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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this Agreement; (e) the Trust Estate is free and clear of any Lessor's Lien attributable to the Owner Participant; (f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which would materially adversely affect the Owner Participant's ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreement; (g) as of the Closing Date, the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" laws; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC contemplates filing, or is legally required to file, any such registration statement. Notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Act; (h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C) (i) no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and the Owner Participant agrees that it will hold TILC, TRMI, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction.
Appears in 3 contracts
Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants to the Trust, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRMI TRLTII, Trinity and the Lessee that, as of the date hereof:
(a) the Owner Participant is a limited partnership an Ohio corporation duly formed, validly existing and in good standing under the laws of the State of Delaware Ohio and has full limited partnership corporate power and authority to carry on its business as now conducted;
(b) the Owner Participant has the requisite limited partnership corporate 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 underunder or breach of, or result in the creation or imposition of any Lien (other than such as are created by the Operative AgreementsLien granted to the Indenture Trustee under and pursuant to the Indenture) upon the Equipment Equipment, Subleases or any other portion of the Trust Estate under, its Certificate certificate of Limited Partnershipincorporation, limited partnership agreement bylaws 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 partnerParticipant, 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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(e) the Trust Estate is free and clear of any Lessor's Lien attributable to the Owner Participant;
(f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which that would reasonably be expected to materially adversely affect the Owner Participant's ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreementany other Operative Agreement to which the Owner Participant is a party;
(g) as of the Closing Date, the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" laws; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI TRLTII nor TILC contemplates filing, or is legally required to file, any such registration statement. Notwithstanding ; notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Act;
(h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2acquire the Beneficial Interest and to pay any Transaction Costs as required under this Agreement, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C)and
(i) except for fees payable to the advisor to the Owner Participant, no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and the Owner Participant agrees that it will hold TILC, TRMITRLTII, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction.
Appears in 3 contracts
Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants to the Owner Trustee, the Indenture Participation Agreement (TRLI 2001-1B) 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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(e) the Trust Estate is free and clear of any Lessor's Lien attributable to the Owner Participant;
(f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which would materially adversely affect the Owner Participation Agreement (TRLI 2001-1B) Participant's ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(g) as of the Closing Date, the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" laws; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC contemplates filing, or is legally required to file, any such registration statement. Notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Act;
(h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C)and
(i) no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and the Owner Participant agrees that it will hold TILC, TRMI, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction.
Appears in 3 contracts
Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants to the Trust, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRMI TRLTII, Trinity and the Lessee that, as of the date hereof:
(a) the Owner Participant is a limited partnership an Ohio corporation duly formed, validly existing and in good standing under the laws of the State of Delaware Ohio and has full limited partnership corporate power and authority to carry on its business as now conducted;
(b) the Owner Participant has the requisite limited partnership corporate 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 underunder or breach of, or result in the creation or imposition of any Lien (other than such as are created by the Operative AgreementsLien granted to the Indenture Trustee under and pursuant to the Indenture) upon the Equipment Equipment, Subleases or any other portion of the Trust Estate under, its Certificate certificate of Limited Partnershipincorporation, limited partnership agreement bylaws 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 partnerParticipant, 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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(e) the Trust Estate is free and clear of any Lessor's Lien attributable to the Owner Participant;
(f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which that would reasonably be expected to materially adversely affect the Owner Participant's ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreementany other Operative Agreement to which the Owner Participant is a party;
(g) as of the Closing Date, the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" laws; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI TRLTII nor TILC contemplates filing, or is legally required to file, any such registration statement. Notwithstanding ; notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Act;
(h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2acquire the Beneficial Interest and to pay any Transaction Costs as required under this Agreement, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C)and
(i) except for fees payable to Dexia Global Structured Finance, LLC, no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and the Owner Participant agrees that it will hold TILC, TRMITRLTII, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction.
Appears in 3 contracts
Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants to the Trust, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRMI TRLTII, Trinity and the Lessee that, as of the date hereof:
(a) the Owner Participant is a Texas limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware Texas and has full limited partnership corporate power and authority to carry on its business as now conducted;
(b) the Owner Participant has the requisite limited partnership corporate 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 underunder or breach of, or result in the creation or imposition of any Lien (other than such as are created by the Operative AgreementsLien granted to the Indenture Trustee under and pursuant to the Indenture) upon the Equipment Equipment, Subleases or any other portion of the Trust Estate under, its Certificate certificate of Limited Partnershipincorporation, limited partnership agreement bylaws 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 partnerParticipant, 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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(e) the Trust Estate is free and clear of any Lessor's Lien attributable to the Owner Participant;
(f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which that would reasonably be expected to materially adversely affect the Owner Participant's ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreementany other Operative Agreement to which the Owner Participant is a party;
(g) as of the Closing Date, the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" laws; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI TRLTII nor TILC contemplates filing, or is legally required to file, any such registration statement. Notwithstanding ; notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Act;
(h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2acquire the Beneficial Interest and to pay any Transaction Costs as required under this Agreement, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C)and
(i) no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and the Owner Participant agrees that it will hold TILC, TRMITRLTII, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction.
