Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, as follows:
(a) Each Pool Aircraft is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale)...
Representations and Warranties of the Grantors. Each Grantor represents and warrants as follows. The following representations and warranties shall survive execution of this Agreement and shall not be affected or waived by any examination or inspection made by the Agent:
Representations and Warranties of the Grantors. The Grantors represent and warrant that, as of the date of this Agreement and as of the date of the Lease:
(a) Village Farms is the owner of and has good and marketable title to all of the Lands, whether tangible or intangible, free and clear of all Encumbrances other than Permitted Encumbrances. The Grantors are not aware of any facts or circumstances which might materially adversely limit, affect or prejudice its ownership rights over the Lands.
(b) VFCLP is the owner of and has good and marketable title to all of the Greenhouses, whether tangible or intangible, free and clear of all Encumbrances other than Permitted Encumbrances. The Grantors are not aware of any facts or circumstances which might materially adversely limit, affect or prejudice VFCLP’s ownership rights over the Greenhouses.
(c) The Delta 1 Assets and Operations are in good working order, subject to reasonable wear and tear from the Tomato Growing Operations.
(d) The Grantors are in compliance in all material respects with Applicable Laws and regulations pertaining to the operation of their business at the Delta 1 Assets and Operations.
(e) As at the date hereof, the conduct of business by the Grantors of the Delta 1 Assets and Operations has been in compliance with all applicable Environmental Laws;
(f) There has been no Release by the Landlord of any Hazardous Substance in breach of Environmental Laws in the course of the business from, at, on, or under the Delta 1 Assets and Operations;
(g) The Grantors have not received notice of any kind of any Release or possible Release of any Hazardous Substance in breach of Environmental Laws from, at, on, or under the Delta 1 Assets and Operations, or from or on to any properties adjoining the Delta 1 Assets and Operations;
(h) No Remedial Order or pending Remedial Order has been received by the Grantors in respect of the Delta 1 Assets and Operations; and
(i) The representations and warranties set out in Section 3.2(c), (d) and (f) of the Shareholders Agreement, remain true and correct in all material respects. For purposes of this Section, the following terms shall have the meanings described below:
Representations and Warranties of the Grantors. Each Grantor hereby represents and warrants and covenants (severally and not jointly) to the Shareholders as follows:
(a) In the case of AL-CH and the PBGC, the Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not prevent or delay the performance in any respect by the Grantor of its obligations under this Agreement. Grantor has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. In the case of AL-CH and the PBGC, the execution and delivery of this Agreement and the Proxy and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of the Grantor.
(b) Each of this Agreement and the Proxy has been duly executed and delivered by or on behalf of the Grantor, and, subject to the execution of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally and except as enforcement thereof is subject to general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement and the Proxy by the Grantors does not, and the performance of this Agreement and the Proxy by the Grantors will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or other similar constituent documents of the Grantor, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Grantor or by which it or any of its properties is bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to another party any ri...
Representations and Warranties of the Grantors. Each Grantor hereby represents and warrants as follows (as applicable):
Representations and Warranties of the Grantors. Each of the Grantors hereby further represents and warrants to Party A on the date hereof and each Closing Date that:
(a) he has good and marketable title to the Equity Interest owned by him, free and clear of any Encumbrance; and
(b) no litigation, arbitration or administrative proceeding is taking place or pending or may take place with respect to the Equity Interest owned by him.
Representations and Warranties of the Grantors. Each of the Grantors represents and warrants to the Collateral and Intercreditor Agent, the Creditor Representatives and the Secured Parties that, as of the date hereof:
Representations and Warranties of the Grantors. Each Grantor hereby represents and warrants as follows:
(a) The Security Agreement as previously executed and as amended and modified prior to the date hereof hereby constitutes the legal, valid and binding obligation of each Grantor and is enforceable against each Grantor in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyances, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing.
(b) As of the date hereof and immediately after giving effect to this Agreement, each Grantor hereby (i) reaffirms all covenants, representations and warranties made by it in the Security Agreement, and (ii) agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Agreement, provided that any such covenant, representation or warranty that references a specific date is reaffirmed as of such referenced date.
Representations and Warranties of the Grantors. Each Grantor represents and warrants to each Secured Party, as of the date hereof and the Closing Date, that:
(a) Such Grantor's exact legal name, as defined in Section 9-503(a) of the UCC, is correctly set forth in Schedule III. Such Grantor has only the trade names and domain names listed on Schedule VI. Such Grantor is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office and the office in which it maintains the original copies of each Assigned Agreement and Related Contract to which such Grantor is a party and all originals of all chattel paper that evidence Receivables of such Grantor, in the state or jurisdiction set forth in Schedule III. The information set forth in Schedule III with respect to such Grantor is true and accurate in all respects. Such Grantor has not previously changed its name, location, chief executive office, place where it maintains its agreements, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule III except as disclosed in Schedule VII and, with respect to each of Allegheny Energy Supply Lincoln Generating Facility, LLC, Allegheny Energy Supply Wheatland Generating Facility, LLC, and Allegheny Energy Supply Xxxxxxx Generating Facility, LLC, Energy Financing Company LLC and Lake Acquisition Company LLC, other than any such change occurring prior to the acquisition by the Company of such companies and which the Company is not aware of.
(b) Within the five years preceding the date hereof, such Grantor has not previously changed the location of its Material Equipment except as set forth in Schedule V and, with respect to each of Allegheny Energy Supply Lincoln Generating Facility, LLC, Allegheny Energy Supply Wheatland Generating Facility, LLC, and Allegheny Energy Supply Xxxxxxx Generating Facility, LLC, Energy Financing Company LLC and Lake Acquisition Company LLC, other than any such change occurring prior to the acquisition by the Company of such companies and which the Company is not aware of. All Security Collateral consisting of certificated securities and instruments have been delivered to the Collateral Agent. None of the Receivables or Agreement Collateral is evidenced by a promissory note or other instrument that has not been delivered to the Collateral Agent.
(c) Such Grantor is the legal and beneficial owner of its Collateral free and clear of any Lien, claim, option or right of others, except for the security...
Representations and Warranties of the Grantors. The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Creditors that:
