Sublessor Representations, Warranties and Covenants Sample Clauses

Sublessor Representations, Warranties and Covenants. The Sublessor represents, warrants and covenants as follows: (a) The Sublessor is a California nonprofit public benefit corporation duly organized and validly existing pursuant to the laws of the State of California and has all necessary power and authority to adopt the Sublessor Resolution and enter into and perform its duties under this Sublease, the Site Lease and the Assignment Agreement, the Sublessor Resolution has been adopted and has not been rescinded, and this Sublease, the Site Lease and the Assignment Agreement constitute legal, valid and binding obligations of the Sublessor in accordance with their respective terms except as enforcement against the Sublessor may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought. (b) The adoption of the Sublessor Resolution and the execution and delivery of this Sublease, the Site Lease and the Assignment Agreement and compliance with the provisions thereof, will not in any material respect conflict with, or constitute a breach of or default under, the Sublessor’s duties this Sublease, the Site Lease, the Assignment Agreement, the Sublessor Resolution or any law, administrative regulation, court decree, resolution, charter, by-laws or other agreement to which the Sublessor is subject or by which it or any of its property is bound. (c) Except as may be required under blue sky or other securities laws of any state, or except with respect to any permits or approvals heretofore received which are in full force and effect, there is no consent, approval, authorization or other order of, or filing with, or certification by, any governmental authority, board, agency or commission or other regulatory authority having jurisdiction over the Sublessor, required for the adoption of the Sublessor Resolution and the execution and delivery of this Sublease, the Site Lease and the Assignment Agreement or the consummation by the Sublessor of the other transactions contemplated by the Sublessor Resolution, this Sublease, the Site Lease and the Assignment Agreement. (d) There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or, to the knowledge of the Sublessor, threatened against the Sublessor to restrain or enjoin the execution and delivery of this Sublease, the Site Lease and the Assignment Agreement, or in any w...
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Related to Sublessor Representations, Warranties and Covenants

  • NOW, THEREFORE the parties hereto agree as follows:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Definitions For purposes of this Agreement:

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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