Appears in 3 contracts
Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants to the Trust, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, the Policy Provider, TILC, TRMI TRLTII, Trinity and the Lessee that, as of the date hereof:
(a) the Owner Participant is a limited partnership California corporation duly formed, validly existing and in good standing under the laws of the State of Delaware California and has full limited partnership corporate power and authority to carry on its business as now conducted;
(b) the Owner Participant has the requisite limited partnership corporate 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 underunder or breach of, or result in the creation or imposition of any Lien (other than such as are created by the Operative AgreementsLien granted to the Indenture Trustee under and pursuant to the Indenture) upon the Equipment Equipment, Subleases or any other portion of the Trust Estate under, its Certificate certificate of Limited Partnershipincorporation, limited partnership agreement bylaws 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 partnerParticipant, 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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(e) the Trust Estate is free and clear of any Lessor's Lien attributable to the Owner Participant;
(f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which that would reasonably be expected to materially adversely affect the Owner Participant's ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreementany other Operative Agreement to which the Owner Participant is a party;
(g) as of the Closing Date, the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" laws; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI TRLTII nor TILC contemplates filing, or is legally required to file, any such registration statement. Notwithstanding ; notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Act;
(h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2acquire the Beneficial Interest and to pay any Transaction Costs as required under this Agreement, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C)and
(i) except for fees payable to Dexia Global Structured Finance, LLC, no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and the Owner Participant agrees that it will hold TILC, TRMITRLTII, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction.
Appears in 3 contracts
Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)
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:: Participation Agreement (TRLI 2001-1A) 27
(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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(e) the Trust Estate is free and clear of any Lessor's Lien attributable to the Owner Participant;
(f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which would materially adversely affect the Owner Participation Agreement (TRLI 2001-1A) 28 Participant's ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(g) as of the Closing Date, the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" laws; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC contemplates filing, or is legally required to file, any such registration statement. Notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Act;
(h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C)and
(i) no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and the Owner Participant agrees that it will hold TILC, TRMI, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction.
Appears in 2 contracts
Samples: Participation Agreement (Trinity Industries Inc), Participation Agreement (Trinity Industries Inc)
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 Trustees and the Lessee that, as of the date hereof:
(a) the Owner Participant is a limited partnership corporation duly formedorganized, validly existing and in good standing under the laws of the State of Delaware ______________ and has full limited partnership corporate 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 enter into the Owner Participant Agreements and to perform its obligations under the Owner Participant Agreementsthereunder, 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 certificate of Limited Partnership, limited partnership agreement incorporation or by-laws 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 property is bound or affected;
(c) the Owner Participant Agreements have been duly authorized by all necessary actions corporate action on the part of the Owner Participant and its general partnerParticipant, do not require any approval not already obtained of the partners stockholders 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;already
(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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this AgreementOwner Participant Agreements;
(e) the Trust Estate is free and clear of any Lessor's Lien Liens attributable to the Owner Participant;
(f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which would materially adversely affect the Owner Participant's financial condition or its ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(g) as of the Initial Closing Date, Date the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" lawsAct; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, Trustee nor the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC Lessee contemplates filing, or is legally required to file, any such registration statement. Notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Actstatement with respect thereto;
(h) with respect to the source of the amount to be invested advanced by the Owner Participant pursuant to Section 2.2, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C);
(i) no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and ;
(j) the Owner Participant agrees that it will hold TILC, TRMI, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for brokerParticipant's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant net worth exceeds US$75,000,000 determined in connection accordance with this transactiongenerally accepted accounting principles.
Appears in 1 contract
Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants to the Bank, the Owner Trustee, the Indenture Trustee, the Pass Through Trustee, TILC, TRMI Trustee and the Lessee that, as of the date hereof:
(a) the Owner Participant is a limited partnership corporation duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has full limited partnership corporate 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 enter into the Owner Participant Agreements and to perform its obligations under the Owner Participant Agreementsthereunder, 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 certificate of Limited Partnership, limited partnership agreement incorporation or by-laws 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 property is bound or affected;
(c) the Owner Participant Agreements have been duly authorized by all necessary actions corporate action on the part of the Owner Participant and its general partnerParticipant, do not require any approval not already obtained of the partners stockholders 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 at the Closing Date time of execution 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, constitute the legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, 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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this AgreementOwner Participant Agreements;
(e) the Trust Estate is free and clear of any Lessor's Lien Liens attributable to the Owner Participant;
(f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which would materially adversely affect the Owner Participant's financial condition or its ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(g) as of the Initial Closing Date, Date the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" lawsAct; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, Trustee nor the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC Lessee contemplates filing, or is legally required to file, any such registration statement. Notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Actstatement with respect thereto;
(h) with respect to the source of the amount to be invested advanced by the Owner Participant pursuant to Section 2.2, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C);
(i) no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and ;
(j) the Owner Participant agrees that it will hold TILC, TRMI, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for brokerParticipant's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant net worth exceeds US$75,000,000 determined in connection accordance with this transactiongenerally accepted accounting principles.
Appears in 1 contract
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 Trustees and the Lessee that, as of the date hereof:
(a) the Owner Participant is a limited partnership national banking association duly formedorganized, validly existing and in good standing under the laws of the State United States of Delaware America and has full limited partnership power corporate power, authority and authority legal right to carry on its business as now conducted;
(b) the Owner Participant has the requisite limited partnership corporate power and authority to execute, deliver enter into the Owner Participant Agreements and to perform its obligations under the Owner Participant Agreementsthereunder, 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 charter documents or by-laws 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 property is bound or affected;
(c) the Owner Participant Agreements have been duly authorized by all necessary corporate actions on the part of the Owner Participant and its general partnerParticipant, do not require any approval not already obtained of the partners shareholders 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, been 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, 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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(e) the Trust Estate is free and clear of any Lessor's Lien Liens attributable to the Owner Participant;
(f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which would materially adversely affect the Owner Participant's financial condition or its ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(g) as of the Closing Date, Date the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities ActAct of 1933, as amended, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" lawsof 1933, as amended; provided, however, that -------- ------- subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities ActAct of 1933, as amended, and that neither the Owner Participant, Trustee nor the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC Lessee contemplates filing, or is legally required to file, any such registration statement. Notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Act;
(h) with respect to the source of the amount to be invested advanced by the Owner Participant pursuant to Section 2.2, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C)and
(i) no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner ParticipantParticipant except for the fees of D'Accord Financial Services, Inc., which will be paid by the Owner Participant and the Owner Participant agrees that it will hold TILC, TRMI, the Lessee, the Indenture Trustee, the Loan Participant Trustee and the Owner Trustee Lessor harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction.
Appears in 1 contract
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 hereofClosing Date:
(a) the Owner Participant is a limited partnership corporation duly formedorganized, validly existing and in good standing under the laws of the State of Delaware and has full limited partnership the corporate power and authority to carry on conduct its business as now presently conducted, to own or hold under lease its properties and enter into and perform its obligations under this Agreement, the Trust Agreement and the Tax Indemnity Agreement;
(b) this Agreement, the Owner Participant has the requisite limited partnership power and authority to execute, deliver and perform its obligations under the Owner Participant Agreements, Trust Agreement 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 Tax Indemnity Agreement have been duly authorized by all necessary actions on the part of the Owner Participant and its general partnerauthorized, 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, 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 the same may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar 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 and the Tax Indemnity 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 conflict with any 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 the Facility or the Rocky Mountain Site;
(d) no authorization or approval or other action by, and no notice to or filing or registration with, any governmental authority or regulatory body Governmental Entity is required for the due execution, delivery or performance by the Owner Participant of the Trust this Agreement, the Trust Agreement or the Tax Indemnity Agreement Agreement, other than any authorization or this Agreementapproval or other action or notice or filing as has been duly obtained, taken or given and other than the filing of the Form U-7D with the Securities and Exchange Commission within 30 days after the Closing Date (it being understood that no representation or warranty is being made as to any Applicable Laws relating to the Facility or the Rocky Mountain Site);
