Representations by Lessee. Lessee hereby represents and warrants to Lessor that on the date hereof:
(1) The representations and warranties of Lessee set forth in the Lease and all certificates and opinions delivered in connection therewith were true and correct in all respects when made and are true and correct as of the date hereof, with the same force and effect as if the same had been made on this date.
(2) Lessee has satisfied or complied with all conditions precedent and requirements as set forth in the Lease and Lease Supplements which are required to be or to have been satisfied or complied with on or prior to the date thereof.
(3) No Default or Event of Default under the Lease has occurred and is continuing on the date hereof.
(4) Lessee has obtained, and there are in full force and effect, such insurance policies with respect to the Aircraft, as such term is defined in the Lease, as are required to be obtained under the terms of the Lease.
(5) Lessee has furnished no equipment for the Aircraft other than as stated on Schedule No. 1 hereto or permitted as an Addition thereto pursuant to the Lease.
(6) The facts, terms, information, description and costs set forth in the attached schedules hereto are true, complete, accurate and correct.
(7) The Lease shall be deemed a "finance lease" under Section 2A-103 (g) of the UCC. Date of unconditional, irrevocable and final acceptance by Lessee: December __, 1996.
Representations by Lessee. Lessee hereby represents and warrants to Lessor that on the date hereof:
(a) The representations and warranties of Lessee set forth in the Lease are true and correct in all material respects as though made on and as of the date thereof, except to the extent that they expressly relate to a particular date.
(b) Lessee has satisfied or complied with all requirements set forth in the Lease to be satisfied or complied with on or prior to the date thereof.
(c) No Event of Default or Event of Loss under the Lease has occurred and is continuing on the date hereof, nor has any event occurred which, with the giving of notice or lapse of time or both, would become an Event of Default or an Event of Loss.
(d) The Lessee has obtained, and there are in full force and effect, such insurance policies with respect to the Aircraft as are required to be obtained under the terms of the Lease.
Representations by Lessee. The Lessee makes the following representations as the basis for its undertakings in this Agreement:
(a) Lessee is a corporation validly existing under the laws of the State of Delaware; it is in good standing under its certificate of incorporation and the laws of the State of Delaware; it is duly authorized to do business in the State of Texas; it has the power to enter into this Agreement and the Guaranty without violating the terms of any other agreement to which it is a party; and by proper corporate action it has been duly authorized to execute and deliver this Agreement and the Guaranty;
(b) Lessee will occupy and possess the Ground Lease Properties and the Easements for the purposes and upon the terms and conditions set forth herein; it will, subject to the City's issuance and sale of the Series 2001 Bonds, carry out, or cause to be carried out, its obligations hereunder with respect to the construction, installation and equipping of the Lessee Project Components substantially in the manner herein provided, causing title to the Lessee Project Components to vest in the City in the manner herein provided, and carry out its obligations contained herein with respect to the occupancy, possession, operation and maintenance of the Lessee Project Components and any other Special Facilities for the purposes and in the manner provided herein, all subject to the terms and conditions of this Agreement; and
(c) All representations relating to Lessee contained in the recitals to this Agreement are true and correct in all material respects.
Representations by Lessee. Lessee hereby represents and warrants to Lessor that on the date hereof:
(1) The representations and warranties of Lessee set forth in the Lease and all certificates and opinions delivered in connection therewith were true and correct in all respects when made and are true and correct as of the date hereof.
(2) Lessee has satisfied or complied with all conditions precedent and requirements set forth in the Lease, which are required to be or to have been satisfied or complied with on or prior to the date hereof.
(3) No Default or Event of Default under the Lease has occurred and is continuing on the date hereof.
(4) Lessee has obtained, and there are in full force and effect, such insurance policies with respect to the Aircraft, as are required to be obtained under the terms of the Lease.
(5) Lessee has furnished no equipment for the Aircraft other than as sold to Lessor and as stated on Annex A hereto or permitted as an addition thereto pursuant to the Lease.
(6) The Lessee has undertaken, at Lessee's expense, a survey of the Aircraft completed by a consultant named by Lessor, which survey includes (i) a complete inventory of the Aircraft, including, without limitation, engines, spare parts and avionics, (ii) review of all operating and maintenance logs (including any computerized program under which the Aircraft has been maintained); (iii) physical inspection of the Aircraft (including a demonstration of flight); and (iv) an analysis of the cost of the Aircraft as compared to similarly equipped Aircraft of same model and approximately the same age, airframe, engine hours and over all condition. Such survey and its availability to Lessee shall not constitute any representation or warranty by Lessor to Lessee of any kind with respect to the Aircraft, its condition or otherwise.
