Representations, Warranties and Covenants of Tenant. (a) Tenant represents, warrants and covenants that it is now in a solvent condition; that no bankruptcy or insolvency proceedings are pending or contemplated by or against Tenant or any guarantor of Tenant's obligations under this Lease; that all reports, statements and other data furnished by Tenant to Landlord in connection with this Lease are true and correct in all material respects; that the execution and delivery of this Lease by Tenant does not contravene, result in a breach of, or constitute a default under any contract or agreement to which Tenant is a party or by which Tenant may be bound and does not violate or contravene any law, order, decree, rule or regulation to which Tenant is subject; and that there are no judicial or administrative actions, suits, or proceedings pending or threatened against or affecting Tenant or any guarantor of Tenant's obligations under this lease. If Tenant is a corporation, limited liability company or partnership, each of the persons executing this lease on behalf of Tenant represents and warrants that Tenant is duly organized and existing, is qualified to do business in the state in which the Leased Premises are located, has full right and authority to enter into this Lease, that the persons signing on behalf of Tenant are authorized to do so by appropriate corporate, company or partnership action and that the terms, conditions and covenants in this Lease are enforceable against Tenant. If Tenant is a corporation, limited liability company or partnership, Tenant, upon Landlord's request, will deliver evidence satisfactory to Landlord that the execution and delivery of this Lease has been duly authorized and properly executed.
Representations, Warranties and Covenants of Tenant. Tenant represents, warrants and covenants to Landlord that:
(a) Tenant is a Missouri corporation duly organized and in good standing in the state of its incorporation, which has duly qualified as a foreign corporation in the State of Pennsylvania. Tenant is a wholly-owned subsidiary of Peak Resorts, Inc., a Missouri corporation. Tenant has the legal power, right and authority to enter into this Lease and the instruments to be executed by Tenant pursuant to this Lease, and to consummate the transactions contemplated hereby.
(b) BBJF LQ, Inc. is a Pennsylvania corporation duly organized and in good standing in the state of its incorporation. BBJF LQ, Inc. is a wholly-owned subsidiary of Tenant. Tenant has the legal power, right and authority to enter into this Lease and the instruments to be executed by Tenant pursuant to this Lease, and to consummate the transactions contemplated hereby.
(c) All requisite action has been taken by Tenant in connection with Tenant’s execution of this Lease and the instruments to be executed by Tenant pursuant to this Lease, and the consummation of the transactions contemplated hereby.
(d) The individuals executing this Lease and the instruments to be executed by Tenant pursuant to this Lease on behalf of Tenant have the legal power, right and actual authority to bind Tenant to the terms and conditions of this Lease and such instruments.
Representations, Warranties and Covenants of Tenant. Tenant hereby represents, warrants and covenants to Landlord as follows:
Representations, Warranties and Covenants of Tenant. Tenant represents, warrants and covenants to Landlord that:
(a) Tenant is a Missouri corporation duly organized and in good standing in the state of its incorporation, which has duly qualified as a foreign corporation in the State of New Hampshire. Tenant is a wholly-owned subsidiary of Peak Resorts, Inc., a Missouri corporation. Tenant has the legal power, right and authority to enter into this Lease and the instruments to be executed by Tenant pursuant to this Lease, and to consummate the transactions contemplated hereby.
(b) All requisite action has been taken by Tenant in connection with Tenant’s execution of this Lease and the instruments to be executed by Tenant pursuant to this Lease, and the consummation of the transactions contemplated hereby,
(c) The individuals executing this Lease and the instruments to be executed by Tenant pursuant to this Lease on behalf of Tenant have the legal power, right and actual authority to bind Tenant to the terms and conditions of this Lease and such instruments.
Representations, Warranties and Covenants of Tenant. Tenant, in order to induce Lender to enter into this Agreement, hereby affirms that:
(a) the Lease is in full force and effect and has not been modified or amended;
(b) to the best of Tenant’s knowledge, Landlord is not in default in performance of any of Landlord’s obligations under the Lease;
(c) to the best of Tenant’s knowledge, Tenant has no present right of offset against any rent due or to become due under the Lease;
(d) Tenant will not materially amend or modify the Lease without the prior written consent of Lender which consent shall not be unreasonably withheld or delayed; and
(e) upon the occurrence of an Event of Default under the Security Instrument, Lender may, at its option but without obligation, notify Tenant in writing of the occurrence of such Event of Default and direct Tenant to make all future payments of the rents, issues and profits and any other sums due under the Lease (“Rent Payments”) directly to Lender or its assignee (the “Default Notice”). Landlord hereby directs Tenant, and Tenant hereby agrees, to make all Rent Payments directly to Lender or assignee following Tenant’s receipt of a Default Notice. The parties hereto hereby agree that Tenant shall have no obligation to determine the accuracy of the statements set forth in a Default Notice and Tenant shall be permitted to rely on correctness of the statements contained in a Default Notice without further inquiry.
