REPRESENTATIONS, COVENANTS AND WARRANTIES. Representations, Covenants, and Warranties of the Landlord. The Landlord represents, covenants, and warrants as follows: a. The Landlord is an incorporated municipality, duly and regularly created, incorporated, and existing as such within the State of Wyoming under the Constitution and laws of the State. The Landlord has fee simple title to the eighteen holes of the golf course and the real property used for the operation of the golf course, Exhibit “A” attached hereto, hereinafter referred to as the “Existing Site” and to the existing facilities thereon and is authorized by law to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder. The Landlord has authorized and approved the execution and delivery of this Lease Agreement and other documents related to this transaction; and b. The leasing of the existing golf course to the Tenant under the terms and conditions provided for in this Lease Agreement is necessary, convenient, and in furtherance of the Landlord’s governmental purposes, and is in the best interest of the citizens and inhabitants of the Landlord; and c. To the knowledge of the Landlord, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Landlord is now a party or by which the Landlord is bound, or constitutes a default under any of the foregoing; and d. To the knowledge of the Landlord, there is no litigation or proceeding pending or threatened against the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement or the ability of the Landlord to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Tenant. The Tenant represents, covenants, and warrants as follows: a. The Tenant is a Wyoming corporation duly organized and existing under the laws of the State of Wyoming. The Tenant has all necessary power to enter into this Lease Agreement, is possessed of full power to lease real and personal property, as lessor or lessee, and has duly authorized the execution and delivery of this Lease Agreement; and b. The Tenant will not pledge, assign, mortgage, or encumber any of its rights under this Lease Agreement; and c. To the knowledge of the Tenant, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Tenant is now a party or by which the Tenant is bound, or constitutes a default under any of the foregoing; and d. To the knowledge of the Tenant, there is no litigation or proceeding pending or threatened against the Tenant or any other person affecting the right of the Tenant to execute this Lease Agreement or the ability of the Tenant to comply with its obligations hereunder.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
REPRESENTATIONS, COVENANTS AND WARRANTIES. Representations, Covenants, and Warranties of the Landlord. (a) The Landlord represents, covenants, Adviser hereby represents and warrants as follows:
a. The Landlord i. It is registered with the Securities and Exchange Commission as an incorporated municipality, duly and regularly created, incorporatedinvestment adviser under the Advisers Act, and existing as such within the State of Wyoming under the Constitution registration is current, complete and laws in full compliance with all applicable provisions of the State. The Landlord has fee simple title to the eighteen holes of the golf course Advisers Act and the real property used for rules and regulations thereunder;
ii. It has all the operation of the golf course, Exhibit “A” attached hereto, hereinafter referred to as the “Existing Site” and to the existing facilities thereon and is authorized by law requisite authority to enter into the transactions contemplated by this Lease Agreement into, execute, deliver and to carry out perform its obligations hereunder. The Landlord has authorized and approved under this Agreement, including, without limitation, authority from the execution and delivery of this Lease Agreement and other documents related Trust to this transactionappoint the Sub-Adviser to serve as Sub-Adviser to each Fund; and
b. iii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party.
(b) The leasing Adviser hereby covenants and agrees that, so long as this Agreement shall remain in effect:
i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the existing golf course Advisers Act and the rules and regulations thereunder;
ii. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party; and
iii. It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law.
(c) The Sub-Adviser hereby represents and warrants, with respect to the Tenant Allocated Assets, as follows:
i. It is registered with the Securities and Exchange Commission as an investment adviser under the terms and conditions provided for in this Lease Agreement is necessary, convenientAdvisers Act, and such registration is current, complete and in furtherance full compliance with all applicable provisions of the LandlordAdvisers Act and the rules and regulations thereunder;
ii. It has obtained an RQFII quota from the CSRC and SAFE which may be used on behalf of each Fund;
iii. It has all necessary permits to engage in securities investment-related activities in Hong Kong and the People’s governmental purposesRepublic of China (“PRC”) relating to its RQFII status and/or the performance of its obligations under this Agreement, and is in good standing with the best interest CSRC, SAFE and the People’s Bank of China (“PBOC”);
iv. It has all the citizens requisite authority to enter into, execute, deliver and inhabitants of perform its obligations under this Agreement;
v. The securities included in the LandlordAllocated Assets are held in account(s) that belong to the Funds and not the Sub-Adviser; and
c. To vi. Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party.
(d) The Sub-Adviser hereby covenants and agrees, with respect to the knowledge Allocated Assets, that, so long as this Agreement shall remain in effect:
i. It shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the LandlordAdvisers Act and the rules and regulations thereunder;
ii. Its performance of its obligations under this Agreement does not conflict with any law, neither regulation or order to which it is subject;
iii. It shall maintain all necessary registrations, licenses and approvals in effect during the execution and delivery hereof, nor the fulfillment term of or compliance this Agreement;
iv. It shall at all times fully comply with the terms Advisers Act and conditions hereofthe rules and regulations thereunder, nor the consummation 1940 Act and rules and regulations thereunder, and shall also at all times fully comply with all other applicable law, rules or regulations relating to its duties or obligations under this Agreement or with any agreements to which it is a party;
v. It shall promptly notify the Adviser and the Funds upon occurrence of any event that might disqualify or prevent it from performing its duties under this Agreement, including, but not limited to, the revocation of the transactions contemplated hereby conflicts with RQFII quota relating to the Funds;
vi. It shall immediately forward, upon receipt, to the Adviser any correspondence from the SEC or results in a breach of any Chinese or other regulatory authority, including, but not limited to, the termsCSRC, conditionsSAFE, and PBOC, that relates to the Funds or the Adviser generally, including SEC inspection reports, or provisions of any restriction or any agreement or instrument the Sub-Adviser’s ability to which provide investment advisory services to the Landlord is now a party or by which the Landlord is bound, or constitutes a default under any of the foregoingFunds as contemplated herein and in each Fund’s prospectus; and
d. To vii. It shall notify the knowledge of Adviser and the Landlord, there is no litigation or proceeding pending or threatened against Funds promptly with respect to written material that has been provided to the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement Funds or the ability of Adviser by the Landlord Sub-Adviser, or, if written material has not been provided, with respect to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Tenant. The Tenant represents, covenants, and warrants as follows:
a. The Tenant is a Wyoming corporation duly organized and existing information pertaining to the Sub-Adviser or Sub-Adviser’s services under the laws of the State of Wyoming. The Tenant has all necessary power to enter into this Lease Agreement, is possessed of full power to lease real and personal propertyin either case, as lessor or lessee, and has duly authorized the execution and delivery of this Lease Agreement; and
b. The Tenant will not pledge, assign, mortgage, or encumber any of its rights under this Lease Agreement; and
c. To the knowledge of the Tenant, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction untrue statement of a material fact or of any agreement omission of any statement of a material fact which is required to be stated therein or instrument is necessary to which make the Tenant is now a party or by which the Tenant is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Tenant, there is no litigation or proceeding pending or threatened against the Tenant or any other person affecting the right of the Tenant to execute this Lease Agreement or the ability of the Tenant to comply with its obligations hereunderstatements contained therein not misleading.
Appears in 2 contracts
Sources: Sub Investment Advisory Agreement (VanEck Vectors ETF Trust), Sub Investment Advisory Agreement (Market Vectors Etf Trust)
REPRESENTATIONS, COVENANTS AND WARRANTIES. RepresentationsSection 13.1 Seller’s Representation, Warranties and Covenants. Acknowledging that Buyer is relying upon such representations, warranties and covenants in connection with the purchase of Ethanol under this Agreement, Seller represents and warrants to Buyer, as of the Ethanol Purchase and Sale Agreement -12- Effective Date hereof, and Warranties covenants to Buyer at all times during the Term of this Agreement the Landlord. The Landlord represents, covenants, and warrants as followsfollowing:
a. The Landlord is an incorporated municipality(a) SELLER HAS TITLE TO ALL ETHANOL DELIVERED HEREUNDER, duly IT HAS THE RIGHT TO SELL THE SAME TO BUYER, AND THE ETHANOL IS FREE FROM ANY LIENS OR ENCUMBRANCES; PROVIDED THAT, EXCEPT AS PROVIDED IN THIS SECTION 13.1 AND AS PROVIDED IN ARTICLE VI WITH RESPECT TO THE QUALITY OF ETHANOL TO BE DELIVERED, THERE ARE NO WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR AN EXPRESS PURPOSE EXCEPT THAT THE ETHANOL WILL CONFORM WITH THE SPECIFICATIONS SET FORTH IN EXHIBIT A, AS MAY BE AMENDED FROM TIME TO TIME BY WRITTEN AGREEMENT BETWEEN THE PARTIES HERETO.
