Representations and Warranties of Operator. Operator represents and warrants to Owner as follows:
Representations and Warranties of Operator. (a) Operator is a corporation duly organized, validly existing and in good standing under the laws of the State of __________________ and has full corporate power and authority: (i) to enter into this Agreement; and (ii) to carry out the other transactions and agreements contemplated by this Agreement.
(b) The execution, delivery and performance of this Agreement by Operator has been duly authorized by all necessary corporate action of Operator. This Agreement and each of the other documents to be executed and delivered by Operator pursuant to this Agreement have been duly executed and delivered by Operator and are the valid and binding obligations of Operator enforceable in accordance with their respective terms, subject only as to enforceability affected by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and by general equitable principles. The execution, delivery and performance of this Agreement and the other documents to be executed, delivered and performed by Operator pursuant to this Agreement will not: (i) conflict with or violate any provision of Operator's Articles of Incorporation, By-laws, or any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Operator; or (ii) result in any breach of or default under or cause the acceleration of performance of any mortgage, contract, agreement, indenture or other instrument which is either binding upon or enforceable against Operator.
(c) Operator is not required to obtain the approval, consent or waiver of any other person or entity for the execution, delivery or performance of this Agreement.
(d) All of the information contained in the representations and warranties of Operator set forth in this Agreement or in any of the documents delivered or to be delivered herewith or after the execution hereof as set forth in any provision of this Agreement is true, accurate and complete.
Representations and Warranties of Operator. Operator hereby represents and warrants to, and covenants with, User that on the date hereof, and at all times during the Service Period:
(a) Operator is a corporation duly organized and existing in good standing under the laws of the State of Delaware and is duly authorized to transact business under the laws of all other jurisdictions where the nature of its business requires such authorization.
(b) This Agreement constitutes the valid and binding obligations of Operator enforceable against Operator in accordance with its terms.
(c) Operator is the registered owner of each Aircraft and has good right to use, possess and control each Aircraft for all purposes of this Agreement.
(d) Operator is duly authorized to carry out flights of all Aircraft under a time-sharing arrangement as contemplated by FAR Section 91.501, 14 C.F.R. Section 91.501.
(e) Each pilot and co-pilot provided by Operator hereunder shall be duly type-rated for aircraft of the same type as the Aircraft to be operated by them, and shall be properly qualified, tested and trained pursuant to the FAR and current under FAR Section 61.57, 14 C.F.R. Section 61.57.
Representations and Warranties of Operator. Operator represents and warrants, as of the date hereof, as follows:
A. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, is duly qualified to do business in and is in good standing in the State of Nevada and shall be qualified to do business in the People's Republic of China within one hundred twenty (120) days after Notice of Proceed to the Commercial Operation Date, and in any other jurisdiction where it is required to be so qualified;
B. It has taken all necessary action to authorize the execution, delivery and performance of its obligations under this Agreement, which action has not been superseded or modified, and this Agreement constitutes the legal, valid and binding obligation of Operator, enforceable in accordance with its terms;
C. The execution, delivery and performance of this Agreement do not violate (i) its articles of incorporation or by-laws or any resolution of its Board of Directors or other committees charges with the governance of its affairs, (ii) any contract to which it or, to the best of its knowledge, any of its Affiliates is a party or (iii) any law, rule, regulation, order writ, judgment, injunction, decree or determination affecting Operator or any of its properties;
D. It has not filed any petition for relief under the bankruptcy laws of the United States of America, or any other sovereign nation has not made nor is making an assignment for the benefit of creditors, initiated nor been the subject of any proceeding seeking to have a receiver or trustee appointed to liquidate or manage its affairs, and none of its properties is subject to the jurisdiction of any bankruptcy court of the United States of America or any receivership proceeding;
E. No litigation is pending or, to its knowledge, threatened which seeks to restrain it from performing its obligations hereunder or the adverse outcome of which would materially affect its business or its ability to perform its obligations hereunder;
F. No authorization or approval or other action by, and notice to or filing with, any government agency or regulatory body is required for the due execution, delivery and performance by Operator of this Agreement which have not been obtained;
G. It or one of its Affiliates is experienced in the operation, maintenance and repair of electrical generating facilities, has complied with the provisions of all applicable laws, including, without limitation, environmental laws, respecting t...
Representations and Warranties of Operator. The Operator hereby represents and warrants to the District that:
Representations and Warranties of Operator. Operator hereby represents and warrants to Municipality that, as of the date hereof:
(a) It is a municipal corporation of the State of Texas duly organized, validly existing and in good standing under the laws of the State, with all legal right, power and authority to enter into this Agreement, to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and to enter into and perform its obligations under this Agreement.
(b) This Agreement, Operator’s execution and delivery of this Agreement, and Operator’s performance of its obligations hereunder, have been duly and validly authorized by Operator by all necessary action. This Agreement has been validly executed and delivered by Operator and constitutes a legal, valid and binding obligation of Operator, enforceable in accordance with its terms.
(c) Operator’s execution, delivery and performance of this Agreement will not conflict with, or result in any violation of, or constitute a default or a condition which upon notice of lapse of time, or both, would constitute a default, under the organizational documents of Operator nor under any judgment, order, writ, injunction, decree, rule, regulation, permit, license, bonds, debt instruments, note, agreement, mortgage, deed, contract or other instruments that apply to, or which bind, Operator or any of its assets or properties.
(d) There are no actions, suits, proceedings or governmental investigations pending, or, to its best knowledge, threatened against it or its assets or properties, and no judgments, decrees, orders, rulings, writs or injunctions outstanding against it or its assets or properties, that would in any case have a material adverse effect upon Operator’s ability to execute this Agreement or otherwise to consummate and perform its obligations hereunder.
(e) Operator is fully familiar with this Agreement and the obligations set forth herein, including all exhibits and schedules attached to this Agreement, if any, and Operator is capable of performing and complying with same.
Representations and Warranties of Operator. Operator hereby represents and warrants that (i) Operator is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as presently conducted, and to execute, deliver and perform its obligations under this Agreement; (ii) Operator has taken all necessary action to authorize its execution, delivery and performance of this Agreement. This Agreement constitutes a legal, valid and binding obligation of Operator, enforceable against Operator in accordance with its terms; and (iii) the execution, delivery and performance of this Agreement by Operator does not and will not conflict with, or constitute a violation or a breach of, or constitute a default under, or result in the creation or imposition of any lien upon the property of Operator by reason of the terms of (a) charter documents of Operator, (b) any Applicable Laws, rule or regulation binding upon or applicable to Operator, or (c) any material agreements to which Operator is a Party.
Representations and Warranties of Operator. Subject to any disclosure made in writing by Operator or its Affiliates to MSC or its Affiliates on or before the date hereof, Operator hereby represents and warrants as follows:
(a) Operator is a duly organized company under Macau Law.
(b) (i) Operator has full legal right, power and authority under the Laws of Macau, and Operator and has taken all corporate action necessary, to enter into this Agreement, to perform its obligations hereunder, and to consummate all other transactions contemplated hereby; and (ii) prior to execution of this Agreement and any and all other documents and agreements related thereto or contemplated hereby or thereby (collectively, the “Transaction Documents”), Operator shall have taken any and all action necessary to authorize the execution, delivery and performance of the Transaction Documents, the performance of its obligations thereunder, and the consummation of all other transactions contemplated thereby.
(c) This Agreement and each of the other Transaction Documents has been duly executed and delivered by Operator and, when approved by necessary Governmental Authority(ies) (where applicable), will constitute valid and binding obligations, enforceable against Operator in accordance with their terms.
(d) The execution and delivery of this Agreement and each of the other Transaction Documents, the performance by Operator of its obligations hereunder and thereunder and the consummation by Operator of the transactions contemplated hereby and thereby will not violate any contract or agreement to which Operator or any of its Affiliates is a party or any Law or require any Governmental Approval beyond those contemplated herein or therein.
(e) Operator has received an effective subconcession from the Macau Government that has been issued under the concession of Xxxx Resorts (Macau), Limited and constitutes a valid Gaming License. Operator has delivered to MSC true, correct and complete copies of: (i) the subconcession agreement entered into between Operator and Xxxx Resorts (Macau), Limited (the “Subconcession Agreement”) and (ii) (A) letter dated 8 September 2006 from the Macau Government addressed to Operator and copies to Xxxx Macau, with regard to the confirmation by the Macau Government of the Subconcession Agreement, (B) letter dated 8 September 2006 from Operator addressed to the Macau Government with regard to the confirmation of the rights and obligations of Operator to the Macau Government, and (C) letter dated 8 Septembe...
Representations and Warranties of Operator. 13.2.1 As of the Effective Date and until the expiration of this Agreement, Operator represents, undertakes and warrants that:
(a) Operator is and shall remain duly formed and in good standing under the laws of Germany and is and shall remain duly qualified to do business in Germany;
(b) Operator has the requisite power, authority and legal right to execute and deliver, and to perform its obligations under this Agreement;
(c) Operator has not incurred any liability to any financial advisor, broker or finder for any financial advisory, brokerage, finder's or similar fee or commission in connection with the transactions contemplated by this Agreement for which User or any of its Affiliates could be liable; and
(d) neither the execution, delivery nor performance of this Agreement, violates or will violate, results or will result in a breach of, or constitutes or will constitute a default under, any provision of Operator's memorandum and articles of association, any law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any Governmental Authority or of any other material agreement or instrument to which Operator is a party.
Representations and Warranties of Operator. 5.1 Operator represents, warrants and agrees to the following:
(a) Operator has good and marketable title to all of the Collateral Property (except fee simple title to the Mortgaged Property is in Borrower and subject to the Operating Lease) and none of the Collateral Property is subject to any Lien except for Permitted Liens and the security interest created pursuant to this Agreement, the Security Instrument, the Loan Agreement and any of the other Loan Documents.
(b) During the term of this Agreement, Operator will not commence, or join with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings with respect to Borrower, without Xxxxxx’s prior written consent, and as of the date hereof, Operator has not filed and is not subject to any filing for bankruptcy or reorganization under any applicable bankruptcy or insolvency laws. The Operating Lease is in full force and effect, Operator is not in default thereunder and Operator is not aware of any ongoing default thereunder by Borrower.
