XXXXXX’S WARRANTIES. Each Party hereby warrants and undertakes to the other on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that, where acting as a Lender:
(a) it is duly authorised and empowered to perform its duties and obligations under this Agreement;
(b) it is not restricted under the terms of its constitution or in any other manner from lending Securities in accordance with this Agreement or from otherwise performing its obligations hereunder;
(c) it is absolutely entitled to pass full legal and beneficial ownership of all Securities provided by it hereunder to Borrower free from all liens, charges and encumbrances; and
(d) it is acting as principal in respect of this Agreement, other than in respect of an Agency Loan.
XXXXXX’S WARRANTIES. Lessor warrants that it has the right to lease the equipment to Lessee, that it will not sell, assign, lease or otherwise dispose of the same, and that it will do nothing to disturb Xxxxxx's full right of possession and enjoyment thereof and the exercise of all of Xxxxxx's rights with respect thereto as provided by this lease. Other than the foregoing, Lessor makes no warranties and expressly disclaims any warranties or strict liabilities in connection with this equipment.
XXXXXX’S WARRANTIES. The Lender represents and warrants to the Company that each of the statements set out in this clause 5.3 is true, complete, accurate and not misleading as of the date of this Agreement.
(a) The Lender has full legal capacity and authority to execute and perform this Agreement and carry out the transactions contemplated hereby, and this Agreement constitutes valid and binding obligations of the Lender, enforceable in accordance with its terms and conditions. The signatories of this Agreement by the Lender have been duly authorized and are able to bind the Lender in relation to this Agreement.
(b) The execution of this Agreement by the Lender, and compliance with its terms, shall not breach or constitute a default under the Lender's bylaws (if applicable) or any other agreement, authorization, corporate resolution, instrument or law to which the Lender is a party or by which the Lender is bound, or any order, judgement, decree or other restrictionapplicable to the Lender.
(c) The Lender is not subject to any situation of insolvency and has not been declared insolvent (en concurso) or subject to or bound by any analogous procedure. So far as the Lender is aware, no action or request is pending to declare the Lender insolvent (or subject to or bound by any analogous procedure) or to make it subject to any proceeding contemplated by any insolvency (or analogous) law.
(d) The Lender has and will continue to have all necessary funds and financial capacity required to comply with its obligations under this Agreement including, in particular, the payment of the Principal on the Disbursement Date.
(e) The Lender complies with all the applicable laws and regulations regarding the prevention of money laundering and terrorist financing.
(f) The Lender has had an opportunity to discuss the Company's business, management, financial affairs and the terms and conditions of the Loan with the Company's management, and it has dedicated the reasonable external and internal resources to carry out a diligent analysis of the Company's business with experienced personal to understand and evaluate the information received from the Company.
XXXXXX’S WARRANTIES. The persons signing this Lease on behalf of Xxxxxx represent and warrant that such persons and Lessee have the requisite power and authority to enter into, execute and deliver this Lease and that this Lease is a valid, legally binding obligation of Lessee enforceable against Lessee in accordance with its terms.
XXXXXX’S WARRANTIES. Broker represents, warrants and covenants to Lender, as of (i) the time any Loan package is submitted to Lender, and (ii) as of the time the Loan is funded and closed through the life of the Loan, that:
XXXXXX’S WARRANTIES. DEBTOR CERTIFIES AND WARRANTS: (a) THE FINANCIAL AND OTHER INFORMATION WHICH DEBTOR HAS SUBMITTED, OR WILL SUBMIT, TO CREDITOR IN CONNECTION WITH THIS AGREEMENT IS, OR SHALL BE AT TIME OF SUBMISSION, TRUE AND COMPLETE; (b) THE DEBTOR’S EXACT LEGAL NAME, STATE OF INCORPORATION, LOCATION OF ITS CHIEF EXECUTIVE OFFICE AND/OR ITS PLACE OF RESIDENCE AS APPLICABLE, HAVE BEEN CORRECTLY IDENTIFIED TO CREDITOR; (c) THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY DEBT OR AND UPON EXECUTION BY DEBTOR SHALL CNSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION, CONTRACT AND AGREEMENT OF DEBTOR ENFORCEABLE AGAINST DEBTOR IN ACCORDANCE WITH ITS TERMS; AND (d) EACH SHOWING PROVIDED BY DEBTOR IN CONNECTION HEREWITH MAY BE FULLY RELIED UPON BY CREDITOR NOTWITHSTANDING ANY TECHNICAL DEFICIENCY IN ATTESTATION OR OTHERWISE. THE PERSON EXECUTING THIS AGREEMENT ON BEHALF OF THE DEBTOR WARRANTS THAT PERSON’S DUE AUTHORITY TO DO SO. DEBTOR FURTHER WARRANTS THAT EACH ITEM OF COLLATERAL SHALL AT THE TIME CREDITOR FUNDS THE TOTAL ADVANCE BE OWNED BY DEBTOR FREE AND CLEAR OF LIENS AND ENCUMBRANCES AND BE IN GOOD CONDITION AND WORKING ORDER.
