Representations and Warranties of Parties. A. Redeveloper represents and warrants to City as follows:
Representations and Warranties of Parties. 3.1 Municipal is a municipal corporation duly organized and validly existing under the laws of the State of New York. Municipal is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein.
3.2 National Grid is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein.
3.3 Municipal and National Grid each represents that: (a) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) upon the acceptance of the terms of this Agreement by FERC, the execution and delivery of this Agreement, the consummation of the transactions contemplated herein including the fulfillment of and compliance with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; and (c) unless this Agreement is materially modified b...
Representations and Warranties of Parties. 3.1 Producer is a Corporation duly organized and validly existing under the laws of the State of Delaware. Producer is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein.
3.2 Niagara Mohawk is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein.
Representations and Warranties of Parties. 2.1 PRODUCER is a limited partnership duly organized and validly existing under the laws of the State of Delaware. PRODUCER is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this AGREEMENT and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this AGREEMENT, and is duly authorized to execute and deliver this AGREEMENT and consummate the transactions contemplated herein.
Representations and Warranties of Parties. Each of the parties to this Agreement hereby represents and warrants to each of the other parties of this Agreement, each of which is deemed to be a separate representation and warranty, as follows:
Representations and Warranties of Parties. Each of parties represents and warrants as follows:
Representations and Warranties of Parties. (a) Seller and Purchaser each represent and warrant to the other that they have been duly authorized to enter into and to perform under this Agreement and that the execution of this Agreement and the Closing do not and will not violate the terms of any agreement or obligation by which it or the Recreation Center Site is bound.
(b) Seller hereby represents and warrants that no parties have options, rights to purchase, tenancy rights in, or otherwise in possession of, any portion of the Recreation Center Site except for the Seller and any contractors performing work related to the Development Agreement.
(c) Seller and Purchaser each represent and warrant to the other that there are no claims, suits, or other proceedings threatened or pending against them which will materially and adversely affect their ability to perform their obligations hereunder.
(d) Seller represents and warrants that, to the Knowledge of the Seller, except to the extent disclosed or referred to in that certain Phase One Environmental Report issued by META Environmental dated October 19, 2012, a copy of which Purchaser acknowledges having received: (i) there are no “wetlands,” burial grounds, cemeteries, archeology sites or landfills on the Recreation Center Site.
Representations and Warranties of Parties. 9.1 Each of the Parties represents and warrants to each other as follows:
(1) It is a limited liability company or an enterprise legal person duly established and in valid existence under the laws of the People's Republic of China;
(2) It has the right and authority to enter into this Agreement and fulfill its obligations;
(3) Its representative who will sign this Agreement has been fully authorized to do so by a valid letter of authorization or by the relevant resolution of its Board of Directors; and
(4) Upon the execution of this Agreement and its annex attached hereto, this Agreement shall be binding upon it and can be enforced under applicable laws.
9.2 Party A hereby represents and warrants to Party B as follows:
(1) Party A has the right and authority to legally own the Leased Property stipulated under this Agreement, and possesses all the relevant and complete approvals and certificates evidencing its legal ownership of the Leased Property stipulated under this Agreement, or has the right to sublease to Party B properties it leases from a third party. Party A has the right to enter into this Agreement and to lease or sublease to Party B the Leased Property stipulated in Article One (including the site and auxiliary facilities) in accordance with the terms and conditions herein; in the event that Party A's property rights and use rights to the property herein are contested in any circumstances and for whatever reasons, and Party B is unable to exercise its rights as a lessee or sustain other damages, Party A agrees to hold harmless from and indemnify Party B against any losses resulted therefrom; (2) Upon delivery to Party B for use, the Leased Property shall be in good conditions for normal use;
Representations and Warranties of Parties. (a) The BofA Seller/Servicers hereby represent and warrant that they have obtained approvals and authorizations required by law or by bylaw or resolution for the execution and enforceability of this Agreement.
(b) Xxxxxxx Mac hereby represents and warrants that:
(i) It has obtained all approvals and authorization required by law or by bylaw or resolution for the execution and enforceability of this Agreement, including without limitation the final approval and authority of the Federal Housing Finance Agency (FHFA); and
(ii) It has not assigned any of its interest in the Released Obligations and Claims it is relinquishing by executing this Agreement to any other person or entity. The BofA Seller/Servicers acknowledge that, except as provided above in Section 8(b)(i), Xxxxxxx Mac has provided no representations or warranty about the effect, if any, that the authority of FHFA might have on this Agreement.
(c) Each of the Parties hereby represents and warrants, as of the Closing Date:
(i) it is not entering into the transactions contemplated hereby with the intent of hindering, delaying or defrauding any of its respective current or future creditor or creditors;
(ii) it has entered into this Agreement voluntarily and not as a result of coercion or duress;
(iii) it has examined the Mortgages and fully understands its risks and liabilities in entering into this Agreement, and represents that no other Party has made any statement or representation to it regarding any facts relied upon in entering into this Agreement, and each of them specifically does not rely upon any statement, representation, or promise of the other Party hereto or any other person in entering into this Agreement, or in making the settlement provided for herein, except as expressly stated in this Agreement. Each Party represents that it has relied upon its own investigation and analysis of the facts and not on any statement or representation made by any other Party in choosing to enter into this Agreement; and
(iv) this Agreement, assuming due authorization, execution and delivery hereof by the other Parties hereto, constitutes the valid, binding and legal obligation of such Party, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement is cons...
Representations and Warranties of Parties. Each of SEMA and each Owner hereby represents and warrants that:
(a) It (i) is duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the capacity and power to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby and (ii) is duly qualified to do business in and is in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary.
(b) It has full power and authority to execute, deliver, and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by it and constitutes its legal, valid, and binding obligation enforceable in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other laws affecting the enforcement of creditors' rights generally and (ii) general equitable principles regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.
(c) Neither the execution and delivery of this Agreement nor compliance with any of the terms and provisions hereof (i) contravenes any applicable law, order, writ, judgment, injunction, decree, determination, or award applicable to it or any of its respective properties or other assets, (ii) conflicts with, breaches or contravenes the provisions of any of its organizational documents or any Project Agreement to which it is party, or (iii) results in the creation or imposition of any lien or other encumbrance upon any of its property or assets, or in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) a default or event of default under any Project Agreement to which it is party.
(d) No authorization, approval, or other action by, and no notice to or filing with, any Person or governmental authority is required to authorize, or is required in connection with the execution, delivery and performance of, this Agreement or the taking of any action by it hereby contemplated, except any that have been obtained as of the date hereof.
(e) There are no actions, suits, or proceedings at law or in equity by or before any governmental authority now pending or, to the best of its knowledge after due inquiry, threatened against or affecting it or any of its properties or rights which could reasonably be expected to materially and adversely...
