REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. To induce Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company represents and warrants to and covenants with the Buyer as follows:
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as follows:
(a) The Company is duly incorporated as a corporation that is a regulated public utility company organized under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the State. The Company is not in violation of any provision of its charter or its Bylaws. The Company has the power to enter into this Agreement and the Tax Certificate and has duly authorized the execution and delivery of this Agreement and the Tax Certificate by proper corporate action.
(b) Neither the execution and delivery of this Agreement or the Tax Certificate, the consummation of the transactions contemplated hereby or thereby nor the fulfillment of or compliance with the terms and conditions of this Agreement or the Tax Certificate conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement.
(c) There is no litigation or proceeding pending against the Company, or to the knowledge of the Company pending or threatened against the Company or any other person affecting in any manner whatsoever the right of the Company to execute this Agreement or the Tax Certificate or (except as disclosed in the Official Statement) affecting the ability of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained herein.
(d) The Projects are of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were not less than $57,500,000.
(e) The proceeds from the sale of the Bonds will be used only to refund the Prior Bonds.
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants that:
(a) The Company is a limited partnership duly organized and validly existing under the laws of the State of Delaware. The Company is not in violation of any provision of its certificate of limited partnership, has the power to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement, and is qualified to do business and is in good standing under the laws of the State.
(b) The Company (i) shall preserve, renew, and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, and franchises material to the conduct of its business (provided that the foregoing shall not prohibit any merger, consolidation, sale, lease, or transfer permitted under the following clause (ii)); and (ii) shall not without the prior written consent of the Credit Provider (during any Credit Facility Period) and the Trustee (during any Interest Period that is not a Credit Facility Period) consolidate with or merge into any other person or sell, lease, or transfer its properties and assets as, or substantially as, an entity to any person unless (1) (A) in the case of a merger, the Company is the surviving entity, or (B) the person formed by such consolidation or into which the Company is merged or the person that acquires by sale or transfer, or that leases the properties and assets of the Company as, or substantially as, an entity expressly assumes by an assumption agreement hereto, executed and delivered to the Issuer, all of the obligations of the Company under this Lease Agreement; (2) the surviving entity or successor person is a person organized and existing under the laws of the United States of America, any state thereof, or the District of Columbia; (3) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (4) the Company has delivered to the Issuer an officers’ certificate stating that such consolidation, merger, conveyance, sale, transfer, or lease complies with this Section 2.02(b).
(c) Neither the execution and delivery of this Agreement or the Remarketing Agreement, nor the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof or thereof conflicts with or results in a breach of the terms, conditions, or provisions of any agreement or instrument to which the Company is now a party or by which the Company is bound...
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. As an inducement to, and to obtain the reliance of LEHIG and the Equity-Holder, except as set forth in those schedules prepared by the Company which are attached and made a part hereto (the “Company Schedules”), the Company represents and warrants, as of the Closing Date, as follows:
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. As an inducement to, and to obtain the reliance of, Holder, the Company represents and warrants as follows:
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. As an inducement to, and to obtain the reliance of the Young Members, except as set forth in the Company Schedules (as hereinafter defined), the Company represents and warrants as follows:
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. As an inducement to, and to obtain the reliance of the Xxxxx Shareholders, except as set forth in the Company Schedules (as hereinafter defined), the Company represents and warrants as follows (which shall be re-confirmed at Closing):
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. As an inducement to, and to obtain the reliance of the Members, the Company represents and warrants as follows:
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. As an inducement to the consummation of the Exchange, the Company and Shareholders (collectively, the “Company Parties”), jointly and severally, represent and warrant that, except as set forth in the schedules of exceptions to the representations of the Company Parties annexed hereto (“Company Disclosure Schedules”), as of the date hereof and the Closing Date (as defined in Section 4.02 hereof):
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Buyer that each of the following representations, warranties and covenants are true, correct, and complete as of the date hereof and as of the Closing Date. All references in this Agreement to “Knowledge of the Company” shall mean the actual knowledge, after reasonable investigation, of the Company.
