Representations by Xxxxxx. Lessee hereby represents and warrants to Lessor that (i) Lessee’s representations and warranties contained in the Lease are true and correct; (ii) no Event of Default under the Lease has occurred and is continuing; (iii) Lessee had obtained, and there are in full force and effect, and insurance policies with respect to the Equipment required to be obtained under the terms of the Lease, and (iv) Lessee’s financial statements, and the financial statements of any guarantor of Lessee’s obligations, given to Lessor present Lessee’s and such Guarantor’s financial and business conditions as of the dates of such statements, and since such dates there have been no material adverse changes in Lessee’s or such guarantor’s financial or business conditions. Lessee By: Name: Title: IF MANUALLY EXECUTED AND NOT SUBSEQUENTLY STORED IN AN ELECTRONIC VAULT, THIS IS COUNTERPART NO. OF THREE (3) Lessee: Schedule: Equipment Located At: Qty Model Manufacturer Description Serial Number Insight Investments, LLC (and its assigns) 000 Xxxxx Xxxx., Suite 700 Costa Mesa, CA 92626 Re: Schedule No. dated to the Master Lease Agreement No. , dated , 20 (the “Lease”) by and between Insight Investments, LLC, as Lessor (“Lessor”), and , as Lessee (“Lessee”) To whom it may concern: I have acted as counsel to Lessee with respect to the Lease and other matters. In this capacity, I have reviewed the Lease, the proceedings taken by the governing body of Xxxxxx to authorize the execution and delivery of the Lease on behalf of Xxxxxx, and such other documents, instruments and certificates as I have deemed relevant for purposes of this opinion. Based upon such examination, it is my opinion that:
1. Lessee is a [please insert Lessee’s legal organization type] and a [component unit/political subdivision/other] of the State of _ (the “State”), duly organized, existing and operating under the constitution and laws of the State, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) the police power.
2. The Uniform Commercial Code, as adopted in the State (the “UCC”), and no other statute of the State, governs the creation, perfection, priority or enforcement of a security interest created by Xxxxxx.
3. Within the meaning of the UCC, Lessee is an unregistered organization, having its sole place of business or its chief executive office in the State. Lessee’s true and correct legal name is “ ”. [please insert correct l...
Representations by Xxxxxx. Mentor certifies that:
(a) Protégé has not previously been utilized as a subcontractor or supplier by Mentor, or any subsidiary or affiliate of Mentor, on any state contract as defined in section 140.1(jj) of title 5 of the New York Codes, Rules and Regulations; and
(b) Mentor shall promptly update this Mentorship Agreement to reflect any changes to staff responsible for providing mentorship training to Protégé.
Representations by Xxxxxx. 1. XXXXXX has made assurances to the Attorneys General that:
i. XXXXXX has not entered into any new TEMPOE Lease Contracts after April 1, 2022;
ii. TEMPOE has disabled all computer-based and paper-based systems used by Retail Partners in initiating TEMPOE Lease Contracts on TEMPOE’s behalf; and
iii. TEMPOE has not sold or assigned any Lease Contracts since April 2022.
2. TEMPOE’s assurances above are made with the full authorization of its board of directors, shareholders, members, officers, and executives.
3. The States have relied upon TEMPOE’s assurances above; and TEMPOE’s assurances above are material to the States deciding to agree to the provisions in, and entry of, this Assurance.
Representations by Xxxxxx. The Lessee makes the following representations as the basis for its undertakings in this Agreement:
(a) Lessee is a corporation created under 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 without violating the terms of any other agreement to which it may be a party; and it has been duly authorized to execute and deliver this Agreement;
(b) Lessee will cause the Leased Premises to be occupied and possessed for the purposes set forth herein and will operate or cause to be operated the Leased Premises in accordance with the terms and provisions of this Agreement;
(c) All representations relating to Lessee contained in the recitals to this Agreement are true and correct.
Representations by Xxxxxx. Lender is (i) an “accredited investor” as that term is defined in Rule 501 of the Act, and (ii) experienced in making investments of the kind described in this Agreement and the related documents, and (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by Borrower or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Note and the related documents. Lender further represents and warrants that Lender is not subject to any order, judgement, action, determination or similar event by any court, government agency or association that causes Lender to be deemed to be a "bad actor" pursuant to Rule 262 of Regulation A promulgated under Section 3(b) of the Act, or Rule 506(d) or 507 of Regulation D promulgated under Section 4(a)(2) of the Act.