XXXXXX’S WARRANTIES. Each Party hereby warrants and undertakes to the other on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that, where acting as Lender:
(A) it is duly authorised and empowered to perform its duties and obligations under this Agreement;
(B) it is not restricted under the terms of its constitution or in any other manner from lending Securities in accordance with this Agreement or from otherwise performing its obligations hereunder;
(C) it is absolutely entitled to pass full legal and beneficial ownership of all Securities provided by it hereunder to the Borrower free from all liens, charges and encumbrances;
(D) it is acting as principal in respect of this Agreement or, subject to Clause 16, as agent and the conditions referred to in Clause 16(B) will be fulfilled in respect of any transaction into which it enters as agent;
(E) in relation to Overseas Securities only, where the Lender is not resident in the United Kingdom for tax purposes and either is not carrying on a trade in the United Kingdom through a branch or agency or, if it is carrying on such a trade, the loan is not entered into in the course of the business of such branch or agency, the Lender has:
(i) delivered to the Borrower a duly completed and certified Certificate (MOD2) or a photocopy thereof bearing an Inland Revenue acknowledgement and unique number and such Certificate or photocopy remains valid; or
(ii) taken all necessary steps to enable a specific authorisation to make gross payment of Manufactured Dividends of Overseas Securities to be issued by the Inland Revenue.
XXXXXX’S WARRANTIES. Lessee further represents and warrants to Bank that:
(a) The Lease has been duly executed by Xxxxxx, is in full force and effect, and is valid, binding and enforceable against the Lessee;
(b) Xxxxxx has not assigned, mortgaged or encumbered its interest in the Lease or the Premises or any portion thereof;
(c) Lessee currently has no defense or offset to payment of rent; and
(d) Lessee is not aware of any default by Lessor under the Lease or any event or situation which would, with the passage of time, constitute a default by Lessor under the Lease. Xxxxxx agrees to provide Bank or Lessor upon request with an estoppel certificate as to the status of the Lease and the then current truth of any of the foregoing representations.
XXXXXX’S WARRANTIES. Lessee represents and warrants that (a) Lessee is duly organized under the laws of Indiana or otherwise authorized to do business in Indiana; (b) Lessee is authorized to enter into and perform under the Lease Contracts and doing so will not cause Lessee to be in violation of any other agreement; (c) the Lease Contracts will be enforceable against Lessee in accordance with their terms; (d) Lessee is not a party to, and is not aware of, any litigation that would have an adverse effect on the Lease Contracts or their enforceability against Lessee; (e) Lessee is in compliance with all laws and regulations that may have an effect on Lessee’s ability to fulfill the terms of the Lease Contracts; (f) Lessee’s financial statements are prepared in accordance with generally accepted accounting principles; (g) Lessee has obtained any necessary government approvals for renting the Equipment; (h) the Equipment will be used for business purposes only; and (i) the person executing this Agreement on behalf of Xxxxxx is duly authorized to execute this Agreement for and on behalf of Lessee. JURY WAIVER - Lessor and Xxxxxx hereby voluntarily, knowingly, irrevocably and unconditionally waive any right to have a jury participate in resolving any dispute (whether based upon contract, tort or otherwise) between or among them arising out of, or in any way related to, any of the Lease Contracts or any other document contemplated by this Agreement, or any relationship between Lessor and Lessee. This provision is a material inducement to Lessor and Lessee entering into this Agreement. BINDING EFFECT - This Agreement inures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, trustees, affiliates, partners, agents, successors and assigns of the parties hereto. NO OFFSETS - Lessee hereby waives any and all existing and future claims and offsets against any rent or other payments due under Lease Contracts and agrees to pay the rent and other amounts thereunder regardless of any offset or claim which may be asserted by Lessee or on its behalf. WAIVER – No term, covenant, requirement, or condition of this Agreement may be waived except by the written consent of Xxxxxx. The waiver by Lessor of any term, covenant, requirement, or condition herein contained shall not be deemed to be a permanent or continuing waiver thereof of any subsequent breach of the same or any other term, covenant, requirement or condition of this Agreement. The subsequent acceptance b...
XXXXXX’S WARRANTIES. Lessee warrants that all installation and maintenance of Lessee’s antennas and related equipment shall be performed in compliance with established industry standards and good engineering practices. Lessee further warrants that operation of the equipment shall be in compliance with Federal, State and local laws and regulations.
