REPRESENTATIONS; GENERAL COVENANTS Sample Clauses

REPRESENTATIONS; GENERAL COVENANTS. To induce the Secured Party to make the Loan to Borrower and to induce HUD to grant its consent as applicable to the proposed transaction, pursuant to Program Obligations, the Master Tenant certifies, represents and warrants to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, second priority security interest, subject only to the security interests created under the First Mortgage Documents; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a “Lien”) except (A) to the extent expressly permitted pursuant to any accounts receivable financing approved by Lender and HUD (“Permitted AR Financing”), (B) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party (“Subordinate Master Lease Rights”) , (C) taxes that are not yet due and payable, (D) Liens granted in favor of First Lender and/or HUD under the First Mortgage Documents, and (E) those Liens, if any, permitted by Program Obligations and/or otherwise approved in writing by Secured Party and HUD (collectively, the “Permitted Liens”); (v) the Master Tenant keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Master Tenant during the five year period preceding the date of this Agreement are set forth on unrecorded Exhibit C, and the Master Tenant has not, during the preceding five year period, except as may be set forth on unrecorded Exhibit C, acquired any of its assets in any bulk transfer; (vii) Master Tenant’s location (as determined in accordance with Article 9 of the UCC) is as set forth in the first paragraph of this Agreement; (viii) Master Xxxxxx's exact legal name is as set forth in the first paragraph of this Agreement; (ix) Master Tenant’s organizational number (if any) as assigned by the State in which Master Tenant is organized is the number identified as such on the financing statement(s) filed in connection with the closing of the Loan, if such financing statements require such organizationa...
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REPRESENTATIONS; GENERAL COVENANTS. (a) To induce the Secured Party to make the Loan to Borrower, the Master Tenant promises to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, first priority security interest; (ii) the Master Tenant has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Master Tenant has full power and authority to enter into and perform its obligations under this Agreement; (iv) except for (i) rights granted to the Borrower under the Master Lease, if any, which are subordinate to the liens in favor of the Secured Party ("Subordinate Master Lease Rights") and
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REPRESENTATIONS; GENERAL COVENANTS. (a) To induce the Secured Party to make the Loan to Borrower, the Operator promises to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 19 hereof, the security interest granted to the Secured Party in the Collateral constitutes a valid, first priority security interest; (ii) the Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) except (a) to the extent expressly permitted pursuant to Section 19 hereof, (b) rights granted to the Borrower under the Operator Agreement, if any, which are subordinate to the liens in favor of the Secured Party ("Subordinate Operator Agreement Rights") and (c) taxes that are not yet due and payable, the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a "Lien");
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REPRESENTATIONS; GENERAL COVENANTS. (a) To induce the Secured Party/Borrower to make the Loan to Borrower, the Master Tenant promises to the Secured Party/Borrower that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party/Borrower in the Collateral constitutes a valid, first priority security interest;
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REPRESENTATIONS; GENERAL COVENANTS. (a) To induce the Secured Party to make the Loan, the Debtor promises to the Secured Party that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) the security interest granted to the Secured Party in the Collateral constitutes a valid, first priority security interest; (ii) the Debtor has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Debtor has full power and authority to enter into and perform its obligations under this Agreement; (iv) the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a "Lien") except the security interest in favor of the Secured Party; (v) the Debtor has not been known as or used any name other than "Ensign Southland LLC"; and (vi) the Debtor's places of business and other locations where the Debtor keeps any tangible Collateral from time to time are listed on Exhibit C (the "Collateral Locations").
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REPRESENTATIONS; GENERAL COVENANTS. (a) To induce the Secured Party\Borrower to accept this Agreement, the Operator promises to the Secured Party\Borrower that the following statements are, and will continue throughout the term of this Agreement to be, true: (i) except to the extent expressly permitted pursuant to Section 19 hereof, the security interest granted to the Secured Party\Borrower in the Collateral constitutes a valid, first priority security interest; (ii) the Operator has good title to, and is the sole and lawful owner of, the Collateral; (iii) the Operator has full power and authority to enter into and perform its obligations under this Agreement; (iv) except (a) to the extent expressly permitted pursuant to Section 19 hereof, (b) rights granted to the Borrower under the Operator Agreement, if any, subordinate to the liens in favor of the Secured Party\Borrower ("Subordinate Operator Agreement Rights") and (c) taxes that are not yet due and payable, the Collateral is free and clear of any lien, security interest, claim, interest, pledge, assignment or other encumbrance (a "Lien"); (v) the Operator keeps all tangible Collateral at the Healthcare Facility; (vi) all trade names, assumed names, fictitious names and other names used by the Operator during the five year period preceding the date of this Agreement are set forth on Exhibit C, and the Operator has not, during the preceding five year period, except as may be set forth on Exhibit C, acquired any of its assets in any bulk transfer;
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Related to REPRESENTATIONS; GENERAL COVENANTS

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • Representations and Covenants of the Company The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project/Facility:

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