Representations and Warranties of the Lessor. Effective as of each Closing Date, the date of each Advance and the Rent Commencement Date (except to the extent any representation and warranty is otherwise specifically limited to one or more specific dates), the Lessor represents and warrants to each of the other parties hereto that: (a) It is a Delaware corporation duly organized, validly existing and in good standing in the State of Delaware and the jurisdiction in which the Property is located and has the power and authority to enter into and perform its obligations under each of the Operative Agreements to which it is or will be a party and each other agreement, instrument and document to be executed and delivered by it on or before the Closing Date and each other Closing Date in connection with or as contemplated by each such Operative Agreement to which it is, or as the case may be, will be a party; (b) The execution, delivery and performance of each Operative Agreement to which it is or will be a party has been duly authorized by all necessary action on its part and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by it with any of the terms and provisions thereof (i) does or will require any approval or consent of any holder of any of its indebtedness or obligations or any other consent or approval by any Person that has not previously been obtained, (ii) does or will contravene any Legal Requirement, (iii) does or will contravene or result in any breach of or constitute any default under, or result in the creation of any lien upon any of its property (except for the Liens created expressly pursuant to the Security Documents) under (A) its articles of organization or other formation documents or (B) any other agreement or instrument to which it is a property or by which it or its properties may be bound or affected; (c) This Agreement and the other Operative Agreements to which it is or, as the case may be, will be a party, have been or on or before the applicable Closing Date, will be, duly executed and delivered by the Lessor and constitute, or upon execution and delivery will constitute, a legal, valid and binding obligation enforceable against the Lessor in accordance with the terms thereof, subject to bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether considered in a proceeding at law or in equity); (d) There is no action or proceeding pending or, to its knowledge, threatened to which it is or will be a party before any Governmental Authority that, if adversely determined, would materially and adversely affect its ability to perform its obligations under the Operative Agreements to which it is a party or would question the validity or enforceability of any of the Operative Agreements to which it is or will become a party; (e) It has not assumed or transferred any of its right, title or interest in or under the Agency Agreement, the Lease or its interest in the Property or any portion thereof, except in accordance with the Operative Agreements; (f) No Lease Default or Lease Event of Default has occurred and is continuing; (g) Except as otherwise expressly contemplated by the Operative Agreements, the proceeds of the Credit Loans, the Mortgage Loans and the Lessor Advances shall not be applied by the Lessor for any purpose other than Property Acquisition Costs, costs incurred to permit the acquisition, testing, engineering, installation, development, construction, modification, design, and renovation, as applicable, of the Property (or components thereof) in accordance with the terms of the Agency Agreement and the other Operative Agreements (including construction of the Improvements and acquisition and installation of the Equipment), in each case, which accrue prior to the Rent Commencement Date; (h) Neither the Lessor nor any Person authorized by the Lessor to act on its behalf has offered, the Credit Notes, the Mortgage Notes or any other security relating to the Property, or any security the offering of which for the purposes of the Securities Act would be deemed to be part of the same offering as the offering of the aforementioned securities to, or solicited any offer to acquire any of the same from, any Person, other than in the case of the Credit Notes, the Credit Lenders; and in the case of the Mortgage Notes, the Mortgage Lenders, and neither the Lessor nor any Person authorized by the Lessor to act on its behalf will take any action which would subject, as a direct result of such action alone, the issuance or sale of any of the aforementioned securities to the provisions of Section 5 of the Securities Act or require the qualification of any Operative Agreement under the Trust Indenture Act of 1939, as amended; (i) The location of the Lessor for purpose of the UCC is the State of Delaware, and the Lessor’s principal place of business, chief executive office and office where the documents, accounts and records relating to the transactions contemplated by this Agreement and each other Operative Agreement are kept are located at 000 Xxxxx Xxxxx Xxxxxx, Charlotte, NC 28202; (j) The Lessor is not engaged principally in, and does not have as one (1) of its important activities, the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United States), and no part of the proceeds of the Credit Loans, the Mortgage Loans or the Lessor Advances will be used by it to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulations T, U, or X of the Board of Governors of the Federal Reserve System of the United States; (k) The Lessor is not an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act; and (l) The Property is free and clear of all Lessor Liens attributable to the Lessor.
