Representations, Covenants and Warranties by Landlord Sample Clauses

Representations, Covenants and Warranties by Landlord. Landlord represents, covenants and warrants that: (a) Landlord (1) is duly organized, existing and in good standing under the laws of the State, (2) is the owner of the Premises, and (3) is duly authorized, by its governing body and applicable law, to own and lease the Premises to School and to execute, deliver and perform its obligations under this Lease. (b) As of the Term Commencement Date, the Premises will comply with all Requirements of Law, including Statewide Adequacy Standards. Landlord further warrants that Landlord’s Work has been or will be completed in accordance with Addendum “Three”. (c) Landlord has no conflict of interest with School or other third parties involving this Lease, or that have not been disclosed, reviewed and accepted by Board pursuant to Requirements of Law. (d) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or will result in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which Landlord is now a party, or which is binding on Landlord.
Sample 1
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Representations, Covenants and Warranties by Landlord. Landlord represents, covenants and warrants that: (a) Landlord (i) is in good standing under the laws of the State, (ii) is duly qualified to do business in the State, (iii) is the owner of the Complex, and (iv) is authorized, by its governing body and applicable law, to own the Complex, to lease the Premises to School and to execute, deliver and perform its obligations under this Lease. (b) Landlord warrants that as of the Term Commencement Date, the Premises complies with or will comply with all Requirements of Law, including applicable Educational Occupancy Standards pertaining to School's Permitted Use. Landlord further warrants that Xxxxxxxx's Work has been or will be completed in accordance with the Approved Plans. (c) The Premises are free of any hazardous substance, pollutant or contaminant (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. §9601, et seq., any applicable State law or regulations promulgated under either), solid or hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901, et seq., any applicable State law or regulations promulgated under either), special waste, petroleum or petroleum derived substances, radioactive material or waste, polychlorinated biphenyls, asbestos or any constituent of any of the foregoing located on, in or under the Premises in violation of any Requirements of Law. Landlord warrants that the Premises comply with any and all federal and State environmental regulations.
Sample 1
Representations, Covenants and Warranties by Landlord. Landlord represents, covenants and warrants that: (a) Landlord (i) is duly organized, existing and 359in good standing under the laws of the State, (ii) is duly qualified to do business in the State, (iii) is 360the owner of the Premises, and 361(iv362iii363) is duly364 authorized, by its governing body and applicable law, to own the Premises, to lease the Premises to School.365,366 to sell the Premises to School, and to execute, deliver and perform its obligations under this Lease, and (iv) the representatives of Landlord executing this Lease have been duly authorized to execute and deliver this Lease under the terms and provisions of a resolution of Landlord's governing body or by other appropriate official action367. (b) Landlord warrants that as368As369 of the Term Commencement Date, the Premises complies with or will comply with all Requirements of Law, including applicable Educational Occupancy Standards pertaining to School's370the371 Permitted Use. Landlord further warrants that Landlord's Work has been or will be completed in accordance with the Approved Plans. (c) The Premises are free of any hazardous substance, pollutant or contaminant (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. §9601, et seq., any applicable State law or regulations promulgated under either), solid or hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901, et seq., any applicable State law or regulations promulgated under either), special waste, petroleum or petroleum derived substances, radioactive material or waste, polychlorinated biphenyls, asbestos or any constituent of any of the foregoing located on, in or under the Premises in violation of any Requirements of Law. Landlord warrants that the Premises comply with any and all federal and State environmental regulations.372
Sample 1
Representations, Covenants and Warranties by Landlord. Landlord represents, covenants and warrants that: (a) Landlord is: (i) a political subdivision of the State, is duly organized and validly, existing under the laws of the State, (ii) the owner of the Premises, and (iii) duly authorized, by its governing body and applicable law, to lease the Premises to School and to execute, deliver and perform its obligations under this Lease. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or will result in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which Landlord is now a party, or which is binding on Landlord.
Sample 1
Representations, Covenants and Warranties by Landlord. Landlord represents, covenants and warrants that: (a) Landlord (i) is duly organized, existing and in good standing under the laws of the State, (ii) is the owner of the Premises, (iii) is duly authorized, by its governing body and applicable law, to own the Premises, to lease the Premises to School, to sell the Premises to School, and to execute, deliver and perform its obligations under this Lease, and (iv) the representatives of Landlord executing this Lease have been duly authorized to execute and deliver this Lease under the terms and provisions of a resolution of Landlord's governing body or by other appropriate official action. (b) As of the Term Commencement Date, the Premises complies with or will comply with all Requirements of Law, including applicable Educational Occupancy Standards pertaining to the Permitted Use. Landlord further warrants that Landlord's Work has been or will be completed in accordance with the Approved Plans. (c) Landlord has no conflict of interest with School or other third parties involving this Lease which is prohibited by the Requirements of Law. (d) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or will result in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which Landlord is now a party.
Sample 1