Representations, Warranties and Covenants of Tenant. TENANT hereby unconditionally warrants, represents and covenants to CITY as follows:
(a) TENANT (i) is a New York general partnership, duly organized and validly existing under the laws of the State of New York and (ii) has all requisite power and governmental certificates of authority, licenses, permits, qualifications and documentation to own, lease and operate its properties as now being conducted.
(b) The execution, delivery and performance by TENANT of this Agreement (i) are within TENANT's powers and have been duly authorized by TENANT's general partners, (ii) have received all (if any) requisite prior governmental approval in order to be legally binding and enforceable in accordance with its terms against TENANT and (iii) will not violate, be in conflict with, result in a breach of or constitute a default under, any legal requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of TENANT's assets.
(c) To the best of TENANT's knowledge, all information, reports, papers and data given to CITY with respect to TENANT are accurate, complete and correct in all material respects and do not omit any fact, the inclusion of which is necessary to prevent the facts contained therein from being materially misleading.
(d) TENANT hereby covenants and agrees with CITY that it will take all actions as may be necessary to fulfill TENANT's obligations to WAAC under the Development Agreement.
(e) TENANT hereby agrees and covenants to recognize the rights and privileges of CITY under this Agreement regardless of whether CITY's possessory rights in and to the Amphitheater Site are claimed under the Lease Purchase Agreement or under its fee simple interest in the Amphitheater Site.
Representations, Warranties and Covenants of Tenant. Tenant represents, warrants, and covenants that:
(a) Except for the Denali Sublease, Tenant has not previously assigned, sublet, transferred or conveyed any portion of its interest in the Lease, or assigned or transferred any claim, demand, obligation, liability, action or cause of action arising out of or under the Lease, and Tenant further covenants not to do so prior to the Termination Date.
(b) All rights of Tenant to possess or occupy the Premises are and shall be terminated as of the Termination Date, and Tenant covenants to surrender the Premises to Landlord free of any rights of occupancy created or granted by Tenant, other than the rights of Denali pursuant to the Denali Sublease.
(c) Except for the rights of Landlord and its lenders, if any, nothing has been or will be done or suffered by Tenant whereby any alterations, decorations, installations, additions or improvements in and to the Premises or any part thereof, have been or will be encumbered in any way whatsoever, and that Tenant owns and will have good right to surrender the same.
(d) Tenant did not use, manufacture, store, or dispose of on the Premises any hazardous or controlled substances or wastes which are regulated by any state, local or federal laws or ordinances and to the best of Tenant’s knowledge, no such hazardous or controlled substances or wastes have been spilled or otherwise disposed of on the Premises during the term of this Lease.
(e) Tenant has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy, suffered the filing of any involuntary petition in bankruptcy, suffered the appointment of a receiver, or admitted in writing its inability to pay its debts as they become due; and Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Agreement and ending on the date which is 91 days after Landlord’s receipt of cleared payment of the entire Termination Fee.
(f) Tenant has full power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by Tenant have been duly and validly authorized by all necessary action on the part of Tenant and all required consents and approvals have been duly obtained; and the person or persons executing this Agreement on behalf of Tenant are authorized to do so.
Representations, Warranties and Covenants of Tenant. Tenant acknowledges and agrees that the representations and warranties of Tenant contained in this Section 3.1 constitute a material inducement to Landlord to enter into this Agreement and the transactions contemplated hereby, and that without the inclusion of this Section 3.1, Landlord would not have entered into this Agreement. In this regard, Xxxxxx represents and warrants to Landlord that each of the following is true and correct on the date hereof and on the Termination Date:
Representations, Warranties and Covenants of Tenant. As an inducement to Landlord to enter into and to proceed under this Lease, Tenant warrants and represents to Landlord, as follows, which warranties, representations and covenants are true and correct as of the Effective Date, to the best knowledge of Tenant:
8.2.1 Tenant is duly organized or registered, as applicable, and validly existing and in good standing in the jurisdiction of its formation, and is duly registered to do business in every jurisdiction where such registration is necessary;
8.2.2 Tenant has taken all requisite limited liability company or other action to approve the execution, delivery, and performance of this Lease;
8.2.3 Tenant has the right, power and authority to enter into this Lease and the right, power and authority to comply with the terms, obligations, provisions and conditions contained in this Lease; and
8.2.4 The entry by Tenant into this Lease and the performance of all of the terms, provisions and conditions contained herein will not, or with the giving of notice or the passage of time, or both, would not, violate or cause a breach or default under any or Tenant’s organizational documents, or any other agreements to which Tenant is a party or by which it is bound.
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