this Lease on behalf of Lessor is duly authorized to do so.
Representations and Warranties of Lessor. Lessor represents and warrants as of the date hereof and during the entire Term hereof as follows:
4.2.1 Lessor is a validly organized limited liability company under the laws of the State of Delaware, and the person executing on behalf of Lessor has full power and authority to execute this Agreement on behalf of Lessor and by such execution shall bind Lessor under this Agreement.
4.2.2 No action, suit, or proceeding is currently pending or threatened against Lessor which shall in any material way affect Lessor’s financial status as of the date hereof, or impair the execution, delivery, or performance by Lessor of this Agreement.
4.2.3 The execution and delivery of this Agreement by Lessor and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action and do not conflict with any provision of Lessor’s articles of organization, bylaws, operating agreement, any governmental regulations, or any other agreements that Lessor may now have with other parties.
Representations and Warranties of Lessor. In addition to the warranty stated in Xxxxxx’s PO terms and conditions, Lessor warrants that all Equipment leased hereunder, and all software, parts and components thereof will be of good quality and free from defects in material and workmanship throughout the Term of the Lease from the Final Acceptance Date. Lessee may charge Lessor all expenses of inspecting, unpackaging, examining, repacking, storing, and re-shipping of any defective or non-conforming Equipment. Lessor warrants that it has title to the Equipment and that the Equipment is free of all liens, security interest and/or encumbrance during the Term of the Lease. These warranties shall survive inspection, test, acceptance, and payment and shall accrue to Lessee, its successors, assigns and customers. Warranty failures may be returned to Lessor for repair, replacement, refund, or credit if applicable at Lessee’s option and at Lessor’s risk and expense. Repaired and replacement Equipment shall be new and not reconditioned (unless otherwise agreed to in writing between the Parties) and subject to the Warranty terms herein.