(e) the Trust Estate there is free and clear of any Lessor's Lien attributable to the Owner Participant;
(f) there are no pending or, to the knowledge of the Owner Participant's knowledge, threatened actions action, suit, investigation or proceedings proceeding against the Owner Participant before any court or administrative agency which Governmental Entity which, if determined adversely to it, would materially adversely affect the Owner Participant's ability to perform its obligations under this Agreement, the Trust Agreement, Agreement or the Tax Indemnity Agreement or this Agreementwould materially adversely affect the Facility, the Rocky Mountain Site or any interest therein or part thereof or the Lien of the Lender in the Collateral and the Property;
(f) the Trust Estate is free of any Owner Participant's Liens;
(g) as no part of the Closing Datefunds to be used by the Owner Participant to make its investment pursuant to this Agreement, directly or indirectly, constitutes or is deemed to constitute assets (within the meaning of ERISA and any applicable rules, regulations and court decisions thereunder) of any Plan;
(h) the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate require registration under the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with under a registration statement under the Securities Act and any state securities or "blue sky" laws; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC contemplates filing, or is legally required to file, any an exemption from such registration statement. Notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of available under such term under the Securities Act;
(h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C)
(i) no broker's Event of Loss of the type referred to in clause (iv) of the definition of Event of Loss has occurred or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and is continuing;
(j) neither the Owner Participant agrees that nor anyone authorized by it will hold TILC, TRMI, has directly or indirectly offered or sold any interest in the Lessee, the Indenture Trustee, Beneficial Interest or the Loan Participant and or any part thereof, or in any similar security or lease, or in any security or lease the Owner Trustee harmless from 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 Beneficial Interest or the Loan or any claimpart thereof or solicited any offer to acquire any of the same in violation of the registration requirements of Section 5 of the Securities Act; and
(k) immediately prior to the Closing, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transactionis not an "electric utility" or a "public utility" or a "public utility holding company" under the Federal Power Act or the Holding Company Act.
Appears in 1 contract
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 national banking association duly formedorganized, validly existing and in good standing under the laws of the State United States of Delaware America and has full limited partnership the corporate power and authority to carry on enter into and perform its business as now conductedobligations under the Loan Refinancing Documents and the other Operative Documents to which it is a party;
(b) the Owner Participant has the requisite limited partnership power and authority to execute, deliver and perform its obligations under the Owner Participant Agreements, Loan Refinancing Documents 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 Documents to which the Owner Participant it 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 partnerauthorized, 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, 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 the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other similar 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 the Loan Refinancing Documents and the other Operative Documents to which it is a party, the consummation by the Owner Participant of the transactions contemplated thereby, and compliance by the Owner Participant with the terms and provisions thereof, do not and will not contravene any federal or state 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 Loan Refinancing Document or any other 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 1 or the Clover Real Estate);
(d) no authorization or approval or other action by, and no notice to or filing with, any governmental authority federal or regulatory body state Governmental Entity is required for the due execution, delivery or performance by the Owner Participant of the Trust AgreementLoan Refinancing Documents or the other Operative Documents to which it is a party, other than any authorization or approval or other action or notice or filing as has been duly obtained, taken or given (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 1 or the Tax Indemnity Agreement or this AgreementClover Real Estate);
(e) the Trust Estate there is free and clear of any Lessor's Lien attributable to the Owner Participant;
(f) there are no pending or, to the knowledge of the Owner Participant's knowledge, threatened actions action, suit, investigation or proceedings against the Owner Participant before any court or administrative agency which Governmental Entity which, if determined adversely to it, would materially adversely affect the Owner Participant's =s ability to perform its obligations under the Trust Agreement, Loan Refinancing Documents or the Tax Indemnity Agreement or this Agreement;other Operative Documents to which it is a party; and
(gf) as the Trust Estate is free of the Closing Date, the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" laws; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC contemplates filing, or is legally required to file, any such registration statement. Notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Act;
(h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C)
(i) no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and the Owner Participant agrees that it will hold TILC, TRMI, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction’s Liens.
Appears in 1 contract
Samples: Participation Agreement (Old Dominion Electric Cooperative)
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:: Participation Agreement (TRLI 2001-1A)
(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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(e) the Trust Estate is free and clear of any Lessor's Lien attributable to the Owner Participant;
(f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which would materially adversely affect the Owner Participation Agreement (TRLI 2001-1A) 28 Participant's ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(g) as of the Closing Date, the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" laws; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC contemplates filing, or is legally required to file, any such registration statement. Notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Act;
(h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C)and
(i) no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and the Owner Participant agrees that it will hold TILC, TRMI, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction.
