Common use of Representations of Lessee Clause in Contracts

Representations of Lessee. In order to induce Lessor to enter into this Lease, the Lessee has made the following representations, and no others: A. Lessee has inspected the premises and found them to be fit for its intended purposes. B. Lessee has assured itself that the zoning of the premises will permit the intended use, and will not violate any zoning or land use rules during occupancy, and will obtain and keep in force all licenses and permits required for the operation of Lessee's business at the premises. C. Lessee is acting solely on its own behalf, and not on behalf of any third party or undisclosed principal whomsoever. D. Lessee will perform and abide by each and every term, covenant and agreement of this lease. E. Lessee shall comply with all laws, rules and regulations, including but not limited to building codes, housing codes, and other codes of any nature, and shall cause its subtenants to do likewise. F. EXCEPT FOR THE ITEMS SET FORTH SPECIFICALLY IN THIS LEASE, ALL WARRANTIES OF ANY NATURE CONCERNING THE PREMISES, EITHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, ARE WAIVED BY LESSEE. LESSEE UNDERSTANDS AND AGREES THAT LESSOR DOES NOT WARRANT THE CONDITION OF ANY IMPROVEMENTS ON THE PROPERTY, THEIR HABITABILITY OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE, AND THAT ALL SUCH WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARE HEREBY WAIVED BY LESSEE AND DISCLAIMED BY LESSOR. LESSEE ACCEPTS THE CONDITION OF THE PREMISES “AS IS.” The lessee has requested, and shall be entitled to an opportunity to walkthrough and photograph the condition of the property and facilities prior to execution of this lease. G. Lessee warrants that it is duly formed and validly existing under state law and local ordinances, and that it is a qualified, exempt, charitable organization pursuant to I.R.S. regulations 501(c)(3) and that all things required by law or by Lessee's governing documents, necessary to the execution of this lease have been accomplished, and the person signing this lease is authorized to bind Lessee.

Representations of Lessee. In Lessee covenants, represents, and warrants to Lessor that: (a) Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, is qualified to do business in each jurisdiction in which such qualification to do business is necessary in order for Lessee to induce Lessor carry on its business and to perform its obligations hereunder, and is in good standing under the laws of each jurisdiction in which it is so qualified and has the corporate power and authority to carry on its business and to enter into and perform its obligation under this Lease. (b) This Lease has been duly authorized by all necessary corporate action, if any, on the Lessee has made the following representationspart of Lessee, does not require any stockholder approval or other approval or consent, and no others: A. neither the execution and delivery thereof by Lessee has inspected nor the premises and found them to be fit for its intended purposes. B. Lessee has assured itself that the zoning consummation of the premises will permit transaction contemplated hereby nor compliance by Lessee with any of the intended use, terms and will not violate any zoning or land use rules during occupancy, and will obtain and keep in force all licenses and permits required for provisions hereof nor the operation of the Aircraft by Lessee will contravene any law, judgment, governmental rule, regulation or order applicable to or finding on Lessee's business at , or contravene or result in any breach of, or constitute any default under, or result in the premisescreation of any Lien, charge or encumbrance (other than is permitted hereunder) upon any property of Lessee under any agreement or instrument to which Lessee is a party or by which Lessee or its properties may be bound or affected. C. (c) Neither the execution, delivery, and performance by Lessee of this Lease nor the consummation of any of the transactions by Lessee contemplated hereby requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action in respect of, the FAA or any other federal, state or foreign governmental authority or agency or other Person, or, if any such approval, notice, registration or action is required, it has been duly given or obtained. (d) This Lease has been executed by a duly authorized officer or employee of the Lessee and constitutes a legal, valid, and binding obligation of Lessee enforceable against Lessee in accordance with its terms, except as limited by any bankruptcy, insolvency, reorganization, or other similar laws of general application affecting the enforcement of creditor or Lessor rights. (e) There are no pending or threatened actions or proceedings before any court of administrative agency which might materially adversely affect the financial condition, business or operation of Lessee, or the ability of Lessee to perform its obligations under this Lease or might adversely affect or impair title to the Aircraft. (f) No provisions of this Agreement are prohibited, unlawful or unenforceable under federal, state or local laws and there is no existing law, decree or doctrine of law, which would limit the exercise by Lessor of the remedies under Section 13 hereof in the Event of Default. (g) The chief executive office or chief place of business (as either of such terms is used in Article 9 of the Uniform Commercial Code) of the Lessee is acting solely on its own behalf, as set forth in Section 20.2 and not on behalf the Lessee agrees to give the Lessor prior written notice of any third party relocation of said chief executive office or undisclosed principal whomsoeverchief place of business from its present location. D. Lessee will perform and abide by each and every term, covenant and agreement of this lease. E. Lessee shall comply with all laws, rules and regulations, including but not limited to building codes, housing codes, and other codes of any nature, and shall cause its subtenants to do likewise. F. EXCEPT FOR THE ITEMS SET FORTH SPECIFICALLY IN THIS LEASE, ALL WARRANTIES OF ANY NATURE CONCERNING THE PREMISES, EITHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, ARE WAIVED BY LESSEE. LESSEE UNDERSTANDS AND AGREES THAT LESSOR DOES NOT WARRANT THE CONDITION OF ANY IMPROVEMENTS ON THE PROPERTY, THEIR HABITABILITY OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE, AND THAT ALL SUCH WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARE HEREBY WAIVED BY LESSEE AND DISCLAIMED BY LESSOR. LESSEE ACCEPTS THE CONDITION OF THE PREMISES “AS IS.” The lessee has requested, and shall be entitled to an opportunity to walkthrough and photograph the condition of the property and facilities prior to execution of this lease. G. Lessee warrants that it is duly formed and validly existing under state law and local ordinances, and that it is a qualified, exempt, charitable organization pursuant to I.R.S. regulations 501(c)(3) and that all things required by law or by Lessee's governing documents, necessary to the execution of this lease have been accomplished, and the person signing this lease is authorized to bind Lessee.

Representations of Lessee. In Lessee represents and warrants that: (i) Lessee is a duly constituted, organized and validly existing political subdivision existing under the laws of the State of Texas and is authorized to lease personal property and to sell or lease or otherwise dispose of personal property; (ii) Lessee has full power, authority, and legal right to execute, deliver and perform the agreements on its part contained in this Lease; (iii) the person or persons executing this Lease on behalf of Lessee have been duly authorized under the laws of the State of Texas and a duly adopted resolution of Lessee’s governing body is in full force and effect on the date hereof to execute this Lease on behalf of Lessee and to obligate Lessee hereunder; (iv) Lessee has taken all necessary steps or complied with all procedures required for the authorization and execution of this Lease; (v) all Lease Payments which are to be made hereunder will be paid out of funds which are legally available for such purpose; (vi) Lessee has obtained or made, or does not require, the approval of or the giving of notice to any Federal, State, local or foreign governmental authority in order to induce Lessor to enter into this Lease; (vii) Lessee is not required to submit this Lease to Lessee’s electorate for approval; (viii) Lessee, the Lessee has made the following representationsby entering into this Lease, and no others: A. Lessee has inspected the premises and found them to be fit for its intended purposes. B. Lessee has assured itself that the zoning of the premises will permit the intended use, and will does not violate any zoning law binding on Lessee or land contravene any indenture, credit Lease, or any other agreement under which Lessee is a party or by which it is bound; (ix) this Lease constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; (x) there are no pending or threatened actions or proceedings before any court, administrative agency or other tribunal or body or judgments which may materially adversely affect Lessee’s financial condition or operations; (xi) the Equipment is personal property and is not now nor will it become either real property or a fixture or inventory; (xii) the use rules during occupancyof the Equipment is essential, necessary, useful, and will obtain appropriate to the lawful purposes of Lessee and keep in force all licenses and permits required for the operation discharge of Lessee's business at the premises. C. Lessee is acting solely on its own behalf, and not on behalf of any third party or undisclosed principal whomsoever. D. Lessee will perform and abide by each and every term, covenant and agreement of this lease. E. Lessee shall comply with all laws, rules and regulations, including but not limited to building codes, housing codes, and other codes of any nature, and shall cause its subtenants to do likewise. F. EXCEPT FOR THE ITEMS SET FORTH SPECIFICALLY IN THIS LEASE, ALL WARRANTIES OF ANY NATURE CONCERNING THE PREMISES, EITHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, ARE WAIVED BY LESSEE. LESSEE UNDERSTANDS AND AGREES THAT LESSOR DOES NOT WARRANT THE CONDITION OF ANY IMPROVEMENTS ON THE PROPERTY, THEIR HABITABILITY OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE, AND THAT ALL SUCH WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARE HEREBY WAIVED BY LESSEE AND DISCLAIMED BY LESSOR. LESSEE ACCEPTS THE CONDITION OF THE PREMISES “AS IS.” The lessee has requested, and shall be entitled to an opportunity to walkthrough and photograph the condition of the property and facilities prior to execution of this lease. G. Lessee warrants that it is duly formed and validly existing under state law and local ordinances, and that it is duties as a qualified, exempt, charitable organization pursuant to I.R.S. regulations 501(c)(3governmental body; (xiii) and that all things required by law or by Lessee's governing documents, necessary to the execution of this lease have been accomplishedLease does not constitute a default in any other agreement of Lessee; (xiv) there is not existing, and Lessee will not directly or indirectly create, incur, assume or suffer to exist, any mortgage, security interest, pledge, lien, charge, encumbrance or claim on or with respect to the person signing Equipment, title thereto or any interest therein, except the respective rights of Bank and Lessee under this lease Lease and further excepting any mortgage, security interest, pledge, lien or encumbrance granted by Bank; (xv) the Equipment is authorized of size, design, capacity and manufacture selected by Lessee and will be suitable for Lessee’s purposes; (xvi) Lessee will cause to bind Lessee.be done, executed, acknowledged and delivered all such further acts, instruments, conveyances and assurances as Bank shall require for accomplishing the purposes of this Lease;

