Representations and Warranties With Respect to Hybrid Leases Sample Clauses

Representations and Warranties With Respect to Hybrid Leases. Except as set forth in Schedule I of the applicable Series Supplement, each of the applicable Issuers shall make the following representations and warranties and the representations and warranties set forth in Exhibit A of such Series Supplement, as of the applicable Series Closing Date, Transfer Date or Post-Closing Acquisition Date, with respect to the Hybrid Leases indicated in such Series Supplement or otherwise added to the Collateral Pool by such Issuer in connection with the issuance of any Series of Notes, as Qualified Substitute Hybrid Leases or as Post-Closing Properties: (a) The related Lease and loan agreements provide that such Issuer may exercise its remedies under each related Lease to terminate the related Tenant’s right to access the related Property and assume ownership of, or leasehold estate in, all the Improvements located on such Property without foreclosing on the mortgage related to the loan component of such Hybrid Lease, unless an obligation to foreclose is otherwise imposed by a court of law. (b) The related Lease and loan agreements provide that ownership of, or leasehold estate in, the Improvements located on the related Property shall revert to such Issuer upon expiration or early termination of such Lease notwithstanding the terms of the loan agreement with respect to the related loan component or the standing of the related borrower under such loan agreement. (c) Any related Lease containing a Third Party Purchase Option shall (i) contain a Third Party Option Price not less than the sum of the Fair Market Values of each Property relating to such Hybrid Lease and (ii) require that the principal balance of the related loan component be paid in full prior to the exercise of such Third Party Purchase Option. (d) Each Qualified Substitute Hybrid Lease satisfies the requirements set forth in the definition of Qualified Substitute Hybrid Lease. (e) Pursuant to the lease, loan and other operative agreements relating to the IRB Hybrid Lease, including the trust indenture under which the related industrial revenue bond was issued: (i) The related Issuer may exercise the rights of the related Tenant and its Affiliates under (A) the ground lease under which the ground lessor is the Governmental Authority that holds the fee interest in the related Property and (B) the trust indenture pursuant to which the related industrial revenue bond is issued; (ii) the related Tenant or its applicable Affiliate may redeem the related industrial reven...
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Related to Representations and Warranties With Respect to Hybrid Leases

  • Representations and Warranties of MassMutual (a) MassMutual represents and warrants to the Sub-Adviser the following: (i) MassMutual has all requisite corporate power and authority under the laws of the Commonwealth of Massachusetts and federal securities laws and under the Advisory Agreement with the Fund to execute, deliver and perform this Sub-Advisory Agreement. (ii) MassMutual is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law. (iii) MassMutual has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission. (iv) MassMutual has received a copy of Part II of Sub-Adviser’s Form ADV. (v) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which MassMutual is subject, which might reasonably be expected to (i) result in any material adverse change in MassMutual’s condition (financial or otherwise) or (ii) materially impair MassMutual’s ability to discharge its obligations under this Sub-Advisory Agreement. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that: 3.1 It is a federally chartered savings bank whose principal office is in New Jersey. 3.2 It is and will remain registered with the U.S. Securities and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements of Section 17A of the 1934 Act. 3.3 It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement. 3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF NEWCO Newco represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.