Common use of Representations of Lessee Clause in Contracts

Representations of Lessee. 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 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 part of Lessee, does not require any stockholder approval or other approval or consent, and neither the execution and delivery thereof by Lessee nor the consummation of the transaction contemplated hereby nor compliance by Lessee with any of the terms and 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, or contravene or result in any breach of, or constitute any default under, or result in the creation 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) 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 as set forth in Section 20.2 and the Lessee agrees to give the Lessor prior written notice of any relocation of said chief executive office or chief place of business from its present location.

Representations of Lessee. Lessee covenants, represents, represents and warrants to Lessor that: : (ai) Lessee is a corporation duly organizedconstituted, organized and validly existing and in good standing political subdivision existing under the laws of the State of OhioTexas and is authorized to lease personal property and to sell or lease or otherwise dispose of personal property; (ii) Lessee has full power, is qualified authority, and legal right to do business in each jurisdiction in which such qualification to do business is necessary in order for Lessee to carry execute, deliver and perform the agreements on its business and to perform its obligations hereunder, and is part contained in good standing this Lease; (iii) the person or persons executing this Lease on behalf of Lessee have been duly authorized under the laws of each jurisdiction 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 it is so qualified and 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 corporate power and approval of or the giving of notice to any Federal, State, local or foreign governmental authority to carry on its business and in order to enter into and perform its obligation under this Lease. ; (bvii) This Lessee is not required to submit this Lease has been duly authorized to Lessee’s electorate for approval; (viii) Lessee, by all necessary corporate action, if any, on the part of Lesseeentering into this Lease, does not require violate any stockholder approval law binding on Lessee or other approval or consent, and neither the execution and delivery thereof by Lessee nor the consummation of the transaction contemplated hereby nor compliance by Lessee with any of the terms and provisions hereof nor the operation of the Aircraft by Lessee will contravene any lawindenture, judgment, governmental rule, regulation or order applicable to or finding on Lesseecredit Lease, or contravene or result in any breach of, or constitute any default under, or result in the creation of any Lien, charge or encumbrance (other than is permitted hereunder) upon any property of Lessee agreement under any agreement or instrument to which Lessee is a party or by which Lessee or its properties may be bound or affected. it is bound; (cix) 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, valid and binding obligation of Lessee 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. ; (ex) There there are no pending or threatened actions or proceedings before any court of court, administrative agency or other tribunal or body or judgments which might may materially adversely affect Lessee’s financial condition or operations; (xi) the financial conditionEquipment is personal property and is not now nor will it become either real property or a fixture or inventory; (xii) the use of the Equipment is essential, business or operation necessary, useful, and appropriate to the lawful purposes of Lessee and in the discharge of its duties as a governmental body; (xiii) the execution of this Lease 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 ability Equipment, title thereto or any interest therein, except the respective rights of Bank and Lessee to perform its obligations under this Lease and further excepting any mortgage, security interest, pledge, lien or might adversely affect or impair title encumbrance granted by Bank; (xv) the Equipment is of size, design, capacity and manufacture selected by Lessee and will be suitable for Lessee’s purposes; (xvi) Lessee will cause to be done, executed, acknowledged and delivered all such further acts, instruments, conveyances and assurances as Bank shall require for accomplishing the Aircraft. (f) No provisions purposes 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 as set forth in Section 20.2 and the Lessee agrees to give the Lessor prior written notice of any relocation of said chief executive office or chief place of business from its present location.Lease;

