Representations and Warranties of Owner Participant. Owner Participant represents and warrants to Owner Trustee, Trust Company, Indenture Trustee, Loan Participant and Lessee that, as of the date hereof and as of the Closing Date and each Delivery Date (unless any such representation is specifically made as of one date):
(a) Owner Participant is a limited liability company duly organized, validly existing and in good standing under the laws of State of Delaware and has the power and authority to carry on its business as now conducted;
(b) Owner Participant has the limited liability company power and authority to enter into the Owner Participant Agreements and to perform its obligations thereunder, and such execution, delivery and performance do not and will not contravene any law or any order of any court or governmental authority or agency applicable to or binding on Owner Participant, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien (other than the leasehold interest of Lessee under the Lease and the security interest of Indenture Trustee under the Indenture) upon the Equipment under, its organization documents or any material indenture, mortgage, contract or other agreement or instrument to which Owner Participant is a party or by which it or any of its property or the Equipment may be bound or affected;
(c) the Owner Participant Agreements have been duly authorized by all necessary action on the part of Owner Participant, do not require any approval not already obtained of the members of Owner Participant or any approval or consent not already obtained of any trustee or holders of indebtedness or obligations of Owner Participant, have been duly executed and delivered by Owner Participant and (assuming the due authorization, execution and delivery by each other party thereto) constitute the legal, valid and binding obligations of Owner Participant, enforceable against Owner Participant in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency and similar laws and by general principles of equity;
(d) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery or performance by Owner Participant of the Trust Agreement, the Tax Indemnity Agreement and this Agreement, it being understood that no representation or warranty is being made herein with respect to the ICC Termination Act or an...
Representations and Warranties of Owner Participant. Owner Participant hereby represents and warrants that as of the date hereof:
Representations and Warranties of Owner Participant. Owner Participant represents and warrants to each of the other parties hereto that:
(a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Operative Documents to which it is a party and the Defaulting Participant's Note.
(b) Each Operative Document to which Owner Participant is or will be a party and the Defaulting Participant's Note have been duly authorized by all necessary corporate action on the part of, and has been or on or prior to the Closing Date will have been duly executed and delivered by, Owner Participant and neither the execution and delivery thereof, nor the consummation by it of the transactions contemplated thereby, nor compliance by Owner Participant with any of the terms and provisions thereof, subject to and in reliance upon the accuracy of the representations made by Lessee in Sections 4.01(j) and 4.01(k) and by Initial Note Purchaser set forth in Section 4.08, (i) requires any approval of its stockholders, or approval or consent of any trustee or holders of any of its indebtedness or obligations, (ii) contravenes any law, judgment, governmental rule, regulation or order applicable to or binding on it or on any of its properties (except, however, that no representation is made as to communications law or other Applicable Law relating to transponders or satellites), (iii) contravenes or results in any breach of or constitutes any default under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected, (iv) contravenes its corporate charter or by-laws or (v) results in the creation of any Lien (other than a Permitted Lien of the type specified in clause (a) of the definition thereof) upon any of its property.
(c) Neither the execution and delivery by it of the Operative Documents to which it is or will be a party and the Defaulting Participant's Note, nor the consummation by it of any of the transactions contemplated thereby, requires the consent, approval or authorization of, the giving of notice to, or the registration with, the recording or filing of any document with, or the taking of any other action in respect of, any Governmental Bo...
Representations and Warranties of Owner Participant. The --------------------------------- ----------------- Owner Participant represents and warrants to each of the other parties hereto that:
Representations and Warranties of Owner Participant. The Owner Participant represents and warrants to each of the other parties hereto that as of the date hereof and as of the Closing Date:
Representations and Warranties of Owner Participant. Each Owner Participant represents and warrants to Purchaser, as of the date hereof and the applicable Owner Participant represents and warrants to Purchaser, as of the applicable Closing, as follows:
Representations and Warranties of Owner Participant. The Owner Participant represents, warrants and covenants that:
(a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Rhode Island;
(b) it is a Maritime Citizen pursuant to clause (ii) of the definition thereof;
(c) it has the corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party; and
(d) each of the Transaction Documents to which it is a party has been duly authorized by all necessary corporate action on the part of the Owner Participant, has been duly executed and delivered by the Owner Participant and constitutes the legal, valid and binding obligation of the Owner Participant enforceable against the Owner Participant in accordance with its terms.
(e) the execution and delivery by it of the Transaction Documents to which it is a party do not and will not result in any violation of, conflict with, or default under, any term of any charter instrument, by-law or other material agreement or instrument to which it is a party or by which it or its properties may be bound, or any judgment or order binding upon or affecting it or its properties, or any federal or Rhode Island state law or regulation relating to its investment as Owner Participant; and
(f) neither the execution and delivery by it of the Transaction Documents to which it is party nor the consummation of any of the transactions contemplated thereby requires the consent, authorization, approval or other action by, or notice to or filing, registration or qualification with, any federal or Rhode Island governmental authority or regulatory body pursuant to any federal or Rhode Island law governing its investment as Owner Participant or any Person not already obtained, including any holders of any Indebtedness of Owner Participant.
Representations and Warranties of Owner Participant. The Owner Participant represents, warrants and covenants that:
(a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;
(b) it is a Maritime Citizen;
(c) it has the requisite corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party; and
(d) each of the Transaction Documents to which it is a party has been duly authorized by all necessary corporate action on the part of the Owner Participant, has been duly executed and delivered by the Owner Participant and constitutes the legal, valid and binding obligation of the Owner Participant enforceable against the Owner Participant in accordance with its terms, except as enforcement may be affected by the laws of bankruptcy and other laws affecting the rights of creditors generally and by equitable principles.
(e) the execution and delivery by it of the Transaction Documents to which it is a party do not and will not result in any violation of, conflict with, or default under, any term of any charter instrument, by-law or other material agreement or instrument to which it is a party or by which it or its properties may be bound, or any judgment or order binding upon or affecting it or its properties, or any federal or Delaware law or regulation relating to its investment as Owner Participant; and
(f) neither the execution and delivery by it of the Transaction Documents to which it is party nor the consummation of any of the transactions contemplated thereby requires the consent, authorization, approval or other action by, or notice to or filing, registration or qualification with, any federal or state governmental authority or regulatory body pursuant to any federal or state law governing its investment as Owner Participant or any Person not already obtained, including any holders of any Indebtedness of Owner Participant.
Representations and Warranties of Owner Participant. Owner Participant represents and warrants that:
Representations and Warranties of Owner Participant. 37 6.1 Due Organization . . . . . . . . . . . . . . . . . . 37 6.2 Authorization; Execution; Enforceability . . . . . . 38 6.3