Representations by Xxxxxx. Xxxxxx represents and warrants to each of the Company Entities, other than with respect to such matters set forth in the Disclosure Schedule attached to this Agreement as Exhibit B, that each and every one of the following statements is true, correct, and complete in all material respects as of the date of this Agreement and will be true, correct, and complete in all material respects as of the Closing Date; provided, however, that none of the representations and warranties hereunder with respect to the Student Housing Entities shall apply with respect to any other party, as to which no representations and warranties are being made by Xxxxxx hereunder:
Representations by Xxxxxx. Xxxxxx hereby represents and warrants to the Company as follows:
(a) Xxxxxx has duly authorized, executed and delivered this Agreement and the Related Agreements. No consent or approval of any other person is required in connection with the execution, delivery and performance of this Agreement and the Related Agreements by Xxxxxx, Assuming due execution and delivery by the Company of the Agreement and the Related Agreements, this Agreement and the Related Agreements to which Xxxxxx is a party constitute legal, valid and binding obligations of Xxxxxx, enforceable against it in accordance with their respective terms.
(b) Xxxxxx has been advised and understands that the Shares have not been registered under the Act, on the grounds that no distribution or public offering of tire Shares is to be effected.
(c) Xxxxxx has experience and expertise in investing in businesses that are in the developmental stage and, by reason of its business or financial experience, Xxxxxx has the capacity to protect its own interest and evaluate the merits of the investment in the Shares in connection with the transactions contemplated hereunder.
(d) Notwithstanding any restriction herein contained the Company agrees that it will permit (i) a distribution of Shares to one or more of Xxxxxx'x members or investors or a limited liability Company and its members, where no consideration is exchanged therefor by such members, partners or to a retired or withdrawn member who retires or withdraws after the date hereof in full or partial distribution of his interest in such partnership, or to the estate of any Such partner or the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, or to a trust created for the benefit of one or more of the foregoing, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were an original purchaser hereunder and (ii) a sale or other transfer of any of the Shares upon obtaining assurance satisfactory to the Company that such transaction is exempt from the registration requirements of, or is covered by an effective registration statement under, the Act and applicable state securities or "blue-sky" laws, including, without limitation, receipt of an unqualified opinion to such effect of counsel reasonably satisfactory to the Company. The certificates representing the Shares shall bear a legend evidencing such restr...
Representations by Xxxxxx. The Mentor certifies that:
(a) The Mentor shall promptly update this Mentorship Agreement to reflect any material changes to milestones.
(b) The Mentor has not previously worked with listed Protégé in any other Mentor Protégé Program within the past five (5) years.
Representations by Xxxxxx. Each Debtor represents: (a) that the execution and delivery of this agreement and the performance of the obligations it imposes do not violate any law, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or any third party; (b) that this agreement is a valid and binding agreement; enforceable according to its terms; and (c) that all balance sheets, profit and loss statement, and other financial statements furnished to the Bank are accurate and fairly reflect the financial condition of the organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates. Each Debtor, other than a natural person, further represents: (a) that it is duly organized, existing and in good standing pursuant to the laws under which it is organized; and (b) that the execution and delivery of this agreement and the performance of the obligations it imposes (i) are within its powers and have been duly authorized by all necessary action of its governing body; (ii) do not contravene the terms of its articles of incorporation or organizations, its by-laws, or any partnership, operating or other agreement governing its affairs.
Representations by Xxxxxx. Holder represents and warrants that it: (a) is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act of 1933; (b) is acquiring this Warrant for investment intent for Xxxxxx’s own account, not as a nominee or agent, and not with a view to the distribution or resale of any part thereof; (c) has full power and authority to enter into this Warrant; (d) has received all of the information it considers necessary or appropriate for deciding whether to purchase this Warrant; (e) has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant; (f) is able to fend for itself, can bear the economic risk of investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant; and (g) will not sell any of the shares of Common Stock issued upon exercise of this Warrant for a period of at least 32 days after the date such shares were issued.
