Common use of Representations and Warranties of Owner Clause in Contracts

Representations and Warranties of Owner. As of the Effective Date, the Owner represents and warrants to the Manager that: (a) The Owner is a company with limited liability duly organized, validly existing and in compliance under the laws of the Netherlands Antilles; (b) The Owner has the requisite power and authority to enter into, deliver and perform its obligations under this Agreement, and all requisite corporate or entity authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby. Upon due execution and delivery hereof this Agreement will constitute the legal, valid and binding obligation of the Owner, enforceable against the Owner in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of equity; (c) The Owner has not breached its organizational documents or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs or any applicable laws and regulations of its jurisdiction of incorporation or organization in such manner as would in any such case have a materially adverse effect on its ability to perform its obligations under this Agreement; (d) The consummation of the transactions contemplated by and the fulfillment of the terms of this Agreement will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents of the Owner, or any material term of any agreement, mortgage, deed of trust, or other instrument to which the Owner is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such agreement, mortgage, deed of trust, or other instrument, or violate any law or any order, rule, or regulation applicable to the Owner of any court or of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over the Owner or any of its properties; and (e) To the Knowledge of the Owner, there are (i) no Proceedings or investigations pending or threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Owner of its obligations under, or the validity or enforceability of, this Agreement, and (ii) no injunctions, writs, restraining orders or other orders in effect against the Owner that would adversely affect its ability to perform under this Agreement.

Representations and Warranties of Owner. As of the Effective Date, the The Owner hereby represents and warrants to the Manager Owner Trustee that: (ai) The Owner is duly organized and validly existing as a company with limited liability duly organized, validly corporation organized and existing and in compliance good standing under the laws of the Netherlands Antilles;State of Delaware, with power and authority to own its properties and to conduct its business. (bii) The Owner is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications. (iii) The Owner has the requisite power and authority to enter into, execute and deliver and perform its obligations under this Agreement, and all requisite corporate or entity authorizations have been given for it to enter into this Agreement and to perform all carry out its terms; and the matters envisaged hereby. Upon due execution execution, delivery and delivery hereof performance of this Agreement will constitute the legal, valid and binding obligation of the Owner, enforceable against have been duly authorized by the Owner in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of equity;all necessary corporate action. (c) The Owner has not breached its organizational documents or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs or any applicable laws and regulations of its jurisdiction of incorporation or organization in such manner as would in any such case have a materially adverse effect on its ability to perform its obligations under this Agreement; (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement will hereof do not conflict with, result in any breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time or bothtime) a default under, the organizational documents certificate of incorporation or bylaws of the Owner, or any material term of any agreementindenture, mortgage, deed of trust, agreement or other instrument to which the Owner is a party or by which it is bound, or ; nor result in the creation or imposition of any Lien upon any of its the properties of the Owner pursuant to the terms of any such agreementindenture, mortgage, deed of trust, agreement or other instrument, or instrument (other than pursuant to the Transaction Documents); nor violate any law or any order, rule, rule or regulation applicable to the Owner of any court or of any federal or state regulatory body, administrative agency, agency or other Governmental Authority governmental instrumentality having jurisdiction over the Owner or any of its properties; and. (ev) To All approvals, authorizations, consents, orders or other actions of any person or any governmental entity required in connection with the Knowledge execution and delivery of this Agreement and the fulfillment of the Owner, there terms hereof have been obtained. (vi) There are (i) no Proceedings proceedings or investigations pending pending, or to the Owner's best knowledge threatened, before any court, regulatory body, administrative agency, agency or other tribunal governmental instrumentality having jurisdiction over the Owner or Governmental Authority its properties: (A) asserting the invalidity of this Agreement, any of the other Transaction Documents or the Trust Certificate, (B) seeking to prevent the issuance of the Trust Certificate or the consummation of any of the transactions contemplated by this AgreementAgreement or any of the other Transaction Documents, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Owner of its obligations under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents or the Trust Certificate or (D) involving the Owner and (ii) no injunctions, writs, restraining orders which might adversely affect the federal income tax or other orders in effect against federal, state or local tax attributes of the Owner that would adversely affect its ability to perform under this AgreementTrust Certificate.

