Representations and Warranties of Lessor Clause Samples
The 'Representations and Warranties of Lessor' clause sets out the specific statements and assurances that the lessor makes to the lessee regarding the leased property and the lessor's authority to enter into the lease. Typically, this clause covers matters such as the lessor's legal ownership of the property, the absence of undisclosed liens or encumbrances, and the lessor's compliance with applicable laws. By providing these representations and warranties, the clause gives the lessee confidence in the lessor's legal standing and the condition of the property, thereby reducing the risk of future disputes or unexpected liabilities.
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Representations and Warranties of Lessor. Lessor hereby represents and warrants to Lessee that:
(i) on the Delivery Date Lessor shall have good title to the Aircraft, free and clear of any and all Lessor Liens other than the Security Agreement and any other Lien arising by Lessor or ING which will not impair Lessor's right or ability to deliver the Aircraft to Lessee hereunder or Lessee's use and enjoyment of the Aircraft as contemplated hereby;
(ii) Lessor is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware;
(iii) Lessor has full power and authority to carry on its business and to execute and deliver, and to perform all of its obligations under, each of the Lease Documents to which it is a party;
(iv) each of the Lease Documents to which Lessor is a party has been duly authorized by all necessary action on the part of Lessor, and each of the Lease Documents to which it is a party, when duly executed and delivered, will constitute its legally valid and binding obligations enforceable in accordance with their respective terms, and will not violate any provision of law applicable to Lessor or its articles of incorporation or by-laws;
(v) neither the execution and delivery by Lessor of each of the Lease Documents to which it is a party nor the performance by it of any of its obligations thereunder, nor the compliance by it with the terms and conditions thereof, will violate, conflict with or result in any breach of any terms, conditions or provisions of, or constitute a default under, any law, administrative regulation or court judgment or decree applicable to it or pursuant to which it was organized or any agreement or instrument to which it is a party or by which it or any of its property is bound.
Representations and Warranties of Lessor. Lessor represents and warrants to Lesse as follows:
Representations and Warranties of Lessor. (a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and any of its political subdivisions;
(b) The MLA and each Schedule executed in conjunction to this MLA have been duly authorized, executed and delivered by Lessor and constitute valid, legal and binding agreements of Lessor, enforceable with respect to the obligations of Lessor herein in accordance with their terms;
(c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessor of this MLA or any Schedule;
(d) The entering into and performance of the MLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessor or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon the assets of the Lessor, including Equipment leased under the MLA and Schedules thereto, pursuant to any instrument to which the Lessor is a party or by which it or its assets may be bound; and
(e) To the best of Lessor’s knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessor, which if determined adversely to Lessor will have a material adverse effect on the ability of Lessor to fulfill its obligations under the MLA or any Schedule.
Representations and Warranties of Lessor. Lessor represents and warrants for the benefit of DIR and each Lessee:
(a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and any of its political subdivisions;
(b) The MOLA and each Schedule executed in conjunction to this MOLA have been duly authorized, executed and delivered by Lessor and constitute valid, legal and binding agreements of Lessor, enforceable with respect to the obligations of Lessor herein in accordance with their terms;
(c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessor of this MOLA or any Schedule;
(d) The entering into and performance of the MOLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessor or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon the assets of Lessor, including the Hardware or Software leased under the MOLA and Schedules thereto, pursuant to any instrument to which Lessor is a party or by which it or its assets may be bound;
(e) To the best of Lessor’s knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessor, which if determined adversely to Lessor will have a material adverse effect on the ability of Lessor to fulfill its obligations under the MOLA or any Schedule;
(f) Lessor acknowledges that DIR and any Lessee that is a state agency, as government agencies, are subject to the Texas Public Information Act, and that DIR and Lessees that are state agencies will comply with such Act, including all opinions of the Texas Attorney General's Office concerning this Act.
Representations and Warranties of Lessor. The representations and warranties of Lessor contained in this Section are being made to induce Lessee to enter into this Lease and Lessee has relied and will continue to rely upon such representations and warranties. Lessor represents and warrants to Lessee as of the Effective Date as follows:
Representations and Warranties of Lessor. Lessor hereby represents and warrants, as of the Restatement Date that its representations and warranties set forth in Section 9(b) of the Refunding Agreement were true when made and continue to be true and correct.
Representations and Warranties of Lessor. Lessor represents and warrants to District that:
A. Lessor is duly organized in the State of California, and in good standing as a corporation under the laws of the State of California, with full corporate power and authority to lease and own real and personal property;
▇. ▇▇▇▇▇▇ has full power, authority and legal right to enter into and perform its obligations under this Sublease, and the execution, delivery and performance of this Sublease has been duly authorized by all necessary corporate actions on the part of Lessor and does not require any further approvals or consents;
C. The execution, delivery and performance of this Sublease does not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which Lessor is a party by which they or their property is bound;
D. There is no pending or, to the knowledge of Lessor, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of Lessor to perform their obligations under this Sublease; and
▇. ▇▇▇▇▇▇ will not mortgage or encumber the Site or the Sublease or assign this Sublease or their rights to receive Sublease Payments hereunder, except as permitted herein.
Representations and Warranties of Lessor. Lessor represents and warrants as of the date hereof and during the entire Term hereof as follows:
4.2.1 Lessor is a validly organized limited liability company under the laws of the State of Delaware, and the person executing on behalf of Lessor has full power and authority to execute this Agreement on behalf of Lessor and by such execution shall bind Lessor under this Agreement.
4.2.2 No action, suit, or proceeding is currently pending or threatened against Lessor which shall in any material way affect Lessor’s financial status as of the date hereof, or impair the execution, delivery, or performance by Lessor of this Agreement.
4.2.3 The execution and delivery of this Agreement by Lessor and the performance of its obligations hereunder have been duly authorized by all necessary limited liability company action and do not conflict with any provision of Lessor’s articles of organization, bylaws, operating agreement, any governmental regulations, or any other agreements that Lessor may now have with other parties.
Representations and Warranties of Lessor. The representations and warranties of Lessor contained in this Section are being made to induce Lessee to enter into this Lease and Lessee has relied and will continue to rely upon such representations and warranties. Lessor represents and warrants to Lessee as of the Effective Date as follows:
A. Organization, Authority and Status of Lessor.
(i) Lessor has been duly organized and is validly existing and in good standing under the laws of the State of Delaware. All necessary limited liability company action has been taken to authorize the execution, delivery and performance by Lessor of this Lease and the other documents, instruments and agreements provided for herein.
(ii) The person who has executed this Lease on behalf of Lessor is duly authorized to do so.
Representations and Warranties of Lessor. In addition to the warranty stated in ▇▇▇▇▇▇’s PO terms and conditions, Lessor warrants that all Equipment leased hereunder, and all software, parts and components thereof will be of good quality and free from defects in material and workmanship throughout the Term of the Lease from the Final Acceptance Date. Lessee may charge Lessor all expenses of inspecting, unpackaging, examining, repacking, storing, and re-shipping of any defective or non-conforming Equipment. Lessor warrants that it has title to the Equipment and that the Equipment is free of all liens, security interest and/or encumbrance during the Term of the Lease. These warranties shall survive inspection, test, acceptance, and payment and shall accrue to Lessee, its successors, assigns and customers. Warranty failures may be returned to Lessor for repair, replacement, refund, or credit if applicable at Lessee’s option and at Lessor’s risk and expense. Repaired and replacement Equipment shall be new and not reconditioned (unless otherwise agreed to in writing between the Parties) and subject to the Warranty terms herein.