Representations of Operator. In order to induce Owner to enter into this Agreement, Operator does hereby make the following representations and warranties:
(a) this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of Operator enforceable in accordance with the terms hereof; and
(b) neither the consummation of the transactions contemplated by this Agreement on the part of Operator or to be performed, nor the fulfillment of the terms, conditions and provisions of this Agreement, conflicts with or will result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement, indenture, instrument or undertaking to which Operator is a party or by which it is bound.
(c) there is no claim, litigation, proceeding or governmental investigation pending, or as far as is known to Operator threatened, against or relating to Operator, the properties or business of Operator or the transactions contemplated by this Agreement which does, or may reasonably be expected to, materially and adversely affect the ability of Operator to enter into this Agreement or to carry out its obligations hereunder, and there is no basis for any such claim, litigation, proceedings or governmental investigation, except as has been fully disclosed in writing to Operator;
Representations of Operator. The Operator represents and warrants to Northampton County that:
(a) It is the owner and operator of the Operator’s Facility and is permitted as such by DEP or the appropriate state regulatory agency.
(b) It is a corporation duly organized and existing in good standing under the laws of
(c) It has the full power and legal right to enter into and perform this Agreement and all other agreements or instruments which it may enter into under any provision of this Agreement.
(d) This Agreement and each other agreement or instrument entered into pursuant to this Agreement, when entered into, will have been duly authorized, executed by and delivered by the Operator, and will constitute a legal, valid and binding obligation.
(e) The execution, delivery and performance hereof by the Operator: (i) has the requisite approval of all governmental bodies; (ii) will not violate any judgment, order, law or regulation applicable to the Operator; and (iii) does not (a) conflict with, (b) constitute a default under, or
Representations of Operator. The Operator represents and warrants to the 5-County Region that:
(a) It is the owner and operator of the Operator’s Facility and is permitted as such by DEP or the appropriate state regulatory agency.
(b) It is a corporation duly organized and existing in good standing under the laws of
(c) It has the full power and legal right to enter into and perform this Agreement and all other agreements or instruments which it may enter into under any provision of this Agreement.
(d) This Agreement and each other agreement or instrument entered into pursuant to this Agreement, when entered into, will have been duly authorized, executed by and delivered by the Operator, and will constitute a legal, valid and binding obligation.
(e) The execution, delivery and performance hereof by the Operator: (i) has the requisite approval of all governmental bodies; (ii) will not violate any judgment, order, law or regulation applicable to the Operator; and (iii) does not (a) conflict with, (b) constitute a default under, or (c) except as specifically created hereby, result in the creation of any lien, charge, encumbrance or security interest upon any assets of the Operator under any agreement or instrument to which the Operator is party or by which the Operator or its assets may be bound or affected.
(f) This Agreement has been duly authorized, executed and delivered by the Operator, and constitutes a legal, valid and binding obligation of the Operator, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally, or by general equitable principles concerning remedies.
(g) There is no litigation or proceeding pending or, to the knowledge of the Operator, threatened against or affecting the Operator: (i) challenging the validity of this Agreement; (ii) seeking to enjoin the performance by the Operator of its obligations under this Agreement; or (iii) which, if adversely determined, would materially adversely affect the ability of the Operator to perform its obligation under this Agreement.
(h) Except as disclosed on the Submittal Form for Municipal Waste Processing/ Disposal Capacity and Integrated Waste and Recyclables Management Program Support services contained in the 5-County Region’s Solicitation of Interest, attached hereto and incorporated herein by reference, the Operator is not a subsidiary of any parent.
Representations of Operator. Operator hereby makes the following representations and warranties, each of which is material and being relied upon by City, is true in all respects as of the date of this Agreement, and shall survive the expiration or termination of the Agreement. Operator shall re-certify such representations to City periodically, upon City’s written request.
14.36.1 Operator is duly organized, validly existing and in good standing under the laws of the state of its organization, and is qualified to do business in the state of California, and the persons executing this Agreement on behalf of Operator have the full right and authority to execute this Agreement on behalf of Operator and to bind Operator without the consent or approval of any other person or entity. Operator has full power, capacity, authority and legal right to execute and deliver this Agreement and to perform all of its obligations hereunder. This Agreement is a legal, valid and binding obligation of Operator, enforceable in accordance with its terms.
14.36.2 Operator represents as of the date of this Agreement that the representations, warranties, covenants and assurances of Operator contained in Operator’s proposal and in any financial statement or other materials provided by Operator are true, correct and complete, and shall be deemed restated in full in this Agreement.
Representations of Operator. Operator hereby represents and warrants to MTC 10.10.1Operator is a limited liability company, validly existing and in good standing under the laws of the State of Delaware, and it is duly authorized to do business in the State of California; and
Representations of Operator. Operator represents and warrants to Owner that as of the date hereof:
(a) it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all power and authority necessary to enter into and perform its obligations under this Agreement;
(b) it is qualified as a foreign limited liability company in the State where Facility is located;
(c) it has personnel available to it with the expertise in connection with the management of a refinery sufficient for it to perform its obligations under this Agreement in a manner consistent with Good Refinery Industry Operating Practices;
(d) this Agreement has been duly authorized, executed and delivered by Operator and, subject to due execution and delivery by Owner, this Agreement will be enforceable against Operator in accordance with its terms, and does not constitute an default under any other agreement to which Operator is a party, nor does it violate any provision of any law, rule, regulation, order, judgment, decree, determination, or award presently in effect having applicability to Operator;
(e) it has all necessary Applicable Permits required to perform its obligations hereunder, except for applicable permits Owner or the Facility is required to obtain or Applicable Permits that Operator, would in the ordinary course, not be expected or required to obtain until a later date; and
(f) there are no actions, suits, or proceedings pending or, to its knowledge, threatened against it in any court or before any Governmental Instrumentality, or any arbitrator, in which there is a reasonable possibility of an adverse decision which could materially and adversely affect its ability to perform Operator’s obligations under this Agreement.
Representations of Operator. Operator hereby represents and warrants to MTC that:
Representations of Operator. (a) Authorization. Operator represents to Lender that Operator has ------------- the right and power, and has taken all necessary action to authorize it, to execute and deliver this First Amendment and to perform the Assignment, as amended by this First Amendment, in accordance with its terms. This First Amendment has been duly executed and delivered by the duly authorized officers of Operator, and each of this First Amendment and the Assignment, as amended by this First Amendment, is a legal, valid and binding obligation of Operator enforceable against Operator in accordance with its terms.
Representations of Operator. Operator, to the best of Operator's knowledge at the time of executing this Agreement, represents and warrants to and for the benefit of City with the intent that City will rely thereon for purposes of entering into this Agreement, as follows:
Representations of Operator