Appears in 2 contracts
Samples: Participation Agreement (Nvidia Corp), Participation Agreement (Nvidia Corp)
Representations and Warranties of the Lessor. Effective as of each the Closing Date, the date of each Advance and the Rent Commencement Date (except to the extent any representation and warranty is otherwise specifically limited to one or more specific dates)hereunder, the Lessor represents and warrants to the Purchasers and each of the other parties hereto thatas follows:
(a) It is a Delaware corporation duly organized, validly existing and in good standing in the State of Delaware and the jurisdiction in which the Property is located and has the power and authority to enter into and perform its obligations under each of the Operative Agreements to which it is or will be a party and each other agreement, instrument and document to be executed and delivered by it on or before the Closing Date and each other Closing Date in connection with or as contemplated by each such Operative Agreement to which it is, or as the case may be, will be a party;
(b) The execution, delivery and performance of each the Operative Agreement to which it is or will be a party has been duly authorized by all necessary action on its part and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by it with any of the terms and provisions thereof (i) does or will require any approval or consent of any holder of any of its indebtedness or obligations or any other consent or approval by any Person that has not previously been obtained, (ii) does or will contravene any Legal Requirement, (iii) does or will contravene or result in any breach of or constitute any default under, or result in the creation of any lien upon any of its property (except for the Liens created expressly pursuant to the Security Documents) under (A) its articles of organization or other formation documents or (B) any other agreement or instrument Documents to which it is a property or by party and the sale of the Notes have been duly authorized, and, when executed and delivered, the Notes and other Operative Documents to which it or its properties is a party will constitute legal, valid and binding obligations of it, enforceable against it in accordance with their respective terms, except as such enforceability may be bound or affectedlimited by applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by general principles of equity;
(b) it has received all necessary governmental approvals and authorizations that presently are required for it to sell the Notes and execute, deliver and perform its obligations under the Operative Documents to which it is a party;
(c) This Agreement and the other Operative Agreements to which it is or, as the case may be, will be a party, have been or on or before the applicable Closing Date, will be, duly executed and delivered by the Lessor and constitute, or upon execution and delivery will constitute, a legal, valid and binding obligation enforceable against the Lessor in accordance with the terms thereof, subject to bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether considered in a proceeding at law or in equity)[reserved];
(d) There is there are no action proceedings or proceeding actions pending or, to its knowledge, threatened against or affecting it in any court or before any Governmental Authority;
(e) the sale of the Notes and the execution and delivery by it of the Notes and all other Operative Documents to which it is or will be a party before any Governmental Authority that, if adversely determined, would materially and adversely affect its ability to perform performance by it of all of its obligations under thereunder (i) are within its rights, powers and authority and (ii) do not and will not violate any Applicable Laws and Regulations (as any of the Operative Agreements same may be applicable or applied to it) and do not and will not conflict with, or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, its corporate charter or laws or any material indenture, mortgage, conditional sale, loan or credit agreement or other instrument or agreement to which it is a party or would question the validity or enforceability of any of the Operative Agreements to by which it is or will become a party;
(e) It has not assumed or transferred any of its right, title property or interest in assets are bound or under the Agency Agreement, the Lease or its interest result in the Property imposition of any Lien on it or any portion thereof, of its property or assets except in accordance with the Lien of the Security Documents or any other Lien permitted by the Operative AgreementsDocuments;
(f) No Lease Default there is no event that with the giving of notice, passage of time or Lease both would constitute an Event of Default has occurred and is continuingattributable to it;
(g) Except as otherwise expressly contemplated by the Operative Agreements, the proceeds it maintains an office for administration of the Credit LoansTrust Estate in Hartford, the Mortgage Loans and the Lessor Advances shall not be applied by the Lessor for any purpose other than Property Acquisition Costs, costs incurred to permit the acquisition, testing, engineering, installation, development, construction, modification, design, and renovation, as applicable, of the Property (or components thereof) in accordance with the terms of the Agency Agreement and the other Operative Agreements (including construction of the Improvements and acquisition and installation of the Equipment), in each case, which accrue prior to the Rent Commencement DateConnecticut;
(h) Neither the Trust Estate is free and clear of all Lessor nor Liens attributable to it;
(i) the Trust is a validly formed common law trust under the laws of the State of Connecticut;
(j) it has not retained, employed or authorized any Person authorized by the Lessor broker, finder or accounting, financial engineering, appraisal, or other third party advisor whose fees are not Transaction Costs to act on its behalf in connection with the consummation of the transactions contemplated by the Operative Documents;
(k) it has offered, acquired its beneficial interest in the Credit Notes, Trust and the Mortgage Notes or Trust Estate for its own account for investment and not with a present view to any other security relating to the Property, or any security the offering of which for the purposes distribution (as such term is used in Section 2(11) of the Securities Act) thereof, and if in the future it should decide to dispose of its interest in the Trust and the Trust Estate, it understands that it may do so only in compliance with the Securities Act would be deemed to be part and the rules and regulations of the same offering as SEC thereunder and any applicable state securities laws; provided, however, subject to the offering provisions of Article VII hereof and the Trust Agreement, the disposition of the aforementioned Owner Participant's interest in the Trust or the Trust Estate shall be at all times in the Owner Participant's control. Except as contemplated by the Operative Documents, it has not directly or indirectly offered any interest in the Properties, the Trust Estate, the Lease, the Note, the Lessor or any similar securities of the Lessee or the Lessor for sale to, or solicited any offer to acquire any of the same from, any Person, other than in the case of the Credit Notes, the Credit Lenders; and in the case of the Mortgage Notes, the Mortgage Lenders, and neither the Lessor nor has it authorized any Person authorized by the Lessor to act on its behalf will to take any action which would subject, as a direct result of such action alone, the issuance or sale of any of the aforementioned securities to the provisions of Section 5 of the Securities Act or require the qualification of any Operative Agreement under the Trust Indenture Act of 1939, as amendedaction;
(il) it is a "United States Person" as defined in Section 7701(a)(30) of the Code; and
(m) the name of the Lessor for purposes of filing any financing or continuation statement under Article 9 of the UCC is "AFRT 1997-D Trust". The location of the Lessor for the purpose of filing any financing or continuation statement under Article 9 of the UCC is the State of Delaware, and the Lessor’s principal place of business, chief executive office and office where the documents, accounts and records relating to the transactions contemplated by this Agreement and each other Operative Agreement are kept are located at 000 Xxxxx Xxxxx Xxxxxx, Charlotte, NC 28202;
(j) Ohio. The Lessor is not engaged principally in, and does not have as one (1) of its important activities, the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulation U organizational identification number of the Board of Governors Lessor required for any filing under Article 9 of the Federal Reserve System of the United States), and no part of the proceeds of the Credit Loans, the Mortgage Loans or the Lessor Advances will be used by it to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or UCC is inconsistent with, the provisions of Regulations T, U, or X of the Board of Governors of the Federal Reserve System of the United States;
(k) The Lessor is not an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act; and
(l) The Property is free and clear of all Lessor Liens attributable to the Lessor.. -------
Appears in 1 contract
Samples: Participation Agreement (American Financial Realty Trust)
Representations and Warranties of the Lessor. Effective as of each Closing Date, the date of each Advance and the Rent Commencement Date (except to the extent any representation and warranty is otherwise specifically limited to one or more specific dates), the The Lessor hereby represents and warrants to each of the other parties hereto to the Participation Agreement, in relation to itself, as of the Borrowing Date (and each representation and warranty shall survive the Borrowing Date), that:
(a) It is a Delaware corporation duly organized, validly existing Each of its representations and warranties set forth in good standing in the State of Delaware and the jurisdiction in which the Property is located and has the power and authority to enter into and perform its obligations under each Section 9 of the Operative Agreements Participation Agreement is true and correct as of the Borrowing Date with reference to which it is or will facts and other circumstances prevailing as of the Borrowing Date and on the basis that all references therein to the Signing Date shall be a party and each other agreement, instrument and document deemed to be executed and delivered by it on or before references to the Closing Date and each other Closing Date in connection with or as contemplated by each such Operative Agreement to which it is, or as the case may be, will be a party;Borrowing Date.
(b) The execution, delivery and performance of each Operative Agreement to which it is or will be a party It has been duly authorized by all necessary action on its part and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by it with any of the terms and provisions thereof (i) does or will require any approval or consent of any holder of any of its indebtedness or obligations or any other consent or approval by any Person that has not previously been obtained, (ii) does or will contravene any Legal Requirement, (iii) does or will contravene or result in any breach of or constitute any default under, or result in the creation of any lien upon any of its property (except for the Liens created expressly pursuant such title to the Security DocumentsAircraft as was conveyed to it by the [Manufacturer / Bridge Owner](15) under (A) its articles of organization or other formation documents or (B) on the date hereof free from any other agreement or instrument to which it is a property or by which it or its properties may be bound or affected;Lessor Liens.
(c) This Agreement and the other Operative Agreements to which it is orIt has not conveyed, as the case may betransferred, will be a partypledged, have been or on or before the applicable Closing Date, will be, duly executed and delivered by the Lessor and constitutemortgaged, or upon execution and delivery will constitute, a legal, valid and binding obligation enforceable against otherwise disposed of title to or any interest in any Aircraft or any Operative Document or any of its other properties or subjected any Aircraft or any Operative Document or any interest therein or any of its other properties to any Lien other than (in any case) as expressly permitted under the Lessor in accordance with the terms thereof, subject to bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether considered in a proceeding at law or in equity);Operative Documents.
(d) There is It has not taken, and agrees for the benefit of the Secured Parties and GFC that it will not take, any action to terminate the Lease for the Aircraft without the consent of the Instructing Group.
(e) Under the Applicable Laws of any Relevant Jurisdiction relating to it, or any political subdivision or taxing authority thereof, there exists no action Tax, levy, deduction, charge or proceeding pending or, to its knowledge, threatened to which it is withholding on or will be a party before any Governmental Authority that, if adversely determined, would materially and adversely affect its ability to perform its obligations under in connection with the execution or delivery of the Operative Agreements Documents relating to the Aircraft to which it is a party or would question any other document to be furnished thereunder or on any payment to be made to the validity Lenders, the Facility Agent, the Security Trustee or enforceability of any of the Ex-Im Bank under such Operative Agreements to which it is or will become a party;Documents, other than Local Taxes.
(ef) It has not assumed paid or transferred agreed to pay and covenants that it will not pay or agree to pay to any of its rightperson any commission, title fee or interest other payment in or under the Agency Agreement, the Lease or its interest in the Property or any portion thereof, except in accordance with the Operative Agreements;
(f) No Lease Default or Lease Event of Default has occurred and is continuing;
(g) Except as otherwise expressly contemplated by the Operative Agreements, the proceeds of the Credit Loans, the Mortgage Loans and the Lessor Advances shall not be applied by the Lessor for any purpose other than Property Acquisition Costs, costs incurred to permit the acquisition, testing, engineering, installation, development, construction, modification, design, and renovation, as applicable, of the Property (or components thereof) in accordance with the terms of the Agency Agreement and the other Operative Agreements (including construction of the Improvements and acquisition and installation of the Equipment), in each case, which accrue prior to the Rent Commencement Date;
(h) Neither the Lessor nor any Person authorized by the Lessor to act on its behalf has offered, the Credit Notes, the Mortgage Notes or any other security relating to the Property, or any security the offering of which for the purposes of the Securities Act would be deemed to be part of the same offering as the offering of the aforementioned securities to, or solicited any offer to acquire any of the same from, any Person, other than in the case of the Credit Notes, the Credit Lenders; and in the case of the Mortgage Notes, the Mortgage Lenders, and neither the Lessor nor any Person authorized by the Lessor to act on its behalf will take any action which would subject, as a direct result of such action alone, the issuance or sale of any of the aforementioned securities to the provisions of Section 5 of the Securities Act or require the qualification of any Operative Agreement under the Trust Indenture Act of 1939, as amended;
(i) The location of the Lessor for purpose of the UCC is the State of Delaware, and the Lessor’s principal place of business, chief executive office and office where the documents, accounts and records relating to the transactions contemplated by this Agreement and each other Operative Agreement are kept are located at 000 Xxxxx Xxxxx Xxxxxx, Charlotte, NC 28202;
(j) The Lessor is not engaged principally in, and does not have as one (1) of its important activities, the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United States), and no part of the proceeds of the Credit Loans, the Mortgage Loans or the Lessor Advances will be used by it to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent connection with, the provisions of Regulations T, U, or X of the Board of Governors of the Federal Reserve System of the United States;
(k) The Lessor is not an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act; and
(l) The Property is free and clear of all Lessor Liens attributable to the Lessor.
Appears in 1 contract
Samples: Participation Agreement (Gatx Corp)
Representations and Warranties of the Lessor. Effective as of each Closing Date, the date of each Advance and the Rent Commencement Date (except to the extent any representation and warranty is otherwise specifically limited to one or more specific dates), the The Lessor represents and warrants to each of the other parties hereto that:that as of each Closing Date (except to the extent any such representation or warranty relates to an earlier date):
(a) It is a Delaware corporation duly organized, organized and validly existing and in good standing in under the laws of the State of Delaware North Carolina, is qualified to do business in each jurisdiction necessary to permit the Lessor to own and lease the jurisdiction in which Properties and perform its obligations under the Property is located Operative Agreements and has the power and authority to enter into and perform its obligations under each of the Operative Agreements to which it is or will be a party and each other agreement, instrument and document to be executed and delivered by it on or before the Closing Date and each other such Closing Date in connection with or as contemplated by each such Operative Agreement to which it is, the Lessor is or as the case may be, will be a party, and is a multi-purpose, Wholly-Owned Entity of Wachovia Corporation;
(b) The execution, delivery and performance of each Operative Agreement to which it is or will be a party are within the corporate powers of the Lessor, has been duly authorized by all necessary action on its part part, have been duly executed and delivered, and neither the execution and delivery thereof, nor the consummation of the transactions contemplated thereby, nor compliance by it with any of the terms and provisions thereof (i) does or will require any approval or consent of any holder trustee or holders of any of its indebtedness or obligations or any other consent or approval by any Person that has not previously been obtained, (ii) does or will contravene any Legal RequirementRequirement applicable to Lessor, (iii) does or will contravene or result in any breach of or constitute any default under, or result in the creation of any lien Lien upon the Properties (except as described in the Operative Agreements) or any of its other property (except for the Liens created expressly pursuant to the Security Documents) under under, (A) its articles of organization charter or other formation documents by-laws, or (B) any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement or other agreement or instrument to which it is a property party or by which it or its properties may be bound or affected;
, which contravention, breach, default or Lien under clause (cB) This Agreement could reasonably be expected to materially and adversely affect its ability to perform its obligations under the other Operative Agreements to which it is or, as a party or would question the case may be, validity or enforceability of any of the Operative Agreements to which it is or will become a party or (iv) does or will require any Governmental Action by any Governmental Authority;
(c) Each Operative Agreement to which the Lessor is or will be a partyparty has been, have been or on or before the applicable such Closing Date, Date will be, duly executed and delivered by the Lessor, and each Operative Agreement to which the Lessor and constituteis a party constitutes, or upon execution and delivery will constitute, a legal, valid and binding obligation enforceable against the Lessor in accordance with the terms thereof, subject to bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether considered in a proceeding at law or in equity);
(d) There is no action or proceeding pending or, to its knowledge, threatened to which it is or will be a party before any Governmental Authority that, if adversely determined, would materially and adversely affect its ability to perform its obligations under the Operative Agreements to which it is a party or would question the validity or enforceability of any of the Operative Agreements to which it is or will become a party;
(e) It The Lessor has not assumed assigned or transferred any of its right, title or interest in or under the Agency Agreement, the Lease or its interest in the any Property or any portion thereof, except in accordance with the Operative Agreements;
