Representations and Warranties of the Owner. The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:
Representations and Warranties of the Owner. As of the date hereof and on each date on which a Mortgage Loan Package becomes subject to the terms of this Agreement, the Owner warrants and represents to, and covenants and agrees with, the Servicer as follows:
Representations and Warranties of the Owner. With respect to the Mortgage Loans, the Owner hereby makes to the Servicer as of the Cut-off Date each of the representations and warranties set forth below:
(a) The Owner has all requisite corporate or organizational power, authority and capacity, to carry on its business as it is now being conducted, to execute and deliver this Agreement, and to perform all of its obligations hereunder. The Owner does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement.
(b) The execution, delivery and performance of this Agreement by the Owner and the consummation of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate, shareholder or other action; this Agreement has been duly and validly executed and delivered by the Owner, and is a valid and legally binding agreement of the Owner enforceable against the Owner in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting generally the enforcement of creditor’s rights and the discretion of a court to grant specific performance of contracts. Any requisite consents or approvals of third parties (including Investors and any other applicable regulatory authorities) to the execution and delivery of this Agreement or the performance of the transactions contemplated hereby by the Owner have been obtained or will be obtained prior to the Cut-off Date or such other date as expressly provided herein.
Representations and Warranties of the Owner. (a) The Owner understands that the Covered Securities have not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities acts or laws of any state in reliance upon exemptions under those acts, and that the Covered Securities must be held indefinitely unless the transfer thereof is subsequently registered under the Securities Act or unless an exemption from registration is available.
(b) The Owner acknowledges that the certificates evidencing the Covered Securities shall be endorsed with a legend, in addition to any other legends required by this Agreement or any other agreement to which the Covered Securities are subject, substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A PURCHASE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.
(c) The Owner understands and agrees that neither the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Covered Securities if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.
(d) The Owner is an individual with the legal capacity, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his obligations hereunder, and the execution, delivery and performance by the Owner of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Owner. This Agreement, when executed and delivered by the Owner, will constitute a valid and legally binding obligation of the Owner, enforceable against the Owner in accordance with its terms.
(e) The Owner is the sole owner of the Warrant free and clear of any liens, security interests, pledges or encumbrances of any kind, and no liens, security interests, pledges or encumbrances of any kind are contemplated as of the date hereof.
(f) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other person, spousal or otherwise, is required for the valid authorization, execution, delivery and performance by the Owner of this Agreement.
Representations and Warranties of the Owner.
(a) If the Owner is a corporation, the Owner provides the representations and warranties set out in with section 1.1 of Annexure E.
(b) If the Owner is a trust, the Owner provides the representations and warranties set out in section 2.1 of Annexure E.
(c) If the Owner is a managed investment scheme, the Owner provides the representations and warranties set out in section 3.1 of Annexure E.
(d) If the Owner is a partnership, the Owner provides the representations and warranties set out in section 4.1 of Annexure E.
(e) If the Owner is an individual, the Owner provides the representations and warranties set out in section 5.1 of Annexure E.
Representations and Warranties of the Owner. 2 Section 3.01 Organization, Power and Status of the Owner................... 2
Representations and Warranties of the Owner. The Owner hereby . represents and warrants to the Vendor as follows:
Representations and Warranties of the Owner. The Owner hereby represents and warrants to the Indenture Trustee as follows:
Representations and Warranties of the Owner. The Owner represents and warrants that:
(a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and
(b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and
(c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms; and
(d) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and
(e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and
(f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and
(g) (benefit): it benefits by entering into the Transaction Documents to which it is a party; and
(h) (bankruptcy): it is not bankrupt; and
(i) (not a trustee): unless stated in Item 9 of the Reference Table, it does not enter into any Transaction Document to which it is a party as trustee; and
(j) (no immunity): it does not have immunity from the jurisdiction of a court or from legal process; and
(k) (non-residential purposes): the Building is an existing building in the City of Xxxx that is used entirely or predominantly for non-residential purposes; and
(l) (efficiency or sustainability): the Project will improve the energy, water or environmental efficiency or sustainability of the Building; and
(m) (Existing Tenants):
(i) each Existing Tenant who is or would be liable to pay for all or part of the Environmental Upgrade Charge levied under this agreement consents to the application of the Environmental Upgrade Charge and agrees to pay the Owner an agreed amount of the Environmental Upgrade Charge; and
(ii) a copy of each consent and agreement of each Existing Tenant referred to in section 5.1(m)(i) above is contained in Annexure F; and
(iii) other than each Existing Tenant wh...
Representations and Warranties of the Owner. The Owner represents and warrants to Contractor that:
(a) The Owner is a public school district, duly organized and existing under the Constitution and laws of the State of California with authority to enter into and perform all of its obligations under this Sublease.
(b) The Owner’s governing body has duly authorized the execution and delivery of this Sublease and further represents and warrants that all requirements have been met and procedures followed to ensure its enforceability.
(c) The execution, delivery, and performance of this Sublease do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement, or instrument to which the Owner is a party by which it or its property is bound.
(d) There is no pending or, to the knowledge of the Owner, threatened action, or proceeding before any court or administrative agency that will materially adversely affect the ability of the Owner to perform its obligations under this Sublease.
(e) The Project and the Site are essential to the Owner in the performance of its governmental functions and their estimated useful life to the Owner exceeds the term of this Sublease.
(f) The Owner shall take such action as may be necessary to include all Sublease payments in its annual budget and annually to appropriate an amount necessary to make such Sublease payments.
(g) The Owner shall not abandon the Site for the use for which it is currently required by the Owner and, to the extent permitted by law, the Owner shall not seek to substitute or acquire property to be used as a substitute for the use for which the Site is maintained under the Sublease.
(h) Except as may be permitted under federal or state laws, the Owner shall not allow any hazardous materials or substances to be used or stored on, under, or about the Site.