Representations of Lessee. In order Lessee hereby represents and warrants as follows: (a) The Recitals set forth above are true and correct. (b) Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Lessee is in good standing and is duly licensed or qualified to induce transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary, the failure of which would have a material adverse effect on the financial, operating or business condition or prospects of Lessee. Lessee’s exact legal name is as set forth on the execution page hereof. (c) Lessee has the full corporate power and authority to execute and deliver this Agreement, the Amended Schedules and any related documents, agreements and instruments. The officer of Lessee executing this Agreement, the Amended Schedules and any related documents, agreements and instruments is duly authorized to execute and deliver this Agreement, the Amended Schedules and such related documents, agreements and instruments. (d) This Agreement, the Amended Schedules, and any related documents, agreements and instruments have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their respective terms. (e) Each of the representations and warranties made by or on behalf of Lessee to Lessor in any of the Lease Documents was true and correct when made and in all material respects is, except for the representations and warranties set forth in the Lease Agreement relating to the non-existence of an Event of Default, true and correct on and as of the date of this Agreement with the same full force and effect as if each of such representations and warranties had been made by Lessee on the date hereof and in this Agreement. (f) The entry into and performance by Lessee of its obligations under this Agreement, the Amended Schedules and any related documents, agreements or instruments do not (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee’s organizational documents or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any item of Equipment pursuant to any indenture, security agreement, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party. (g) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessee’s knowledge, threatened against or affecting Lessee, challenging Lessee’s authority to enter into this LeaseAgreement, the Amended Schedules or any related document, agreement or instrument, or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of this Agreement, the Amended Schedules or any related document, agreement or instrument, or would materially and adversely affect any of the transactions contemplated by this Agreement. (h) Lessee has made heretofore furnished to Lessor the following representationsconsolidated financial statements of Lessee and its subsidiaries for its fiscal quarter ended June 30, 2004, and no others: A. those statements accurately present the financial position of Lessee has inspected the premises and found them to be fit for its intended purposes. B. Lessee has assured itself that the zoning as of the premises will permit the intended usedate of delivery, and will not violate any zoning or land use rules during occupancy, and will obtain and keep there has been no material adverse change in force all licenses and permits required for the operation of Lessee's business at the premises. C. Lessee is acting solely on its own behalf, and not on behalf of any third party or undisclosed principal whomsoever. D. Lessee will perform and abide by each and every term, covenant and agreement of this lease. E. Lessee shall comply with all laws, rules and regulations, including but not limited to building codes, housing codes, and other codes of any nature, and shall cause its subtenants to do likewise. F. EXCEPT FOR THE ITEMS SET FORTH SPECIFICALLY IN THIS LEASE, ALL WARRANTIES OF ANY NATURE CONCERNING THE PREMISES, EITHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, ARE WAIVED BY LESSEE. LESSEE UNDERSTANDS AND AGREES THAT LESSOR DOES NOT WARRANT THE CONDITION OF ANY IMPROVEMENTS ON THE PROPERTY, THEIR HABITABILITY OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE, AND THAT ALL SUCH WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARE HEREBY WAIVED BY LESSEE AND DISCLAIMED BY LESSOR. LESSEE ACCEPTS THE CONDITION OF THE PREMISES “AS IS.” The lessee has requested, and shall be entitled to an opportunity to walkthrough and photograph the financial condition of Lessee since the property and facilities prior to execution date of this leasesuch financial statements. G. Lessee warrants that it is duly formed and validly existing under state law and local ordinances, and that it is a qualified, exempt, charitable organization pursuant to I.R.S. regulations 501(c)(3) and that all things required by law or by Lessee's governing documents, necessary to the execution of this lease have been accomplished, and the person signing this lease is authorized to bind Lessee.