Representations and Warranties of the Lessee. Lessee hereby represents and warrants to the Lessor, which representations and warranties shall be deemed to be restated by Lessee each time Lessor makes an advance of the Development Financing, that:
1. VALIDITY OF DEVELOPMENT FINANCING DOCUMENTS - The Development Financing Documents are in all respects legal, valid and binding according to their terms.
2. NO PRIOR LIEN ON FIXTURES - No mortgage, xxxx of sale, security agreement, financing statement, or other title retention agreement (except those executed in favor of Lessor) has been, or will be, executed with respect to any fixture (except Lessee's trade fixtures not financed with this Development Financing) used in conjunction with the construction, operation or maintenance of the improvements.
Representations and Warranties of the Lessee. The Lessee represents and warrants to the Trust, the Owner Trustee, the Indenture Trustee, the Participants, and the Policy Provider as of the date hereof and as of the Closing Date:
(a) as to organization, powers and partnership organizational documents:
(i) the Lessee is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Texas, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its ability to carry on its business as now conducted and as contemplated by the Operative Agreements to be conducted or to enter into and perform its obligations under the Lessee Agreements, each Partnership Document to which the Lessee is or will be a party and each Pass Through Document to which the Lessee is or will be a party, is a special purpose limited partnership organized to enter into the transactions contemplated by this Agreement, the other Operative Agreements to which it is a party and the Pass Through Documents to which it is a party, has the limited partnership power and authority to acquire from TRLTII and sell to the Trust the Equipment described on Schedule 1-A hereto, to acquire from TRLTII and pledge to the Collateral Agent the Pledged Equipment, to acquire from TRLTII and sell to the Trust the Existing Equipment Subleases and to acquire from TRLTII and pledge to the Collateral Agent the Existing Pledged Equipment Leases, in each case as contemplated by this Agreement, and to carry on its business as now conducted and as contemplated by the Operative Agreements to be conducted, has the requisite limited partnership power and authority to execute, deliver and perform its obligations under the Lessee Agreements, each Partnership Document to which the Lessee is or will be a party and each Pass Through Document to which the Lessee is or will be a party, and has conducted no business or operations prior to the date hereof (other than those associated with its organization and capitalization or as contemplated by the Operative Agreements),
(ii) the General Partner is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to execute, deliver and perform its obligations under the Partnership Agreement and each other organizational document of the Partnership to which the General Partner is a party...
Representations and Warranties of the Lessee. The Lessee (in the case of Consortium each member) represents and warrants to DMRC that:
a) It is duly organized, validly existing and in good standing under the laws of India;
b) It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
c) It has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement;
d) It has the financial standing and capacity to undertake the development of Leased Space(s);
e) This Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
f) The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the Memorandum and Articles of Association of the Lessee or any Applicable Law or any covenant, agreement, understanding, decree or order to which the Lessee is a party or by which Lessee or any of its properties or assets are bound or affected;
g) There are no actions, suits, proceedings or investigations pending or to the Lessee’s knowledge threatened against the Lessee at law or in equity before any Court or before any other judicial, quasi judicial or other authority, the outcome of which may constitute the Lessee Event of Default or which individually or in the aggregate may result in a Material Adverse Effect;
h) It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any government authority which may result in Material Adverse Effect;
i) It has complied with all Applicable Law and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;
j) No representation or warranty by the Lessee contained herein or in any other document furnished by the Lessee to DMRC or to any government authority in relation to Applicable Permits contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading;
k) The Lessee also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters se...
Representations and Warranties of the Lessee. On the Closing Date, the representations and warranties of the Lessee contained in Section 3.2 and Section 3.4(b) hereof shall be true and correct in all material respects as of the Closing Date as though then made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date), and each of the Owner Trustee, the Indenture Trustee and the Participants shall have received an Officer's Certificate to such effect dated such date from the General Partner of the Lessee certifying to the foregoing matters, and the Lessee shall have performed and complied with all agreements and conditions herein contained which are required to be performed or complied with by the Lessee on or before said date.
Representations and Warranties of the Lessee. The Lessee represents and warrants, as of the Restatement Date, to the Original Head Lessee (except as to the representation and warranty contained in Section 8(i)), the Parent Guarantor (except as to the representation and warranty contained in Section 8(i)), the Pass Through Trustee, the Owner Participant, the Owner Trustee, the Liquidity Provider and the Indenture Trustee that:
(a) the Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and authority to own or hold under lease its properties, has, or had on the respective dates of execution thereof, the corporate power and authority to enter into and perform its obligations under this Agreement, Lease Amendment No. 1, the Lease, the Pass Through Trust Agreements, the Amended and Restated Sublease TIA, the SLV Letter Agreement and any certificate delivered by the Lessee pursuant to the foregoing (the "Lessee Documents") and is duly qualified to do business as a foreign corporation in each jurisdiction where the failure to so qualify would have a material adverse effect on its business, operations or condition (financial or otherwise), or on its ability to perform its obligations under the Lessee Documents;
(b) the Lessee is a Certificated Air Carrier, and its chief executive office (as such term is used in Article 9 of the Uniform Commercial Code in effect in the State of Arizona) is located at 4000 Xxxx Xxx Xxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000;
(c) the execution and delivery by the Lessee of the Lessee Documents and the performance of the obligations of the Lessee under the Lessee Documents have been duly authorized by all necessary corporate action on the part of the Lessee, do not require any stockholder approval, or approval or consent of any trustee or holder of any material indebtedness or material obligations of the Lessee, except such as have been duly obtained and are in full force and effect, and do not contravene any law, governmental rule, regulation, judgment or order binding on the Lessee or the certificate of incorporation or by-laws of the Lessee, or contravene the provisions of, or constitute a default under,
(d) neither the execution and delivery by the Lessee of the Lessee Documents nor the performance of the obligations of the Lessee under the Lessee Documents nor the consummation by the Lessee of any of the transactions contemplated by the Lessee Documents, requires the consent or approval ...
Representations and Warranties of the Lessee. The Lessee represents and warrants to the District that:
A. The Lessee is duly organized in the State of California, and in good standing under the laws of the State of California, with full corporate power and authority to lease and own real and personal property;
B. The Lessee has full power, authority and legal right to enter into and perform its obligations under this Site Lease, and the execution, delivery and performance of this Site Lease has been duly authorized by all necessary corporate actions on the part of the Lessee and does not require any further approvals or consents;
C. Execution, delivery and performance of this Site Lease does not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which the Lessee is a party or by which it or its property is bound;
D. There is no pending or, to the best knowledge of the Lessee, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of the Lessee to perform its obligations under this Site Lease; and
Representations and Warranties of the Lessee. The Lessee represents and warrants as follows:
Representations and Warranties of the Lessee. The Lessee hereby represents, warrants and covenants to Authority for itself that ("Lessee Warranties"):
i. it is duly organized, validly existing and in good standing under the laws of India;
ii. it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;
iii. it has taken necessary action under the Applicable Laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement;
Representations and Warranties of the Lessee. The Lessee and each Member represents and warrants as follows:
Representations and Warranties of the Lessee. The Lessee represents and warrants to the Lessor as the basis for its undertaking of the transaction contemplated by this Lease as follows:
