Representations of Lessor. Lessor represents and warrants to Lessee that Lessor has the full power and authority to enter into this Amendment.
Representations of Lessor. Lessor represents and warrants that:
(a) It has the right, power and authority to enter into and perform its obligations under this Agreement, and the execution and delivery of this Agreement by Lessor have been duly authorized by all necessary action on the part of Lessor. This Agreement constitutes a legal, valid and binding obligation of Lessor, enforceable in accordance with its terms.
(b) It is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has all necessary power and authority under applicable law and its organizational documents to own or lease its properties and to carry on its business as presently conducted.
(c) It is a “citizen of the “United States” as defined in Article 40102(a)(15) of Xxxxx 00, Xxxxxx Xxxxxx Code.
Representations of Lessor. The Lessor makes the following representations and warranties to Lessee: Lessor is duly organized as a Virginia limited liability company under the laws of the Commonwealth of Virginia and has the power and authority to enter into the transactions contemplated by this Lease, including without limitation, the purchase options, and to carry out its obligations hereunder and by proper action has duly authorized the execution and delivery of, and the performance under, this Lease. Lessor further represents, warrants and covenants to Lessee that (a) the Land and the Additional Land (as hereinafter defined) is presently properly subdivided in conformity with all applicable laws, covenants or restrictions of record, building codes, regulations and ordinances applicable to the Premises ("Laws") and zoned so as to permit access to the occupancy and operation of the demised Premises and the Additional Land for Lessee's intended use as a warehouse/office/distribution facility; (b) there are no title matters and no rights of any third parties which will or may prevent, hinder or restrict Lessee's intended uses or occupancy of the demised Premises and/or the Additional Land and Lessor owns fee simple title to the Premises and Additional Land free and clear of all liens and encumbrances, except those items disclosed in that certain Commitment for Title Insurance and endorsement thereto issued by Xxxxxxx Title Guaranty Company under Commitment Number DST-190199 ("Permitted Encumbrances"), and has not entered into any other leases, options, unrecorded contracts to acquire or lease or any similar or related agreements or instruments related to the Premises and/or Additional Land; (c) Lessor shall not take any future actions or omissions with respect to the Premises or Additional Land, including without limitation, any actions which affect title and/or zoning of the Premises or Additional Land which will interfere with, prohibit, restrict or adversely affect Lessee's permitted use of or access to the Premises or Additional Land; (d) there are no judicial, quasi-judicial, administrative or other orders, injunctions, moratoria, or pending or threatened proceedings against Lessor or the Land or Additional Land which preclude or interfere with or would preclude or interfere with, the occupancy and use of the demised Premises or Additional Land for Lessee's intended uses; (e) Lessor has received no written notice of violation of any federal, state, county or municipal or other g...
Representations of Lessor. Lessor represents (1) that it is a corporation organized and existing in good standing under the laws of the State of Ohio and has the corporate power and authority to carry on its business and to perform all of its obligations hereunder and (2) that this Sublease has been duly authorized and executed by Lessor and that the execution, delivery and performance of this Sublease by Lessor does not violate any law or agreement applicable to Lessor or result in the creation of any lien, charge or encumbrance on Lessor’s property. Initials: ABX:__________ DHL:__________
Representations of Lessor. The Bank, in its individual capacity and not as Lessor (except to the extent specifically provided for below), represents and warrants to each of the other parties hereto as follows:
Representations of Lessor. Lessor represents and warrants that:
a. Lessor is the owner of the Leased Property and has the right to make this Lease.
b. Lessee, on paying the rent herein reserved and upon performing all of the terms and conditions of this Lease on its part to be performed, shall at all times during the term herein demised peacefully and quietly have, hold and enjoy the Leased Property.
Representations of Lessor. As a material inducement to Lessee to enter into this Lease, Lessor represents to the best of its knowledge and warrants to Lessee that: (i) Lessor and the party executing this Lease on behalf of Lessor are fully and properly authorized to execute and enter into this Lease on behalf of Lessor and to deliver this Lease to Lessee; (ii) this Lease constitutes a valid and binding obligation of Lessor, enforceable against Lessor in accordance with the terms of this Lease; (iii) each entity comprising Lessor is duly organized, validly existing and in good standing under the laws of the state of its organization and has full power and authority to enter into this Lease, to perform Lessor’s obligations under this Lease in accordance with the terms of this Lease, and to transact business in the State of Florida; and (iv) the execution of this Lease by the individual or individuals executing this Lease on behalf of Lessor, and the performance by Lessor of Lessor’s obligations under this Lease, have been duly authorized and approved by all necessary entity action and the execution, delivery anti performance of this Lease by Lessor is not in conflict with Lessor’s governing documents or other charters, agreements, rules or regulations governing Lessor’s businesses, as any of the foregoing may have been supplemented or amended in any manner.
Representations of Lessor. The Lessor makes the following representations as the basis for its undertakings hereunder: Lessor is duly organized as a Virginia general partnership under the laws of the Commonwealth of Virginia and has the power and authority to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder and by proper action has duly authorized the execution and delivery of, and the performance under, this Lease Agreement.
Representations of Lessor. 18.01 LESSOR represents and warrants that it is a corporation duly organized and existing in good standing under the laws of the State of Texas and has the corporate power to own its properties and to carry on its business as now conducted. No proceeding is pending or threatened involving the corporation.
18.02 LESSOR represents and warrants that the Board of Directors of Kiboga Systems, Inc. has approved this Agreement and has authorized it President and CEO, Garx X. Xxxxxx, xo execute this Agreement for and in behalf of the Corporation.
18.03 LESSOR represents and warrants that it owns or has contractual rights in certain large scale and extensive network data mining, data acquisition, and data distribution software and intellectual property as well as having adequate contract rights in patents, copyrights, licenses, trade secrets, trademarks, formulas, design rights, and other intangible assets necessary to conduct the Kiboga Business as it is expected to be conducted by LESSEE.
18.04 LESSOR represents and warrants that this intellectual property has been developed for and that LESSOR has contractual rights to software for the purposes of, for the applications of, and for the use of city, county, state, regional, national, and international government law enforcement authorities and agencies; police security and surveillance authorities; intelligence agencies and authorities; and state, national, and international military agencies, departments and authorities; and for commercial and business customers.
18.05 LESSOR represents and warrants that one specific asset not covered by this Agreement is the software and related products developed for commercial and business customers by LESSOR and Elagent Corporation, which technology and products will be marketed to commercial and business customers rather than to defense, military, law enforcement, and intelligence customers, and LESSEE understands that it will have no obligations and will receive no benefits, fees, or revenue from the OEM Agreement and the Technical and Marketing Agreement between LESSOR and Elagent Corporation covering the licensing of certain software to LESSOR and the joint marketing efforts of LESSOR and Elagent Corporation as they relate to the marketing of this technology and products to commercial and business customers unless Elagent Corporation is merged with or acquired by GreyStone or Kiboga assigns to GreyStone in a subsequent written agreement its rights in said OEM Agreement an...
Representations of Lessor. Effective as of the date of execution hereof, as of the Closing Date and as of each Funding Date Lessor represents and warrants to each of the other parties hereto as follows:
