Representations and Warranties of Lessor and Lessee Clause Samples

The "Representations and Warranties of Lessor and Lessee" clause sets out the specific statements of fact and assurances that both parties—typically the property owner (lessor) and the tenant (lessee)—make to each other at the time of entering into the agreement. These may include confirmations that each party has the authority to enter the contract, that the property is in a certain condition, or that there are no undisclosed legal issues affecting the lease. By clearly stating these representations and warranties, the clause helps allocate risk and responsibility, ensuring that both parties have accurate information and legal assurances before proceeding with the lease.
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Representations and Warranties of Lessor and Lessee. 17.1. Lessor represents and warrants to Lessee that: (a) the making of this Lease was duly authorized on the part of Lessor and that upon due execution thereof, this Lease will constitute a valid obligation binding upon and enforceable against Lessor in accordance with its terms; (b) neither the execution of this Lease, nor the due performance thereof by Lessor, will result in a violation of Lessor’s organizational documents or any material agreement to which Lessor is a party; and (c) Lessor exists and is in good standing in its state of organization. 17.2. Lessee represents and warrants to and agrees with Lessor that: (a) the making of this Lease was duly authorized on the part of the Lessee and that upon due execution thereof, this Lease will constitute a valid obligation binding upon and enforceable against Lessee in accordance with its terms; (b) neither the execution of this Lease, nor the due performance thereof by Lessee, will result in violation of Lessee’s organizational documents or any material agreement to which Lessee is a party; and (c) Lessee exists and is in good standing in its state of organization.
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Representations and Warranties of Lessor and Lessee. Lessor and ▇▇▇▇▇▇ hereby represent and warrant to TCAC as of the date of this Lease Rider Agreement as follows:
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Representations and Warranties of Lessor and Lessee. Each of Lessor and Lessee shall represent and warrant to Purchaser (and Lessee also shall represent and warrant to Lessor if Lessor is to retain the Facility 2 Property) on the Expiration Date of the Facility 2 Lease Agreement as follows:
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Representations and Warranties of Lessor and Lessee. Lessor and Lessee hereby represent and warrant to each other that:
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Representations and Warranties of Lessor and Lessee. (a) Lessor hereby represents and warrants to Lessee that this Agreement has been validly authorized, executed and delivered by Lessor and represents a valid and binding obligation of Lessor. (b) Lessee hereby represents and warrants to Lessor that this Agreement has been validly authorized, executed and delivered by Lessee and represents a valid and binding obligation of Lessee. (c) Except as set out in Paragraphs (1) and (b) above: (i) ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR USE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. LESSEE ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WRITTEN OR ORAL REPRESENTATIONS BY LESSOR CONCERNING THE SUBJECT OF THIS AGREEMENT OTHER THAN THOSE EXPRESSED IN THIS AGREEMENT; and (ii) LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, TO ANY OTHER PERSON OR ENTITY CONCERNING THE SERVICE PROVIDED HEREUNDER AND LESSEE SHALL DEFEND AND INDEMNITY LESSOR FROM ANY CLAIMS MADE BY ANY CUSTOMER OF LESSEE OR UNDER ANY WARRANTY OR REPRESENTATION BY LESSEE TO ANY THIRD PARTY.
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Representations and Warranties of Lessor and Lessee. Each of Lessor and Lessee shall represent and warrant to Purchaser (and Lessee also shall represent and warrant to Lessor if Lessor is to retain the Property) on the Expiration Date of the Lease Agreement as follows: (i) Such Person is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (ii) The execution, delivery and performance by such Person of each Purchase Document executed, or to be executed, by such Person and the consummation of the transactions contemplated thereby (A) are within the power of such Person and (B) have been duly authorized by all necessary actions on the part of such Person. (iii) Each Purchase Document executed, or to be executed, by such Person has been, or will be, duly executed and delivered by such Person and constitutes, or will constitute, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity. (iv) Such Person has not (A) made a general assignment for the benefit of creditors, (B) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by such Person's creditors, (C) suffered the appointment of a receiver to take possession of all, or substantially all, of such Person's assets, (D) suffered the attachment or other judicial seizure of all, or substantially all, of such Person's assets, (E) admitted in writing its inability to pay its debts as they come due, or (F) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, (A) Lessee shall represent and warrant to the Designated Purchaser (or Lessor if Lessor is to retain the Property) on the Expiration Date of the Lease Agreement that no Liens are attached to the Property, except for Permitted Property Liens, and (B) Lessor shall represent and warrant to Purchaser on the Expiration Date of the Lease Agreement (or, in the case of a purchase of a portion of the Property pursuant to the Partial Purchase Option, on the applicable Partial Purchase Date) that no Lessor Liens are attached to the Property (or, in the case of a purchase of a portion of the Property pursuant to the Partial Purchase Option, on the portion to be purchased). Except for the foregoing representations and war...
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Representations and Warranties of Lessor and Lessee. Each of Lessor and Lessee shall represent and warrant to each purchaser of the Property, whether Lessee, an Assignee Purchaser or a Designated Purchaser (a "Purchaser"), on the Expiration Date of the Lease Agreement as follows:
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Related to Representations and Warranties of Lessor and Lessee

  • Representations and Warranties of Lessee ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreement.