Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants to the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, TILC, TRMI and the Lessee that, as of the date hereof:
(a) the Owner Participant is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware and has full limited partnership power and authority to carry on its business as now conducted;
(b) the Owner Participant has the requisite limited partnership power and authority to execute, deliver and perform its obligations under the Owner Participant Agreements, and the execution, delivery and performance by it thereof do not and will not contravene any law or regulation, or any order of any court or governmental authority or agency applicable to or binding on the Owner Participant or any of its properties, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien (other than such as are created by the Operative Agreements) upon the Equipment under, its Certificate of Limited Partnership, limited partnership agreement or any indenture, mortgage, contract or other agreement or instrument to which the Owner Participant is a party or by which it or any of its properties may be bound or affected;
(c) the Owner Participant Agreements have been duly authorized by all necessary actions on the part of the Owner Participant and its general partner, do not require any approval not already obtained of the partners of the Owner Participant or any approval or consent not already obtained of any trustee or holders of indebtedness or obligations of the Owner Participant, have been, or on or before the Closing Date will be, duly executed and delivered by the general partner of the Owner Participant in its capacity as general partner of the Owner Participant and Participation Agreement (TRLI 2001-1C) (assuming the due authorization, execution and delivery by each other party thereto) constitute, or will constitute, the legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity;
(d) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery or...
Representations and Warranties of the Owner Participant. On the Closing Date, the representations and warranties of the Owner Participant contained in Section 3.4(e) and Section 3.5 hereof shall be true and correct 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 Lessee, TILC, TRLTII, the Indenture Trustee, the Policy Provider and the Pass Through Trustee shall have received an Officer's Certificate to such effect dated such date from the Owner Participant, and the Owner Participant shall have performed and complied with all agreements and conditions herein contained which are required to be performed or complied with by the Owner Participant on or before said date.
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants that as of the date of execution and delivery hereof and as of the Closing Date: Due Organization. The Owner Participant is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to enter into and perform its obligations under this Agreement, the LLC Agreement and the Tax Indemnity Agreement. The Owner Participant is a direct wholly owned subsidiary of Newcourt Capital USA Inc. Due Authorization, Enforceability; etc. This Agreement, the LLC Agreement and the Tax Indemnity Agreement have been or when executed and delivered will be duly authorized, executed and delivered by the Owner Participant and assuming the due authorization, execution and delivery by each other party thereto, this Agreement, the LLC Agreement, the Tax Indemnity Agreement and any other Operative Document to which the Owner Participant is or will be a party constitute or when executed and delivered will constitute the legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants that as of the date of execution and delivery hereof and as of the Closing Date:
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants that, as of the Plan Effective Date:
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants to each of the other parties hereto that:
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants that, as of the Closing Date:
(a) the Owner Participant is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Agreement, the Trust Agreement, the Tax Indemnity Agreement and the Operating Agency Agreement;
(b) this Agreement, the Trust Agreement and the Tax Indemnity Agreement have been duly authorized, executed and delivered by the Owner Participant and assuming the due authorization, execution and delivery by each other party thereto, constitute the legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity;
(c) the execution and delivery by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement and the Operating Agency Agreement, the consummation by the Owner Participant of the transactions contemplated hereby and thereby, and compliance by the Owner Participant with the terms and provisions hereof and thereof, do not and will not contravene any federal or Delaware Applicable Law binding on the Owner Participant, or its articles of incorporation or by-laws, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien (other than any Lien created under any Operative Document) upon the Trust Estate under any indenture, mortgage or other material contract, agreement or instrument to which the Owner Participant is a party or by which the Owner Participant or its property is bound (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 2 or the Clover Real Estate);
(d) no authorization or approval or other action by, and no notice to or filing with, any federal or Delaware Governmental Entity is required for the due execution, delivery or performance by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement or the Operating Agency Agreement, other than any authorization or approval or other action or notice or filing as has been duly obtained, taken or given other than the fil...
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants that, as of the Closing Date and giving effect to the transactions contemplated by the Purchase Agreement:
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants as follows:
Representations and Warranties of the Owner Participant. The representations and warranties of the Owner Participant set forth in Section 7(a) shall be true and correct on and as of the Refunding Date with the same effect as though made on and as of the Refunding Date (with all references to the closing Date in such representations and warranties being changed to references to the Refunding Date), and the Loan Participant shall have received a certificate of the Owner Participant, dated the Refunding Date, to such effect.