Representations and Warranties of Owner. As of the Effective Date, the The Owner hereby represents and warrants to the Manager Owner Trustee that: (ai) The Owner is duly organized and validly existing as a company with limited liability duly organized, validly corporation organized and existing and in compliance good standing under the laws of the Netherlands Antilles;State of Delaware, with power and authority to own its properties and to conduct its business. (bii) The Owner is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications. (iii) The Owner has the requisite power and authority to enter into, execute and deliver and perform its obligations under this Agreement, and all requisite corporate or entity authorizations have been given for it to enter into this Agreement and to perform all carry out its terms; and the matters envisaged hereby. Upon due execution execution, delivery and delivery hereof performance of this Agreement will constitute the legal, valid and binding obligation of the Owner, enforceable against have been duly authorized by the Owner in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of equity;all necessary corporate action. (c) The Owner has not breached its organizational documents or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs or any applicable laws and regulations of its jurisdiction of incorporation or organization in such manner as would in any such case have a materially adverse effect on its ability to perform its obligations under this Agreement; (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement will hereof do not conflict with, result in any breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time or bothtime) a default under, the organizational documents certificate of incorporation or bylaws of the Owner, or any material term of any agreementindenture, mortgage, deed of trust, agreement or other instrument to which the Owner is a party or by which it is bound, or ; nor result in the creation or imposition of any Lien upon any of its the properties of the Owner pursuant to the terms of any such agreementindenture, mortgage, deed of trust, agreement or other instrumentinstrument (other than pursuant to the Transaction Documents), or nor violate any law or any order, rule, rule or regulation applicable to the Owner of any court or of any federal or state regulatory body, administrative agency, agency or other Governmental Authority governmental instrumentality having jurisdiction over the Owner or any of its properties; and. (ev) To All approvals, authorizations, consents, orders or other actions of any person or any governmental entity required in connection with the Knowledge execution and delivery of this Agreement and the fulfillment of the Owner, there terms hereof have been obtained. (vi) There are (i) no Proceedings proceedings or investigations pending pending, or to the Owner's best knowledge threatened, before any court, regulatory body, administrative agency, agency or other tribunal governmental instrumentality having jurisdiction over the Owner or Governmental Authority its properties: (A) asserting the invalidity of this Agreement, any of the other Transaction Documents or the Trust Certificate, (B) seeking to prevent the issuance of the Trust Certificate or the consummation of any of the transactions contemplated by this AgreementAgreement or any of the other Transaction Documents, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Owner of its obligations under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents or the Trust Certificate or (D) involving the Owner and (ii) no injunctions, writs, restraining orders which might adversely affect the federal income tax or other orders in effect against federal, state or local tax attributes of the Owner that would adversely affect its ability to perform under this AgreementTrust Certificate.

Representations and Warranties of Owner. As of the Effective Date, the The Owner hereby represents and warrants to the Manager Owner Trustee that: (ai) The Owner is duly organized and validly existing as a company with limited liability duly organized, validly corporation organized and existing and in compliance good standing under the laws of the Netherlands Antilles;State of Delaware, with power and authority to own its properties and to conduct its business. (bii) The Owner is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications. (iii) The Owner has the requisite power and authority to enter into, execute and deliver and perform its obligations under this Agreement, and all requisite corporate or entity authorizations have been given for it to enter into this Agreement and to perform all carry out its terms; and the matters envisaged hereby. Upon due execution execution, delivery and delivery hereof performance of this Agreement will constitute the legal, valid and binding obligation of the Owner, enforceable against have been duly authorized by the Owner in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of equity;all necessary corporate action. (c) The Owner has not breached its organizational documents or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs or any applicable laws and regulations of its jurisdiction of incorporation or organization in such manner as would in any such case have a materially adverse effect on its ability to perform its obligations under this Agreement; (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement will hereof do not conflict with, result in any breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time or bothtime) a default under, the organizational documents certificate of incorporation or bylaws of the Owner, or any material term of any agreementindenture, mortgage, deed of trust, agreement or other instrument to which the Owner is a party or by which it is bound, or ; nor result in the creation or imposition of any Lien upon any of its the properties of the Owner pursuant to the terms of any such agreementindenture, mortgage, deed of trust, agreement or other instrumentinstrument (other than pursuant to the Operative Documents), or nor violate any law or any order, rule, rule or regulation applicable to the Owner of any court or of any federal or state regulatory body, administrative agency, agency or other Governmental Authority governmental instrumentality having jurisdiction over the Owner or any of its properties; and. (ev) To All approvals, authorizations, consents, orders or other actions of any person or any governmental entity required in connection with the Knowledge execution and delivery of this Agreement and the fulfillment of the Owner, there terms hereof have been obtained. (vi) There are (i) no Proceedings proceedings or investigations pending pending, or to the Owner's best knowledge threatened, before any court, regulatory body, administrative agency, agency or other tribunal governmental instrumentality having jurisdiction over the Owner or Governmental Authority its properties: (A) asserting the invalidity of this Agreement, any of the other Operative Documents or the Trust Certificate, (B) seeking to prevent the issuance of the Trust Certificate or the consummation of any of the transactions contemplated by this AgreementAgreement or any of the other Operative Documents, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Owner of its obligations under, or the validity or enforceability of, this Agreement, any of the other Operative Documents or the Trust Certificate or (D) involving the Owner and (ii) no injunctions, writs, restraining orders which might adversely affect the federal income tax or other orders in effect against federal, state or local tax attributes of the Owner that would adversely affect its ability to perform under this AgreementTrust Certificate.