Related to Representations, Covenants and Warranties by Landlord

  • REPRESENTATIONS, COVENANTS AND WARRANTIES The Company represents, covenants and warrants as follows:

  • Representations, Warranties, Covenants and Agreements The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

  • Representations and Warranties by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

  • Representations and Warranties of Tenant Tenant represents and warrants to Landlord, as of the date of this Lease and continuing until expiration or earlier termination of this Lease: (i) Tenant is a duly organized and presently subsisting Delaware limited liability company and is duly authorized to do business, and in good standing under, the laws of the state in which the Property is located. (ii) Tenant has the right, power, and authority to enter into this Lease and to consummate the transactions contemplated herein in accordance with the terms and conditions hereof. (iii) The parties executing this Lease on behalf of Tenant have all requisite authority to execute this Lease, and this Lease, as executed, is a valid, legal, and binding obligation of Tenant. (iv) Neither the execution and delivery of this Lease, nor compliance with the terms and conditions of this Lease by Tenant, nor the consummation of the transactions contemplated herein, constitutes or, to the best of Tenant’s knowledge, will constitute a violation or breach any lease or other instrument to which it is a party or to which Tenant is subject or by which it is bound. (v) The execution and delivery of this Lease by Tenant has been duly authorized by all necessary company action on the part of Tenant, and no consent is necessary in connection therewith from any court or corporate or Governmental Authority having jurisdiction over Tenant or the subject matter of this Lease. (vi) To Tenant’s knowledge, there is no administrative agency action, litigation, condemnation or other governmental proceeding of any kind pending against Tenant which would prohibit or materially affect the ability of Tenant to comply with the terms and conditions of this Lease or to consummate the transactions contemplated herein. (vii) Tenant is not insolvent.

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Representations and Warranties of the Lessee Lessee hereby represents and warrants to the Lessor, which representations and warranties shall be deemed to be restated by Lessee each time Lessor makes an advance of the Development Financing, that: 1. VALIDITY OF DEVELOPMENT FINANCING DOCUMENTS - The Development Financing Documents are in all respects legal, valid and binding according to their terms. 2. NO PRIOR LIEN ON FIXTURES - No mortgage, xxxx of sale, security agreement, financing statement, or other title retention agreement (except those executed in favor of Lessor) has been, or will be, executed with respect to any fixture (except Lessee's trade fixtures not financed with this Development Financing) used in conjunction with the construction, operation or maintenance of the improvements.

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Representations and Warranties of Lessee As of the Effective Date hereof, each Lessee represents and warrants to the Lessor as follows: (a) Lessee is duly organized and validly existing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State and has full power, authority and legal right to execute and deliver this Amendment and to perform and observe the provisions of this Amendment to be observed and/or performed by Lessee. (b) This Amendment has been duly authorized, executed and delivered by Lessee, and constitutes and will constitute the valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as such enforceability may be limited by creditors rights, laws and general principles of equity. (c) Lessee is solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in default in the payment of any taxes levied or assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee's condition, financial or otherwise, or Lessee's prospects or the Leased Property. (d) No consent, approval or other authorization of, or registration, declaration or filing with, any governmental authority is required for the due execution and delivery of this Amendment, or for the performance by or the validity or enforceability of this Amendment against Lessee. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of such party; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee.

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