Representations and Warranties of Lessors Sample Clauses

Representations and Warranties of Lessors. Each of Lessors hereby represents and warrants severally but not jointly to the other Participants as set forth in this Section 5.2.
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Representations and Warranties of Lessors. Each Lessor hereby severally, but not jointly, represents and warrants to each Lessee that is a party to each of the Leases executed by such Lessor, as follows:
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Representations and Warranties of Lessors. Each of the Lessors hereby represents and warrants severally but not jointly to the other Participants as follows: (a) it is organized and validly existing in good standing under the laws of its jurisdiction and has the corporate power and authority to enter into and perform its obligations under each of the Operative Agreements to which it is a party; (b) each of the Operative Agreements to which it is a party has been duly authorized, executed and delivered by it and is the valid, legal and binding agreement of it, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and by general principles of equity, including, without limitation, concepts of good faith and fair dealing, materiality, reasonableness and the possible unavailability of specific performance or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) neither the execution and delivery of any of the Operative Agreements to which it is a party nor compliance with the terms and provisions of any of the Operative Agreements to which it is a party conflicts with, results in a breach of, constitutes a default under (with or without the giving of notice or lapse of time or both), or violates any of the terms, conditions or provisions of: (i) its articles of association or by-laws, (ii) to the best of its knowledge, any bond, debenture, note, mortgage, indenture, agreement, lease or other instrument to which it is now a party or by which it or its property, is bound or affected, where such conflict, breach, default or violation would materially and adversely affect the ability of it to perform its obligations hereunder, or (iii) to the best of its knowledge, any of the terms, conditions or provisions of any law, rule, regulation, order, injunction or decree of any Authority applicable to it, where such conflict, breach, default or violation would materially and adversely affect the ability of it to perform its obligations hereunder; (d) there is no litigation (including, without limitation, derivative actions), arbitration or governmental proceeding pending or, to its knowledge, threatened against it which may adversely affect its ability to perform its respective obligations under the Operative Agreements to which it is party; (e) to the best of its knowledge, no author...
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Representations and Warranties of Lessors. Section 5.3 Representations and Warranties of Administrative Agent................................ 14.
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Representations and Warranties of Lessors. Lessors hereby represent to Lessee as follows: (i) Lessors believe they have good and marketable title to the Leased Premises, including all water rights, riparian rights and littoral rights, necessary for the use contemplated by Lessee, and full power and authority to enter into this Lease. Excluded from such representation are the following: (i) Lessors do not represent that said property is free and clear of the claim of the Secretary of State or State of Mississippi (as sovereign or as trustee), due to the possible former status of the property as water bottoms; (ii) the Lessors do not represent that its riparian and/or littoral rights include the right to float a gaming vessel south or east of the property without the Lessee first obtaining permission and/or paying a fee or charge to the Secretary of State or other appropriate state agency. Any such charge shall be the sole obligation and responsibility of the Lessee. (ii) Each of Lessors has full power and authority to enter into this Lease. (iii) The execution, delivery and performance of this Lease by the person executing the same on behalf of Lessors have been duly and validly authorized and this Lease constitutes the legal, valid and binding obligation of the Lessors enforceable in accordance with its terms. (iv) This Lease constitutes the legal, valid and binding obligation of the Lessors, enforceable in accordance with its terms. (v) Lessors are not aware of any adverse condition undisclosed to Lessee which would materially adversely affect Lessee’s use of the Leased Premises, except those set forth herein, and those discovered by Lessee during its due diligence period. (vi) Neither Lessors nor, to the best of the Lessors’ knowledge, any Affiliate of Lessors are unwilling to file all necessary applications to obtain whatever Approvals may be required of such Persons in connection with the Leased Premises. Neither Lessors nor, to the best of the Lessors’ knowledge, any Affiliate of Lessors have ever engaged in any conduct or practices which any of the foregoing Persons should reasonably believe would cause such Person or entity to be denied any Approval and/or cause any of the buy-out triggering events described in paragraph 5. (vii) Lessors have not received any notice or other communication concerning any alleged violation of Environmental Laws or party notices or other communications concerning liability for Hazardous Materials in connection with the Leased Premises, and there exists no writ,...
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Representations and Warranties of Lessors. Lessors represent and warrant to Lessee, as follows:
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Representations and Warranties of Lessors. Each Lessor ----------------------------------------- represents and warrants, severally and only as to itself, to each of the other parties hereto as follows:
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Representations and Warranties of Lessors 
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Related to Representations and Warranties of Lessors

  • 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 Lessee As of the Effective Date hereof, each Lessee represents and warrants to the Lessor as follows: (a) Lessee is duly organized and validly existing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State and has full power, authority and legal right to execute and deliver this Amendment and to perform and observe the provisions of this Amendment to be observed and/or performed by Lessee. (b) This Amendment has been duly authorized, executed and delivered by Lessee, and constitutes and will constitute the valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as such enforceability may be limited by creditors rights, laws and general principles of equity. (c) Lessee is solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in default in the payment of any taxes levied or assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee's condition, financial or otherwise, or Lessee's prospects or the Leased Property. (d) No consent, approval or other authorization of, or registration, declaration or filing with, any governmental authority is required for the due execution and delivery of this Amendment, or for the performance by or the validity or enforceability of this Amendment against Lessee. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of such party; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee.

  • Representations and Warranties of Lender Lender hereby represents and warrants to Borrower as follows:

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of the Lessee Lessee hereby represents and warrants to the Lessor, which representations and warranties shall be deemed to be restated by Lessee each time Lessor makes an advance of the Development Financing, that: 1. VALIDITY OF DEVELOPMENT FINANCING DOCUMENTS - The Development Financing Documents are in all respects legal, valid and binding according to their terms. 2. NO PRIOR LIEN ON FIXTURES - No mortgage, xxxx of sale, security agreement, financing statement, or other title retention agreement (except those executed in favor of Lessor) has been, or will be, executed with respect to any fixture (except Lessee's trade fixtures not financed with this Development Financing) used in conjunction with the construction, operation or maintenance of the improvements.

  • Representations and Warranties of Lenders Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments or Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of the applicable Assignment and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments, loans or investments such as the Commitments and Loans; and (iii) it will make or invest in its Commitments and Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments and Loans within the meaning of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments and Loans or any interests therein shall at all times remain within its exclusive control).

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

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