Appears in 1 contract
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 Trustees and the Lessee that, as of the date hereof:
(a) the Owner Participant is a limited partnership partnership, duly formedorganized, validly existing and in good standing under the laws of the State of Delaware Alabama 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 enter into the Owner Participant Agreements and to perform its obligations under the Owner Participant Agreementsthereunder, 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 property is 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 partnerParticipant, do not require any approval not already obtained of the partners of by 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, been 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, 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 performance by the Owner Participant of the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(e) the Trust Estate is free and clear of any Lessor's Lien Liens attributable to the Owner Participant;
(f) there are no pending or, to the Owner Participant's knowledge, threatened actions or proceedings against the Owner Participant before any court or administrative agency which would materially adversely affect the Owner Participant's financial condition or its ability to perform its obligations under the Trust Agreement, the Tax Indemnity Agreement or this Agreement;
(g) as of the Closing Date, Date the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate the Securities ActAct of 1933, as amended, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with the Securities Act and any state securities or "blue sky" lawsof 1933, as amended; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities ActAct of 1933, as amended, and that neither the Owner Participant, Trustee nor the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC Lessee contemplates filing, or is legally required to file, any such registration statement. Notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of such term under the Securities Act;
(h) with respect to the source of the amount to be invested advanced by the Owner Participant pursuant to Section 2.2, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C);
(i) no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner ParticipantParticipant except for the fees of D'Accord Financial Services, Inc., which will be paid by the Owner Participant and the Owner Participant agrees that it will hold TILC, TRMI, the Lessee, the Indenture Trustee, the Loan Participant Trustee and the Owner Trustee Lessor harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction;
(j) the OP General Partner is a corporation, duly organized, validly existing and in good standing under the laws of the State of Alabama and has full power and authority to carry on its business as now conducted;
(k) the OP General Partner is the sole general partner of the Owner Participant;
(l) the OP General Partner has the requisite power and authority to authorize the Owner Participant to enter into the Owner Participant Agreements and to perform its obligations thereunder; and
(m) the Owner Participant Agreements have been duly authorized by all necessary actions on the part of the OP General Partner, do not require any approval not already obtained of the shareholders of the OP General Partner or any approval or consent not already obtained of any trustee or holders of indebtedness or obligations of the OP General Partner.
Appears in 1 contract
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 hereofClosing Date:
(a) the Owner Participant is a limited partnership national banking association duly formedorganized, validly existing and in good standing under the laws of the State United States of Delaware America and has full limited partnership the corporate power and authority to carry on enter into and perform its business as now conductedobligations under this Agreement, the Trust Agreement and the Tax Indemnity Agreement;
(b) this Agreement, the Owner Participant has the requisite limited partnership power and authority to execute, deliver and perform its obligations under the Owner Participant Agreements, Trust Agreement 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 Tax Indemnity Agreement have been duly authorized by all necessary actions on the part of the Owner Participant and its general partnerauthorized, 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, 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 the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other similar 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 and the Tax Indemnity 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 Florida 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 1 or the Clover Real Estate);
(d) no authorization or approval or other action by, and no notice to or filing with, any governmental authority federal or regulatory body Florida Governmental Entity is required for the due execution, delivery or performance by the Owner Participant of the Trust this Agreement, the Trust Agreement or the Tax Indemnity Agreement Agreement, other than any authorization or this Agreementapproval or other action or notice or filing as has been duly obtained, taken or given (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 1 or the Clover Real Estate);
(e) the Trust Estate there is free and clear of any Lessor's Lien attributable to the Owner Participant;
(f) there are no pending or, to the knowledge of the Owner Participant's knowledge, threatened actions action, suit, investigation or proceedings against the Owner Participant before any court or administrative agency which Governmental Entity which, if determined adversely to it, would materially adversely affect the Owner Participant's ability to perform its obligations under the Trust this Agreement, the Trust Agreement or the Tax Indemnity Agreement or this Agreement;
(f) the Trust Estate is free of any Owner Participant's Liens;
(g) as no part of the Closing Datefunds to be used by the Owner Participant to make its investment pursuant to this Agreement, directly or indirectly, constitutes or is deemed to constitute assets of any Plan; and
(h) the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would violate require registration under the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest in compliance with under a registration statement under the Securities Act and any state securities or "blue sky" laws; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act, and that neither the Owner Participant, the Owner Trustee, Trust Company, the Lessee, TRMI nor TILC contemplates filing, or is legally required to file, any an exemption from such registration statement. Notwithstanding the foregoing, the Owner Participant makes no representation that the Beneficial Interest is a "security" within the meaning of available under such term under the Securities Act;
(h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2, no part of such amount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and Participation Agreement (TRLI 2001-1C)
(i) no broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of any action by the Owner Participant, and the Owner Participant agrees that it will hold TILC, TRMI, the Lessee, the Indenture Trustee, the Loan Participant and the Owner Trustee harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the Owner Participant in connection with this transaction.
Appears in 1 contract
Samples: Participation Agreement (Old Dominion Electric Cooperative)
