Representations of the Lessor. Effective as of the date of execution hereof, as of each Closing Date and as of each Funding Date, in each case, with respect to each of the Leased Properties, the Lessor represents and warrants to the Agent, the Lenders and the Lessees as follows:
Representations of the Lessor. The Lessor represents and warrants to each of the other parties hereto as follows:
Representations of the Lessor. The Lessor represents and warrants to the Lessee that:
Representations of the Lessor. 6 6.2. Representations of Lessee............................................... 7 6.3. Representations of the Lessee with Respect to the Advance............... 9
Representations of the Lessor. Effective as of the date hereof, the Lessor represents and warrants to the Agent, the Lenders, and the Lessee as follows:
Representations of the Lessor. The Lessor represents and warrants ----------------------------- to the Lessee that:
Representations of the Lessor. The Lessor warrants and represents to the other parties hereto that:
(a) The Lessor is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Operative Documents to which it is a party.
(b) The Operative Documents to which it is, or will be, a party have been duly authorized by all requisite corporate action, have been duly executed and delivered by the Lessor, and constitute, and each other Operative Document to which the Lessor is a party when executed and delivered by the Lessor will constitute, the valid and binding obligations of the Lessor enforceable against the Lessor in accordance with the respective terms thereof, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(c) Neither the execution and delivery of the Operative Documents, the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions thereof will require consent, approval, authorization, filing, registration or qualification under or conflict with or violate any Applicable Law applicable to the Lessor or any of its property, except as contemplated by the Operative Documents. The execution, delivery and performance of its obligations under the Operative Documents to which it is a party do not violate any provisions of the Lessor’s articles of incorporation or regulations.
(d) There are no Lessor Liens attributable to the Lessor on the Collateral, the Property or any part thereof. Tandem Health Care of Ohio, Inc. Participation Agreement
(e) The Lessor is not and will not be funding its Lessor Amounts hereunder with the assets of an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA, or “plan” (as defined in Section 4975(c)(1) of the Code).
(f) The Lessor is participating in the Transactions for its own account and not with a view toward redistribution; provided that disposition of its rights hereunder shall remain in its control and the foregoing shall not affect the ability of the Lessor to assign, transfer or sell participations in its rights in accordance with th...
Representations of the Lessor. Effective as of the ----------------------------- date of execution hereof and as of the Closing Date, the Lessor represents and warrants to the Agent, the Lender and the Lessee as follows:
Representations of the Lessor. 4.1 The Lessor represents and warrants to the Lessee that it (i) enjoys right, title and interest in the Land by virtue of a Lease cum Sale Agreement executed between the Lessor and the KIADB; (ii) is the sole, absolute, registered and beneficial owner of the Land, Building and the Premises; (iii) shall have valid effective title to the Land, Building and Premises; (iv) enjoys the uninterrupted, quiet, peaceful, physical, vacant and legal possession of the Land; and (v) shall enjoy the uninterrupted, quiet, peaceful, physical, vacant and legal possession of the Building and the Premises without any interference whatsoever from any third party;
4.2 The Lessor represents and warrants to the Lessee that it shall obtain all permissions necessary for the occupation and use of the Building and the Premises by the Lessee and the Building and the Premises may be legally used and occupied by the Lessee on or before the Lease Commencement Date;
4.3 The Lessor represents and warrants to the Lessee that the Building and the Premises will be constructed in accordance with the Specifications, the Drawings and the plan sanctioned by the concerned municipal and governmental authorities;
4.4 The Lessor represents and warrants to the Lessee that there are no claims, actions, litigations, arbitrations, land acquisition proceedings, garnishee or other proceedings relating to the Land or the transactions contemplated hereunder;
4.5 The Lessor represents and warrants to the Lessee that it does not have any liability for any taxes, or any interest or penalty in respect thereof, of any nature that may become a lien against the Land. The Lessor agrees to indemnify the Lessee and save, defend and hold the Lessee harmless from and in respect of any Loss resulting from or related to the non-payment of any such taxes and applicable governmental levies, provided that nothing in this clause shall prevent the Lessor from securing project finance by mortgaging the Land and the Building to any financial institution. The Lessor shall ensure that the rights of the Lessee shall not be derogated from or prejudiced in any manner whatsoever by the securing of such project finance;
4.6 The Lessor represents and warrants to the Lessee that it has authorised Xx. X. X. Xxxxxxxxxxx vide a resolution of its Board of Directors dated November 15, 2004, to enter into this Agreement and has obtained all applicable approvals and permissions to execute this Agreement; and
4.7 The Lessor agrees to indemnify ...
Representations of the Lessor. Effective as of the date of ----------------------------- execution hereof, as of the Closing Date and as of each Funding Date, the Lessor represents and warrants to the Agent, the Lenders and the Lessee as follows:
