Representations and Warranties of Owners. Each Owner makes the following representations and warranties to the Manager all of which shall survive the execution, delivery, performance or termination of this Agreement:
(a) Such Owner is a limited liability company or corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.
(b) Such Owner’s execution and delivery of, performance under and compliance with this Agreement will not violate such Owner’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound.
(c) Such Owner has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Owner, enforceable against such Owner in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
(e) Such Owner is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in such Owner’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of such Owner to perform its obligations under this Agreement or the financial condition of such Owner.
(f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Owner of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.
(g) No litigation is pending or, to the be...
Representations and Warranties of Owners. Each of the Owners represents and warrants as of the
Representations and Warranties of Owners. Each Owner, severally and not jointly, represents and warrants the following to Purchasers:
Representations and Warranties of Owners. The Owners individually hereby represent and warrant as follows:
9.1.1 Owner is, and throughout the Term hereof shall continue to be duly incorporated or organized, validly existing, and in good standing under the laws of the state of Owner's formation, possessing perpetual existence as a legal entity, having the capacity to xxx and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement.
9.1.2 The execution, delivery, and performance of this Agreement by Owner has been duly authorized by all necessary company action and does not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to which it is a party.
9.1.3 This Agreement constitutes a legal, valid and binding obligation of Owner, and is enforceable against Owner in accordance with the terms herein contained
9.1.4 Owner owns, as of the Effective Date hereof, exclusive, marketable, legal and equitable title to the undivided ownership interest in the Aircraft detailed in the recitals hereof.
9.1.5 Owner shall not create or place any Lien against the Aircraft other than a purchase money interest, limited to Owner's pro-rata share of the Aircraft, shall ensure that no Liens are created or placed against the Aircraft by third-parties as a result of it's actions, and shall take all actions as may be necessary to discharge and satisfy in full any such Lien promptly after the same becomes known to it.
9.1.6 Owner shall not divest itself of its undivided ownership interest in the Aircraft except in accordance with the terms and conditions specified in this Agreement.
9.1.7 Owner is, and throughout the Term hereof shall continue to be, either a citizen of the United States as defined in 49 U.S.C. § 40102(a)(15), as amended, or otherwise eligible to register the Aircraft in the United States.
Representations and Warranties of Owners. Owners represent and warrant to Service Provider as follows:
Representations and Warranties of Owners. Each Owner hereby represents, warrants and covenants to Contractor as follows (it being acknowledged that, in light of the provisions of Sections 8.1(a) and (b) with respect to Xxxxxx Utilities, the representations, warranties and covenants of Xxxxxx Utilities pertain only to that separate and distinct part of the City of Xxxxxx that constitutes Xxxxxx Utilities):
Representations and Warranties of Owners. 34 Section 4.1 Title to Shares...............................................34 Section 4.2 Authority Relative to This Agreement..........................34 Section 4.3 Certain Transactions or Arrangements..........................35 Section 4.4 Investments in Competitors....................................35 Section 4.5
Representations and Warranties of Owners. Except as set forth in the disclosure schedule delivered to Loraca and Merger Sub by Owners contemporaneously with the execution hereof (the "Owners Disclosure Schedule"), Owners hereby represent and warrant to Loraca and Merger Sub as follows:
Representations and Warranties of Owners. Owners jointly and severally represent and warrant to Buyer that the statements contained in this Article V are true and correct as of the date hereof.
Representations and Warranties of Owners. 19 Section 4.01