(f) No Lease Default or Lease Event of Default under the Operative Agreements attributable to it has occurred and is continuing;
(g) Except as otherwise expressly contemplated by in the Operative Agreements, the proceeds of the Credit Loans, the Mortgage Loans and the Lessor Advances Advance shall not be applied by the Lessor for any purpose other than Property Acquisition Costs, costs incurred to permit the acquisition, testing, engineering, installation, development, construction, modification, design, and renovation, as applicable, purchase and/or lease of the Property (Properties or components thereofto pay Transaction Expenses, fees, expenses and other disbursements payable by the Lessor under Section 7.1(a) in accordance with the terms of the Agency Agreement and the other Operative Agreements (including construction of the Improvements and acquisition and installation of the Equipment), in each case, which accrue prior to the Rent Commencement Datethis Agreement;
(h) Neither the Lessor nor any Person authorized by the Lessor to act on its behalf has offered, offered or sold any interest in the Credit Lessor's Interest or the Notes, the Mortgage Notes or in any other similar security relating to the PropertyProperties, or in any security the offering of which for the purposes of the Securities Act would be deemed to be part of the same offering as the offering of the aforementioned securities to, or solicited any offer to acquire any of the same from, any PersonPerson other than, other than in the case of the Credit Notes, the Credit Lenders; Agent and in the case of the Mortgage Notes, the Mortgage Lenders, Lenders and neither the Lessor nor any Person authorized by the Lessor to act on its behalf will take any action which would subject, as a direct result of such action alone, the issuance or sale of any of interest in the aforementioned securities Lessor's Interest or the Notes to the provisions of Section 5 of the Securities Act or require the qualification of any Operative Agreement under the Trust Indenture Act of 1939, as amended;
(i) The location of the Lessor for purpose purposes of the UCC is the State of Delaware, and the North Carolina. The Lessor’s 's principal place of business, chief executive office and office where the documents, accounts and records relating to the transactions contemplated by this Agreement and each other Operative Agreement are kept are located at 000 One Wachovia Center, 301 South College Street, Chxxxxxxx, Xxxxx Xxxxx Xxxxxx, Charlotte, NC 28202Xxxxxxxx 00000;
(j) The Lessor is not engaged principally in, and does not have as one (1) of its important activities, the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United StatesU), and no part of the proceeds of the Credit Loans, the Mortgage Loans or the Lessor Advances Advance will be used by it to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulations T, U, or X of the Board of Governors of the Federal Reserve System of the United StatesX;
(k) The Lessor is not an “"investment company” " or a company controlled by an “"investment company” " within the meaning of the Investment Company Act; and;
(l) The Each Property and the Collateral in which Lessor has any right, title or interest is free and clear of all Lessor Liens attributable to the Lessor;
(m) [Reserved].
(n) The Lessor's true legal name as registered in the jurisdiction of its organization is "Wachovia Development Corporation" and its Federal Employer Identification Number is 56-1610288. During the five (5) yexx xeriod immediately prior to the Initial Closing Date, the true legal name of the Lessor has not been other than "Wachovia Development Corporation" or "First Union Development Corporation". The Lessor does not use, or transact and has not used, or transacted within the five (5) years immediately prior to the Initial Closing Date any business under, any trade name other than its current or prior legal name referenced in the preceding sentence; and
(o) The Lessor has filed all tax returns and all other material reports that are required under applicable Law to be filed by it and has paid all taxes or other charges of any Governmental Authority due pursuant to such returns or other reports, except for any taxes or other charges that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside on the books and records of the Lessor.
Appears in 1 contract
Samples: Participation Agreement (Cypress Semiconductor Corp /De/)
