Trustee representations and warranties. LTES Operator represents and warrants to SFV that:
(a) (existence) the Trust has been duly established and constituted;
(b) (sole trustee) it is the only trustee of the Trust;
(c) (appointment and no removal) it has been validly appointed as trustee of the Trust and no action has been taken or proposed to remove it as trustee of the Trust;
(d) (power) it has power under the terms of the Trust to enter into this agreement and comply with its obligations under it;
(e) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this agreement, perform obligations under it and allow it to be enforced (including any authorisation required under the Trust Deed and its constitution (if any));
(f) (indemnity) it has a right to be fully indemnified out of the Trust Property in respect of obligations incurred by it under this agreement and there are no facts, matters or circumstances that would disentitle LTES Operator from being so indemnified;
(g) (no default) it is not, and never has been, in default under the Trust Deed;
(h) (no termination) no action has been taken or proposed to terminate the Trust;
(i) (officers’ compliance) it and its directors and other officers have complied with their obligations in connection with the Trust;
(j) (exercise of powers) it has not exercised its powers under the Trust Deed to release, abandon or restrict any power conferred on it by the Trust Deed; and
(k) (benefit) entry into the documents to which it is a party is a valid exercise of its powers under the Trust Deed for the benefit of the Trust’s beneficiaries.
Trustee representations and warranties. The Trustee hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Trustee’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Trustee or any law or regulation applicable to it.
Trustee representations and warranties. Each Trustee represents and warrants to the other parties, that:
(a) its Trust has been validly created and is in existence as at the date of this agreement;
(b) the Trustee has been validly appointed as Trustee of the relevant Trust and is the sole Trustee of that Trust;
Trustee representations and warranties. LTES Operator represents and warrants to SFV that:
(a) (existence) the Trust has been duly established and constituted;
(b) (sole trustee) it is the only trustee of the Trust;
Trustee representations and warranties. Project Operator represents and warrants to the Commonwealth that:
(a) (existence) the Trust has been duly established and constituted;
(b) (sole trustee) it is the only trustee of the Trust;
Trustee representations and warranties. 6 Section 4.2 Positano Representations and Warranties..................... 7 Section 4.3 MB Representations and Warranties........................... 8 ARTICLE 5
Trustee representations and warranties. The Trustee -------------------------------------- represents and warrants to MB and Positano as follows:
Trustee representations and warranties. Access Right Holder represents and warrants to EnergyCo that:
(a) (existence) the Trust has been duly established and constituted;
(b) (sole trustee) it is the only trustee of the Trust;
(c) (appointment and no removal) it has been validly appointed as trustee of the Trust and no action has been taken or proposed to remove it as trustee of the Trust;
Trustee representations and warranties. Each of the Trustees hereby represents and warrants to the other parties that (a) it has the requisite power and authority to execute, deliver and perform this Agreement, (b) it has duly and validly executed and delivered this Agreement, and (c) this Agreement and any other agreement to which it is a party in conjunction with the Separation and the Transfer are legal, valid and binding obligations, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Trustee representations and warranties. The Trustee hereby represents and warrants to the Lender that as of the date hereof:
(1) the Trustee has the power and authority to enter into, execute, deliver, and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action;
(2) the execution of this Agreement by the Trustee will not violate or conflict with the organizational documents of the Trustee, the Bond Documents or any law, regulation or order or require any consent or approval that has not been obtained; and
(3) this Agreement is the legal, valid, and binding obligation of the Trustee, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.
