Representations, Covenants and Warranties of the Board Clause Samples

The "Representations, Covenants and Warranties of the Board" clause sets out the specific statements, promises, and assurances made by the board of directors regarding their authority, actions, and compliance with relevant laws or agreements. Typically, this clause requires the board to confirm that it has the legal power to enter into the agreement, that all necessary approvals have been obtained, and that the company is not in breach of other obligations. By including these representations and warranties, the clause provides assurance to the other party that the board is acting within its authority and that the agreement is valid and enforceable, thereby reducing the risk of future disputes or invalidity.
Representations, Covenants and Warranties of the Board. The Board represents, covenants and warrants to the Trustee as follows:
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Representations, Covenants and Warranties of the Board. The Board represents, covenants and warrants for the benefit of the Authority and the Trustee as follows:‌ (a) The Board is a body corporate duly existing as such within the State under the Constitution and laws of the State. Under the provisions of the Constitution and laws of the State, the Board is authorized to enter into the transactions contemplated by this First Amendment to Lease and to carry out its obligations hereunder. The Board has duly authorized and approved the execution and delivery of this First Amendment to Lease. The Board agrees that it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence. (b) The Authority has by the Master Lease and this First Amendment to Lease, leased the Project to the Board as in the Master Lease and hereinafter provided. It is understood by the parties hereto that the Authority shall have all rights, title and interest in the Project, subject to Permitted Encumbrances. (c) During the Lease Term the Project will at all times be used for the intended purposes described herein consistent with the permissible scope of the Authority and the Board under the Constitution and laws of the State. (d) The Board is not in default under any of the provisions of (i) the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1 or (ii) the Lease, the Ground Lease or the Indenture. Neither the execution and delivery of this First Amendment to Lease, nor the issuance and sale of the Series 2024 Bonds, nor the performance by the Board of its obligations under the Master Lease or this First Amendment to Lease will constitute on the part of the Board a breach of or a default under, any existing law, court or administrative regulation, decree, order or any material agreement, indenture, mortgage, lease or any other instrument to which the Board is subject or by which it or any of its property is or may be bound. (e) There is no action, suit or proceeding pending or, to the best knowledge of the Board, threatened, or any basis therefor, before any court or administrative agency which may adversely affect the Board or the ability of the Board to perform its obligations under the Master Lease or this First Amendment to Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the Board of this First Amendment to Lease, or in connectio...
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Representations, Covenants and Warranties of the Board. The Board represents, covenants and warrants for the benefit of the Authority and the Trustee as follows: (a) The Board is a duly existing political subdivision and body corporate and politic within the State under the Constitution and laws of the State. Under the provisions of the Constitution and laws of the State, the Board is authorized to enter into the transactions contemplated by this Ground Lease and to carry out its obligations hereunder. The Board has duly authorized and approved the execution and delivery of this Ground Lease. (b) The Board warrants that it holds the fee simple interest in the Series 2024 Property, and that all the Series 2024 Property is free from any encumbrances other than Permitted Encumbrances.
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Related to Representations, Covenants and Warranties of the Board

  • REPRESENTATIONS, COVENANTS AND WARRANTIES The Company represents, covenants and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS CONFIRMING PARTY A. The Vendors / Confirming Party have absolute, clear and marketable title with respect to the said land, the Vendors / Confirming Party have requisite rights to carry out development upon the said land and absolute, actual, physical and legal possession of the said land for the project; B. The Vendors / Confirming Party have lawful rights and requisite approvals from the competent authorities to carry out development of the Project; C. There are no encumbrances upon the said land or the Project. In case of any encumbrance, the Vendors / Confirming Party shall intimate the same to the Purchaser/s; D. There are no suit/s, case/s or any other form of litigation/s pending before any Court of Law with respect to the said land or the Project; E. All approvals, licenses and permits issued by the competent authorities with respect to the project and the said land are valid and subsisting and have been obtained by following due process of law. Further, the Vendors / Confirming Party have been and shall, at all times, remain to be in compliance with all applicable laws in relation to the project, said land, Building and Apartments and common areas; F. The Vendors / Confirming Party have the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Purchaser/s intended to be created herein, may prejudicially be affected; G. The Vendors / Confirming Party have not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the said land including the Project and the Schedule-A property which will, in any manner, affect the rights of Purchaser/s under this Agreement; H. The Vendors / Confirming Party confirm that the Vendors / Confirming Party are not restricted in any manner whatsoever from selling the Schedule-A property to the Purchaser/s in the manner contemplated in this Agreement; I. At the time of execution of the Sale Deed the Vendors / Confirming Party shall handover lawful, vacant, peaceful, physical possession of the Schedule-A property to the Purchaser/s;

  • Representations and Warranties of the Lessee Lessee hereby represents and warrants to the Lessor, which representations and warranties shall be deemed to be restated by Lessee each time Lessor makes an advance of the Development Financing, that: 1. VALIDITY OF DEVELOPMENT FINANCING DOCUMENTS - The Development Financing Documents are in all respects legal, valid and binding according to their terms. 2. NO PRIOR LIEN ON FIXTURES - No mortgage, ▇▇▇▇ of sale, security agreement, financing statement, or other title retention agreement (except those executed in favor of Lessor) has been, or will be, executed with respect to any fixture (except Lessee's trade fixtures not financed with this Development Financing) used in conjunction with the construction, operation or maintenance of the improvements.

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, and all such covenants, representations and warranties shall survive the Closing.

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows: