REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants that: it is a [_______] under Delaware law and has all requisite power and authority to enter into and perform its obligations under this Agreement, the Guaranteed Savings Agreement and the Installment Payment Agreement (collectively, the “Agency Agreements”) and to carry out the terms thereof and the transactions contemplated thereby; the execution, delivery and performance by Agency of the Agency Agreements have been duly authorized by all necessary action on the part of Agency and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of the Agency, except as has been obtained; each Agency Agreement (i) has been duly executed and delivered on behalf of Agency by authorized officers of Agency, and constitutes the legal, valid and binding obligation of Agency, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability which may be imposed by application of equitable principles, (ii) in full force and effect and (iii) not been assigned by the Agency; to the knowledge of the Agency, there is no action, suit, proceeding or investigation pending or threatened against the Agency or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by the Agency of its obligations under any Agency Agreement or that questions the validity, binding effect or enforceability of any Agency Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated thereby; the execution, delivery and performance by the Agency of the Agency Agreement and the consummation of the transactions contemplated thereby, do not and will not conflict with, or result in any violation of, any term of its organizational documents, or of any contract or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to it or any of its properties or by which it or its properties may be bound or affected; no consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any o...
REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency makes the following representations and warranties as the basis for the undertakings on its part herein contained:
(A) The Agency is duly established under the provisions of the Act and has the power to enter into this Underlying Lease and to carry out its obligations hereunder.
(B) Neither the execution and delivery of this Underlying Lease nor the consummation of the transactions contemplated hereby will conflict with or result in a breach by the Agency of any of the terms, conditions or provisions of the Act, the by-laws of the Agency or any order, judgment, agreement or instrument to which the Agency is a party or by which the Agency is bound, or will constitute a default by the Agency under any of the foregoing.
REPRESENTATIONS AND WARRANTIES OF THE AGENCY. 2.1 The Agency represents and warrants that it is a corporation, organization or other entity, in good standing under the laws under which it is constituted, and has all necessary power, authority and capacity to enter into and carry out its obligations under the Agreement.
REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants to and for the benefit of Developer that:
(a) The Agency is a duly formed redevelopment agency under the laws of the State of California, is in compliance with the laws of the State of California, and has the power and authority to own its properties and assets and to carry on its business as now being conducted.
(b) The Agency has the power and authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement has been duly and validly executed and delivered by the Agency.
REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants to the Authority that:
7.1.1 it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
7.1.2 it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement;
REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants to the Special Program Municipality as follows:
(a) The Agency is a body corporate and politic and a public benefit corporation duly organized and existing under the laws of the State, and is authorized and empowered under the Act to adopt the General Resolution and the Series Resolution, to issue the Bonds and to enter into and perform its obligations under this Special Program Agreement.
(b) The Agency has duly adopted each of the General Resolution and the Series Resolution, and each continues in full force and effect without having been modified, amended or repealed.
(c) The Agency has duly authorized the execution, delivery and performance by the Agency of this Special Program Agreement.
REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants to the Company each of the following as of the Effective Date of this Agreement:
1. The Agency is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan, with full corporate power and authority to conduct its business as it is now being conducted and to perform all of its obligations under this Agreement. As of the execution of this Agreement, the Agency or its subsidiaries are qualified to do business in Michigan, Illinois, Ohio, Indiana, Tennessee, Nevada, Florida, and Kentucky.
2. The Agency and its subsidiaries hold all unrestricted licenses or certificates of authority necessary represent the Company as an agent in all jurisdictions in which the Agency or its subsidiaries are qualified to do business as foreign corporations.
3. This Agreement constitutes the legal, valid and binding obligation of the Agency and its subsidiaries, enforceable in accordance with its terms. The Agency and its subsidiaries have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and to perform their obligations under this Agreement, and such action has been duly authorized by all necessary action by the Shareholders and board of directors of the Agency and each subsidiary.
4. Neither the execution nor the delivery of this Agreement nor the performance of its terms will breach any obligation or undertaking of the Agency or any subsidiary.
5. From and since January 1, 2003 through and as of the execution and delivery of this Agreement, neither the Agency nor its Shareholders have engaged in, agreed to or withdrawn from any Restricted Transaction, nor have the Agency or its Shareholders had any substantive discussions, negotiations, exchange of information or exchange of confidentiality agreements with any third party leading to the development of a potential term sheet relative to any Restricted Transaction.
REPRESENTATIONS AND WARRANTIES OF THE AGENCY. Each of MEIA I and MELA represents and warrants to XXXX XX and Professionals that, as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE AGENCY. In order to induce DFP to enter into this Agreement, the Agency makes the following representations and warranties to DFP.