(7) A report of the results of the survey required by paragraph 6 above, has been delivered to Lessor and since the date thereof, there has not occurred any material change in the configuration or condition of the Aircraft (except such modifications or repairs specified in such survey as being necessary to undertake) and neither engine has accrued more than fifty (50) operating hours since the date of such survey.
(8) The Lessee has inspected the Aircraft and all pertinent records therefor and the Aircraft has no damage history.
(9) The nameplates required to be affixed to the Aircraft and to each engine pursuant to Section VII of the Lease have been duly affixed. Date and Delivery o...
Representations by Lessee. Lessee hereby represents and warrants to Lessor that on the above date:
(1) The representations and warranties of Lessee set forth in the Lease are true and correct in all material respects as though made on the date above;
(2) Lessee has satisfied or complied with all requirements in the Lease, to be completed by it on or prior to the date hereof;
(3) No Default or Event of Default has occurred and is continuing on the date above; and
(4) Lessee has obtained, and there are in full force and effect, such insurance policies with respect to the Aircraft, as are required to be obtained under the terms of the Lease.
Representations by Lessee. Lessee represents and warrants to, and covenants with, Lessor as follows:
(a) Lessee is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, is authorized to consummate the transaction set forth herein and fulfill all of its obligations hereunder and under all closing documents to be executed by Lessee, and has all necessary power to execute and deliver this Agreement and all closing documents to be executed by Lessee, and to perform all of Lessee’s obligations hereunder and thereunder. At Closing, each Approved Assignee (defined below) will be authorized to conduct business in the Commonwealth of Pennsylvania. This Agreement and all closing documents to be executed by Lessee have been duly authorized by all requisite corporate or other required action on the part of Lessee and are the valid and legally binding obligation of Lessee, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all closing documents to be executed by Lessee, nor the performance of the obligations of Lessee hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Lessee or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Lessee is bound. The representations and warranties of Lessee shall survive Closing for a period of nine (9) months.
Representations by Lessee. In order to induce Lessor to enter into this Lease, Lessee hereby represents and warrants to Lessor:
(a) that Lessee will provide Lessor with the production capacity as set forth in Exhibit E;
(b) that Lessee is a company duly organized, validly existing and in good standing under the laws of the R.O.C., and has the power and authority to carry on its business as presently conducted and to perform its obligations under this Lease;
(c) that neither the execution and delivery of this Lease nor the consummation of the transactions contemplated hereby nor compliance by Lessee with any of the terms and conditions hereof will contravene any law, regulation, order, decree or injunction binding on Lessee or result in any breach of any agreement or arrangement with its creditors and banks, or constitute any default under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, bylaw or other agreement or instrument to which Lessee is a party or by which Lessee or its properties may be bound or affected;
(d) that the execution of this Lease has been duly authorized by all necessary corporate action of Lessee and said terms constitute the legally valid and binding obligations of Lessee, enforceable against Lessee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; and
(e) that Lessee has duly obtained all applicable governmental approvals and licenses required under applicable laws to enable it to execute and deliver this Lease and to perform its obligations hereunder all in accordance with the respective terms hereof.
Representations by Lessee. Lessee hereby represents and warrants to Lessor that on the date hereof:
(1) The representations and warranties of Lessee set forth in the Lease and all certificates and opinions delivered in connection therewith were true and correct in all respects when made and are true and correct as of the date hereof.
Representations by Lessee. Lessee agrees to indemnify and hold Lessor harmless from and against all claims, damages, expenses and liabilities arising from or related to the existence of hazardous substances on or about the Premises, occasioned by Lessee’s activities.
Representations by Lessee. Lessee hereby represents and warrants that (a) Lessee is duly incorporated and legally existing under the laws of the State of Texas; (b) this Lease constitutes the legal, valid and binding obligations of Lessee enforceable in accordance with its terms; and (c) the execution and delivery of, and performance under this Lease are within Lessee's power and authority without the joinder or consent of any other party and have been duly authorized by all requisite action and are not in contravention of law or the powers of Lessee's charter, by-laws or other corporate papers, or of any indenture, agreement or undertaking to which Lessee is a party or by which it is bound.