Representations of Lessee. Section 2.01 Lessee covenants, represents, makes the following representations and warrants warranties to induce Lessor thatto enter into this Lease: (a) Lessee is a corporation limited partnership duly organizedformed, validly existing and in good standing under the laws of the State of OhioTennessee, is qualified to do business in each jurisdiction in which such qualification to do business is necessary in order for Lessee to 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 full power and authority to carry on its business enter into this Agreement and to enter into perform all obligations contained herein and perform therein, and has, by proper action, been duly authorized to execute and deliver this Lease and, when executed and delivered by the parties thereto, this Lease will constitute the valid and binding obligation of Lessee enforceable in accordance with its obligation under this Leaseterms. (b) This Lease has been duly authorized by all necessary corporate action, if any, on the part of Lessee, does not require any stockholder approval or other approval or consent, and neither Neither the execution and delivery thereof by Lessee of this Lease, nor the consummation of the transaction transactions contemplated hereby herein by Xxxxxx, nor the fulfillment of or compliance by Lessee with any of the terms and provisions hereof nor the operation conditions of the Aircraft by Lessee this Lease, does or will contravene any law, judgment, governmental rule, regulation or order applicable to or finding on Lessee, or contravene conflict with or result in any a breach ofof the terms, conditions or constitute any default under, or result in the creation provisions of any Lien, charge restriction or encumbrance (other than is permitted hereunder) upon any property internal governing document of Lessee under or any agreement or instrument to which Lessee is now a party or by which it is bound, or any existing law, rule, regulation, judgment, order or decree to which it is subject, or constitutes a default under any of the foregoing or, except as contemplated hereby, results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Lessee under the terms of any instrument or its properties may be bound or affectedagreement. (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 proceedings pending, or threatened actions to the knowledge of Lessee threatened, against or proceedings affecting Lessee in any court or before any court governmental authority, arbitration board or tribunal which involve the possibility of administrative agency which might materially and adversely affect affecting the properties, business, prospects, profits or condition (financial condition, business or operation otherwise) of Lessee, or the ability of Lessee to perform its obligations under this Lease Lease. Lessee is not in default with respect to an order of any court, governmental authority, arbitration board or might adversely affect or impair title to the Aircrafttribunal. (fd) No provisions event has occurred and no condition exists with respect to Lessee that would constitute an Event of Default under this Agreement are prohibitedLease, unlawful as defined in Article XIII, or unenforceable under federalwhich, state with the lapse of time or local laws and there is no existing lawwith the giving of notice, decree or doctrine of lawboth, which would limit the exercise by Lessor of the remedies under Section 13 hereof in the become such an Event of Default. (ge) The chief executive office To the knowledge of Lessee, and in reliance upon, and except as disclosed in, an independent third-party report obtained by Lessee, there are no substances, materials, wastes, pollutants or chief place of business (as either contaminants located on the Leased Property that are regulated under any environmental law or regulation except those materials and substances that are maintained in compliance with such laws and regulations, and Lessee shall not permit material quantities of such terms is used substances, materials, wastes, pollutants or contaminants to exist on the Leased Property during the Term of this Lease except in Article 9 of the Uniform Commercial Code) of the Lessee is as set forth in Section 20.2 compliance with such laws and the Lessee agrees to give the Lessor prior written notice of any relocation of said chief executive office or chief place of business from its present locationregulations.

Representations of Lessee. Lessee covenants, represents, Xxxxxx makes the following representations and warrants warranties to induce Lessor that: (a) to enter into this Lease: Lessee is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of the State of Ohio, is Delaware and qualified to do business in each jurisdiction in which such qualification to do business is necessary in order for Lessee to carry on its business and to perform its obligations hereunderthe State of Tennessee, and is in good standing under the laws of each jurisdiction in which it is so qualified and has the corporate full power and authority to carry on its business enter into this Agreement and to enter into perform all obligations contained herein and perform its obligation under this Lease. (b) This Lease has therein, and has, by proper action, been duly authorized to execute and deliver this Lease and, when executed and delivered by all necessary corporate actionthe parties thereto, if any, on this Lease will constitute the part valid and binding obligation of Lessee, does not require any stockholder approval or other approval or consent, and neither Lessee enforceable in accordance with its terms. Neither the execution and delivery thereof by Lessee of this Lease, nor the consummation of the transaction transactions contemplated hereby herein by Xxxxxx, nor the fulfillment of or compliance by Lessee with any of the terms and provisions hereof nor the operation conditions of the Aircraft by Lessee this Lease, does or will contravene any law, judgment, governmental rule, regulation or order applicable to or finding on Lessee, or contravene conflict with or result in any a breach ofof the terms, conditions or constitute any default under, or result in the creation provisions of any Lien, charge restriction or encumbrance (other than is permitted hereunder) upon any property internal governing document of Lessee under or any agreement or instrument to which Lessee is now a party or by which Lessee it is bound, or its properties may be bound any existing law, rule, regulation, judgment, order or affected. (c) Neither the executiondecree to which it is subject, delivery, and performance by Lessee of this Lease nor the consummation of or constitutes a default under 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, foregoing 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 contemplated hereby, results in the creation or imposition of any bankruptcylien, insolvency, reorganization, charge or other similar laws encumbrance whatsoever upon any of general application affecting the enforcement property or assets of creditor Lessee under the terms of any instrument or Lessor rights. (e) agreement. There are no pending proceedings pending, or threatened actions to the knowledge of Lessee threatened, against or proceedings affecting Lessee in any court or before any court governmental authority, arbitration board or tribunal which involve the possibility of administrative agency which might materially and adversely affect affecting the properties, business, prospects, profits or condition (financial condition, business or operation otherwise) of Lessee, or the ability of Lessee to perform its obligations under this Lease Lease. Lessee is not in default with respect to an order of any court, governmental authority, arbitration board or might adversely affect tribunal. No event has occurred and no condition exists with respect to Lessee that would constitute an Event of Default under this Lease, as defined in Article XIII, or impair title to which, with the Aircraft. (f) No provisions lapse of this Agreement are prohibitedtime or with the giving of notice, unlawful or unenforceable under federalboth, 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 become such an 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 as set forth in Section 20.2 and the Lessee agrees to give the Lessor prior written notice of any relocation of said chief executive office or chief place of business from its present location.