Representations and Warranties of Owner. As of the Effective Closing Date, the Owner represents and warrants to the Manager that: (a) The Owner is a company with limited liability duly organized, validly existing and in compliance under the laws of the Netherlands AntillesBermuda; (b) The Owner has the requisite power and authority to enter into, deliver into and perform its obligations under this Agreement, and all requisite corporate or entity authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby. Upon due execution and delivery hereof this Agreement will constitute the legal, valid and binding obligation of the Owner, enforceable against the Owner in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of equity; (c) The Owner has not breached its organizational documents memorandum of association or bye-laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs or any applicable laws and regulations of its jurisdiction of incorporation or organization in such manner as would in any such case have a materially adverse effect on its ability to perform its obligations under this Agreement; (d) The consummation of the transactions contemplated by and the fulfillment of the terms of this Agreement will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents memorandum of association or bye-laws of the Owner, or any material term of any agreement, mortgage, deed of trust, or other instrument to which the Owner is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such agreement, mortgage, deed of trust, or other instrument, or violate any law or any order, rule, or regulation applicable to the Owner of any court or of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over the Owner or any of its properties; and; (e) To the actual Knowledge of the Owner, there are (i) no Proceedings or investigations pending or threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Owner of its obligations under, or the validity or enforceability of, this Agreement, and (ii) no injunctions, writs, restraining orders or other orders in effect against the Owner that would adversely affect its ability to perform under this Agreement; and (f) The Owner (i) has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted (except where the failure to have such licenses and permits could not individually or in the aggregate have a material adverse effect on the business or condition (financial or otherwise) of the Owner or its ability to enter into and conduct such business as currently conducted) and (ii) had at all relevant times, and now has, power, authority, and legal right to own the Owner Containers and to perform its obligations under this Agreement and the transactions contemplated hereby.

Representations and Warranties of Owner. As of the Effective Date, the The Owner hereby represents and warrants to the Manager Owner Trustee that: (ai) The Owner is duly organized and validly existing as a company with limited liability duly organized, validly corporation organized and existing and in compliance good standing under the laws of the Netherlands Antilles;State of Delaware, with power and authority to own its properties and to conduct its business. (bii) The Owner is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications. (iii) The Owner has the requisite power and authority to enter into, execute and deliver and perform its obligations under this Agreement, and all requisite corporate or entity authorizations have been given for it to enter into this Agreement and to perform all carry out its terms; and the matters envisaged hereby. Upon due execution execution, delivery and delivery hereof performance of this Agreement will constitute the legal, valid and binding obligation of the Owner, enforceable against have been duly authorized by the Owner in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of equity;all necessary corporate action. (c) The Owner has not breached its organizational documents or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs or any applicable laws and regulations of its jurisdiction of incorporation or organization in such manner as would in any such case have a materially adverse effect on its ability to perform its obligations under this Agreement; (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement will hereof do not conflict with, result in any breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time or bothtime) a default under, the organizational documents certificate of incorporation or bylaws of the Owner, or any material term of any agreementindenture, mortgage, deed of trust, agreement or other instrument to which the Owner is a party or by which it is bound, or ; nor result in the creation or imposition of any Lien upon any of its the properties of the Owner pursuant to the terms of any such agreementindenture, mortgage, deed of trust, agreement or other instrumentinstrument (other than pursuant to the Transaction Documents), or nor violate any law or any order, rule, rule or regulation applicable to the Owner of any court or of any federal or state regulatory body, administrative agency, agency or other Governmental Authority governmental instrumentality having jurisdiction over the Owner or any of its properties; and. (ev) To All approvals, authorizations, consents, orders or other actions of any person or any governmental entity required in connection with the Knowledge execution and delivery of this Agreement and the fulfillment of the Owner, there terms hereof have been obtained. (vi) There are (i) no Proceedings proceedings or investigations pending pending, or to the Owner's Knowledge threatened, before any court, regulatory body, administrative agency, agency or other tribunal governmental instrumentality having jurisdiction over the Owner or Governmental Authority its properties: (A) asserting the invalidity of this Agreement, any of the other Transaction Documents or the Trust Certificate, (B) seeking to prevent the issuance of the Trust Certificate or the consummation of any of the transactions contemplated by this AgreementAgreement or any of the other Transaction Documents, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Owner of its obligations under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents or the Trust Certificate or (D) involving the Owner and (ii) no injunctions, writs, restraining orders which might adversely affect the federal income tax or other orders in effect against federal, state or local tax attributes of the Owner that would adversely affect its ability to perform under this AgreementTrust Certificate.