REPRESENTATIONS, WARRANTIES AND COVENANTS OF OWNER. As of the date hereof and on each date on which a Mortgage Loan Package becomes subject to the terms of this Agreement, the Owner warrants and represents to, and covenants and agrees with, the Servicer as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF OWNER. As of the date of this Agreement, the Owner warrants and represents to, and covenants and agrees with, the Servicer as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF OWNER. The Owner hereby represents and warrants as of the applicable Effective Date with respect to each Mortgage loan, and covenants to the Servicer that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF OWNER. Section 9.01 Organization and Good Standing; Licensing..................... Section 9.02
REPRESENTATIONS, WARRANTIES AND COVENANTS OF OWNER. Participant. -----------
REPRESENTATIONS, WARRANTIES AND COVENANTS OF OWNER. Section 9.01 Organization and Good Standing; Licensing. 47 Section 9.02 Authorization; Binding Obligations. 47 Section 9.03 No Consent Required. 47 Section 9.04 No Violations. 47 Section 9.05 Litigation. 48 Section 9.06 Ownership. Section 9.07 Service Contracts. 48 Section 9.08 Accuracy.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF OWNER. Owner agrees, represents, covenants, and warrants as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF OWNER. Owner hereby represents, warrants and covenants to HES that:
(a) Owner is a Limited Liability Company duly organized, validly existing and in good standing under the Applicable Laws of Iowa and is qualified to do business in Iowa;
(b) Owner is not in violation of any Applicable Law promulgated or judgment entered by any Governmental Authority that would affect its ability to perform any obligations under this CCA, and there are no legal, arbitration, administrative proceedings or any other proceeding or investigation by or before any Governmental Authority, now pending or (to the best of its knowledge) threatened against it which, if adversely determined, could reasonably be expected to have a material adverse effect on Owner’s ability to perform under this CCA;
(c) Owner is the legal owner of or has the legal right to use all processes, concepts, designs, software and technology used in creating the Facility where such information or knowledge is or could be protected by intellectual property law (“Intellectual Property”). In such instances where Owner licenses or leases Intellectual Property (“Owner Licensed Intellectual Property”) from a third party, Owner can and will provide proof from the true owner that Owner is permitted to use such Owner Licensed Intellectual Property. Except for Owner Licensed Intellectual Property to which Owner has a right solely by way of a non-negotiated, or shrink wrap, license, Owner shall disclose the use of all Owner Licensed Intellectual Property and the name of the owner thereof including contact information. In the event that a court of competent jurisdiction makes a final, non-appealable judgment or upon a judgment becoming non-appealable by lapse of time, that a third party has superior rights over those of Owner to all or part of the Intellectual Property, Owner shall have the option, at its sole expense, to either (i) provide an alternative process, concept, design, software or technology without materially degrading the economics or performance of the Facility, or (ii) acquire the right to continue using the Intellectual Property owned by such third party under the same conditions as provided in this Agreement. In the event Owner is unable or unwilling to provide either alternative of (i) or (ii) hereof within sixty (60) days following entry of such judgment or such judgment becoming non-appealable, then HES shall, along with all its other rights under local, State and Federal Law, have the right to terminate this...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF OWNER. Owner represents, warrants, and covenants that:
(a) Owner is legally qualified, empowered, and authorized to enter into this Agreement, and that the execution, delivery and performance hereof shall not constitute a breach or violation of any agreement, contract or other obligation to which Owner is subject or by which Owner is bound.
(b) Owner is now, and for so long as this Agreement shall be in effect, will be the holder of the FCC Licenses necessary for the operation of WPTZ and WNNE as then being operated.
(c) Owner does not know of any current or prospective governmental investigation having a material adverse effect on the Stations, their properties or business.
(d) As of this date, Owner does not know of any facts which would cause the Commission to refuse to renew the FCC Licenses.
(e) Owner shall not take any action or omit to take any action which would have a materially adverse impact upon Owner, the Assets, the Stations or upon Owner's ability to perform this Agreement.
(f) This Agreement constitutes the legal, valid and binding obligation of Owner, enforceable in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors' rights and remedies generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
REPRESENTATIONS, WARRANTIES AND COVENANTS OF OWNER. (a) Owner represents and warrants and covenants to Manager that (i) it shall not make any agreement, commitment, grant or assignment, or do, or omit to do, any act or thing, that could or might interfere or impair the enjoyment by Manager of the rights granted hereunder, (ii) the Hotel Management Agreement is in full force and effect, (iii) to Owner’s knowledge, neither Owner or Hotel Operator is in material default of any obligations under the Hotel Management Agreement, and (iv) this Agreement is consistent with the requirements of the Hotel Management Agreement and with loan covenants pertaining to any financing affecting the Hotel.
(b) Owner agrees, represents and warrants to Manager that it (i) shall not directly or indirectly use the Manager Trademarks, the Manager Proprietary Information, or any depiction of any of the Concepts in a manner which could reasonably be construed to materially and adversely affect the goodwill, reputation, value or integrity associated therewith, or in any manner other than in accordance with the terms hereof and any and all uses shall bear such registration or other symbols as may be mutually agreed by Manager and Owner, and (ii) shall not directly or indirectly adopt or use any trademark, symbol or device which includes or is confusingly similar to, or is a simulation or colorable imitation of any of the Manager Trademarks or unfairly competes with the Manager Trademarks, or apply to register the Manager Trademarks nor any marks so nearly resembling them as to be like, to deceive or cause confusion in any part of the world. Owner acknowledges that Manager’s IP Affiliate is and shall be the exclusive owner of all right, title and interest in and to the Manager Trademarks and the associated goodwill, and Owner (for itself and its Affiliates) will take no action to infringe or cause infringement or otherwise act in derogation of Manager’s or Manager’s IP Affiliate’s or other Affiliates’ rights relative to the Manager Trademarks.
