Representations, Covenants and Warranties of Lessor Sample Clauses

Representations, Covenants and Warranties of Lessor. Lessor represents, covenants, and warrants to District that: A. Lessor is duly organized, validly existing, and in good standing as a corporation under the laws of the State of California, with full power and authority to lease and own real and personal property in California; X. Xxxxxx has full power, authority, and legal right to enter into and perform its obligations under this Sublease, and the execution, delivery, and performance of this Sublease has been duly authorized by all necessary company actions on the part of Lessor and does not require any further approvals or consents; C. The execution, delivery, and performance of this Sublease does not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement, or instrument to which Lessor is a party by which it or its property is bound; D. There is no pending or, to the knowledge of Lessor, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of Lessor to perform its obligations under this Sublease; X. Xxxxxx will not mortgage or encumber the Site or sublease or assign this Sublease or its rights to receive Sublease Payments hereunder, except as permitted herein; and X. Xxxxxx shall not allow any Hazardous Substances (as such term is defined in the Site Lease) to be used or stored on, under, or about the Site.

Representations, Covenants and Warranties of Lessor. The Lessor represents, covenants and warrants as follows:

Representations, Covenants and Warranties of Lessor. Lessor represents, covenants and warrants as follows: (a) Lessor is a corporation duly organized, existing and in good standing under and by virtue of the laws of the state of North Dakota, and is duly qualified and in good standing as a domestic corporation authorized to transact business in the State; has power to enter into this Lease; is possessed of full power to own and hold real and personal property, and to lease the same; and has duly authorized the execution and delivery of this Lease. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party or by which Lessor is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Lessor, or upon the Equipment except Permitted Encumbrances.

Representations, Covenants and Warranties of Lessor. Lessor represents, covenants, and warrants as follows: (a) During the term of this Lease, Lessor will provide Lessee with quiet use and enjoyment of the Equipment, without suit, trouble, or hindrance from Lessor, except upon default by Lessee as set forth in this Lease. (b) Lessor has not caused to be created any lien or encumbrance on the Equipment except the security interest provided in Section 1.3 of this Lease.

Representations, Covenants and Warranties of Lessor. Lessor represents, covenants and warrants as follows: (a) Lessor is the current owner of the Land and the improvements and has full power and authority to enter into this Agreement and to enter into and carry out the transactions contemplated hereby, and to carry out its obligations under this Agreement; and is possessed of full power to own and hold real and personal property and to lease and sell the same to the Lessee. (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated hereby and thereby, conflicts with or will result in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party or by which Lessor is bound. (c) Lessor warrants that it is in good standing pursuant to the terms of any mortgage or other financial obligation under which either the Land or Property, or both, has been given as security for the payment of the underlying debt or financial obligation. (d) To the best of Lessor's knowledge, Lessor has not received any notice that the Property and/or the present use and condition of the Property violates any applicable deed restrictions or other covenants, restrictions or agreements, mortgages or conditions of title or ownership, site plan approval, zoning or subdivision regulations, urban development plans, the laws statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions or requirements of any authorities governing or regulating the use and operation, or otherwise applicable to the Property and therefore represents that it conveys clean title to Lessee. (e) To the best of Lessor's knowledge, there are no underground storage tanks at the Property and, to the best of Lessor's knowledge, Lessor has not used the Property to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process pollutants, dangerous substances, toxic substances, hazardous wastes, hazardous materials or hazardous substances as defined in or pursuant to the Resource Conservation and Recovery Act (42 U.S.C.A. §§6901 et seq.) as amended, the comprehensive Environmental Response Compensation and Liability Act (42 U.S.C.A. §§9601 et seq.) as amended, or any other related Legal Requirement, and to the best of Lessor's knowledge, Lessor has not caused, and h...

Representations, Covenants and Warranties of Lessor. The Lessor represents, covenants and warrants that (a) it is a nonprofit corporation duly created and validly existing under the laws of the State, has all necessary power and authority to perform its obligations under, this Lease, and has duly authorized the execution and delivery of this Lease; (b) the execution and delivery of this Lease does not conflict with or result in a breach of the terms of any agreement or instrument by which the Lessor is bound, or conflicts with or results in a violation of any provision of law or regulation applicable to the Lessor; (c) there is no litigation or proceeding pending or threatened against the Lessor or any other person affecting the right of the Lessor to execute or deliver this Lease or to comply with its obligations under this Lease.

Representations, Covenants and Warranties of Lessor. Lessor represents, covenants and warrants as follows: (a) Lessor is a corporation duly organized, existing and in good standing under the laws of the State of ; is duly qualified as a foreign corporation qualified to do business in the State; has full and complete power to enter into this Lease Agreement and to enter into and carry out the transactions contemplated hereby and thereby, and to carry out its obligations under and contemplated by this Lease Agreement; is possessed of full power to own and hold real and personal property, and to lease the same; and has duly authorized the execution and delivery of this Lease Agreement. (b) Neither the execution and delivery of this Lease Agreement, nor the fulfillment of or compliance with the terms and conditions hereof nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party or by which Lessor or its property is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Lessor, or upon any of the Equipment, except Permitted Encumbrances. (c) Upon termination of this Lease with respect to any Equipment Group for either of the reasons specified in Section 5.8, Clauses (c) and (d), the Lessor’s security interest, leasehold interest and any other interests in such Equipment shall terminate, and the Lessor will: (i) deliver to Lessee all documents which are or may be necessary to vest all of Lessor's right, title and interest in and to such Equipment Group in Lessee, free and clear of all liens, leasehold interests, and encumbrances; and (ii) release all liens, interests and encumbrances created under this Lease Agreement with respect to such Equipment Group. (d) Lessor is acquiring its interest in the Lease Agreement for its own account for the purpose of investment and not for resale or distribution thereof and that it has no present intention of selling, negotiating or otherwise disposing of such interest to any other entity. The acquisition and funding of this Lease Agreement is not made with a view toward the public distribution of the Lease Agreement or any Lease Payments or Aggregate Lease Payments or for the purpose of offering, selling or otherwise participating in any other public distribution of the Lease Agreement or a...

Representations, Covenants and Warranties of Lessor. Lessor represents, covenants and warrants as follows: (a) Lessor is a Tennessee public nonprofit corporation. Under the provisions of this Act, Lessor is authorized to enter into the transactions contemplated by this Agreement, including, without limitation, executing and delivering the Lessor Documents, and to carry out its obligations hereunder and thereunder. Lessor has duly authorized the execution, delivery and performance of the Lessor Documents. The Lessor Documents constitute the valid and legally binding obligations of Lessor, enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws at the time in effect affecting the rights or remedies of creditors generally or by general principles of equity. (b) Lessor has received from the City, the County and any other requisite governmental authority sufficient authority and power under Tennessee Code Annotated Section 7-53-305 to authorize, negotiate, enter into, receive and accept in lieu of tax payments, as set forth in Article IV hereof. (c) Lessor will at all times during the Lease Term remain in existence as a public nonprofit corporation under the Act with full power and authority to take such action as may be required of it during the Lease Term, including executing and delivering a good and sufficient deed of transfer and bills of sale to transfer the Project to Lessee if and when Lessee shall elect to exercise its option to purchase the Project pursuant to Article XI. (d) Lessor will not sell, pledge or otherwise encumber any of its rights or obligations under this Agreement other than as contemplated herein. (e) The Project constitutes a "project" within the meaning of the Act, and Lessor will not cause the Project to cease to constitute a "project" within the meaning of the Act except as contemplated by Section 10.2 (f) Neither the execution and delivery of the Lessor Documents nor the consummation of the transactions contemplated hereby and <PAGE> thereby, nor the fulfillment of or compliance with the terms and conditions hereof or thereof materially conflicts with or results in a material breach of the terms, conditions or provisions of any agreement or instrument to which Lessor is now a party or by which Lessor is found, or constitutes a material default under any of the foregoing. (g) There is no action, suit, proceeding, inquiry or investigation, in law or in equity, before or by any c...

Representations, Covenants and Warranties of Lessor. Lessor represents, covenants and warrants as follows: (a) Lessor has the power to enter into this Lease, is possessed of full power to own and hold real and personal property, and to lease and sell the same. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions thereof, nor the consummation of the transactions contemplated thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or agreement or instrument to which Lessor is now a party or by which Lessor is bound; constitutes a default under any of the foregoing; or results in the creation or imposition any lien, charge or encumbrance whatsoever upon any of the property or assets of Lessor, or upon the Equipment, except Permitted Encumbrances.

Representations, Covenants and Warranties of Lessor. Lessor represents, covenants and warrants for the benefit of Xxxxxx as follows: (a) The Lessor is duly organized as a development authority and has all necessary power under the laws of the State to enter into this Lease and into each of the Lessor's Documents; to acquire the Leased Premises; to lease the Leased Premises to the Lessee; and to perform each of its obligations herein. (b) The Lessor has duly authorized the execution and delivery of this Lease, the performance of its obligations hereunder and thereunder. (c) Lessor is negotiating an agreement with Park Corporation to acquire ownership of South Charleston Development III LLC, which holds title to the Additional Parcels that are more fully described in Exhibit B. The parties intend that upon acquisition by Lessor, the Additional Parcels are to be incorporated into the definition of Leased Premises for the purposes of this Lease, with no further modification or alteration of any other provision, condition, representation, warranty, or agreement contained herein, including the Lease Term and the Regular Lease Payments. Lessor hereby agrees and warrants that its failure to acquire the Additional Parcels by September 1, 2022, would constitute a material breach of this Lease. Xxxxxx's sole remedy for such a material breach shall be that the forgiveness set forth in Section 5(d) of this Agreement shall be applied to the $6.7 million total Loan and thereby the total regular Lease Payments owed from the Lessee to the Lender will be reduced accordingly, unless the Lessee and the WVDED agree to another remedy in writing. (d) With the exception of the assignment for the benefit of Lender as set forth in Section 15.1 and a deed of trust to secure the Loan made by the Lender, Lessor will not assign its right, title and interest in and to the Lease Payments derived under, or assign, pledge or grant any security interest in its right, title and interest in, to and under this Lease or the Leased Premises; nor will Lessor assign its duties and obligations under this Lease to any other person, firm or corporation, so as to impair or violate the representations, covenants and warranties contained in this Section 3. (e) Notwithstanding anything herein to the contrary, any pecuniary obligation the Lessor may incur hereunder in connection with the Project shall not be deemed to constitute a pecuniary obligation of the Lessor but shall be payable solely by the Lessee. (f) There is no action, suit, proceeding, inquiry ...