(b) Seller covenants that it shall procure and regularly createdmaintain in force all licenses, incorporated, consents and existing as such within the State of Wyoming under the Constitution and laws of the State. The Landlord has fee simple title to the eighteen holes of the golf course and the real property used approvals required for the its operation of the golf coursePlant and manufacture and sale to Buyer of the Ethanol under this Agreement and shall be solely responsible for and indemnify Buyer against requirements of such licenses, Exhibit “A” attached heretoconsents and approvals.
(c) Seller covenants that it will promptly notify Buyer of any actual or anticipated production downtime or disruption to Ethanol availability from the Plant.
(d) Seller is a U.S. entity for purposes of state and federal income and excise taxes.
(e) This Agreement has been duly and validly executed and delivered by Seller; this Agreement constitutes a legal, hereinafter referred to as the “Existing Site” valid and binding obligation of Seller, enforceable in accordance with its terms, except to the existing facilities thereon and is authorized extent its enforceability may be limited by law to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder. The Landlord has authorized and approved the execution and delivery of this Lease Agreement and other documents related to this transaction; and
b. The leasing of the existing golf course to the Tenant under the terms and conditions provided for in this Lease Agreement is necessarybankruptcy, convenientinsolvency, and in furtherance of the Landlord’s governmental purposesreorganization, and is in the best interest of the citizens and inhabitants of the Landlord; and
c. To the knowledge of the Landlord, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditionsmoratorium, or provisions other similar laws affecting the rights of any restriction or any agreement or instrument to which the Landlord is now a party creditors generally or by which the Landlord is bound, or constitutes a default under any general principles of the foregoing; and
d. To the knowledge of the Landlord, there is no litigation or proceeding pending or threatened against the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement or the ability of the Landlord to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Tenant. The Tenant represents, covenants, and warrants as follows:
a. The Tenant is a Wyoming corporation duly organized and existing under the laws of the State of Wyoming. The Tenant has all necessary power to enter into this Lease Agreement, is possessed of full power to lease real and personal property, as lessor or lessee, and has duly authorized the execution and delivery of this Lease Agreement; and
b. The Tenant will not pledge, assign, mortgage, or encumber any of its rights under this Lease Agreement; and
c. To the knowledge of the Tenant, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Tenant is now a party or by which the Tenant is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Tenant, there is no litigation or proceeding pending or threatened against the Tenant or any other person affecting the right of the Tenant to execute this Lease Agreement or the ability of the Tenant to comply with its obligations hereunderequity.
Appears in 1 contract
Sources: Ethanol Purchase and Sale Agreement
REPRESENTATIONS, COVENANTS AND WARRANTIES. Representations, Covenants, and Warranties of the Landlord. The Landlord Lessee hereby represents, covenants, covenants and warrants to Lessor and its successors and assigns, as follows:
a. A. The Landlord is an incorporated municipalitylocation and construction, duly occupancy, operation and regularly createduse of all improvements now or hereafter attached to or placed, incorporatederected, constructed or developed on, in, or under the Leased Premises or as a portion of the Leased Premises (the "IMPROVEMENTS") will not violate any applicable law, statute, ordinance, rule, regulation, policy, order or determination of any federal, state, local or other governmental authority ("GOVERNMENTAL AUTHORITY") or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction affecting any portion of the Leased Premises, including without limitation, any applicable zoning ordinances and building codes, flood disaster laws and health and environmental laws, rules and regulations (hereinafter collectively called the "APPLICABLE LAWS").
B. Lessee will obtain, at Lessee's sole cost and expense, all permits, licenses, and existing as such within the State of Wyoming under the Constitution and laws authorizations required to construct, occupy, operate, and/or use any portion of the StateLeased Premises by reason of any Applicable Laws pertaining to health or the environment (the "APPLICABLE ENVIRONMENTAL LAWS") including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA") and the Resource Conservation and Recovery Act of 1987, as amended ("RCRA").
C. The use which Lessee makes and intends to make of the Leased Premises will not result in the disposal or release of any hazardous substance, solid waste or other substance known or suspected to pose a threat to health or the environment (collectively, "HAZARDS" and individually, "HAZARD") on, in, under or to the Leased Premises. The Landlord has fee simple title terms "hazardous substance" and "release" shall each have the meanings specified in CERCLA, and the terms "solid waste" and "disposal" (or "disposed") shall each have the meanings specified in RCRA; provided, however, that in the event either that CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the eighteen holes effective date of the golf course such amendment; and the real property used for the operation of the golf courseprovided further that, Exhibit “A” attached hereto, hereinafter referred to as the “Existing Site” and to the existing facilities thereon and is authorized by law to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder. The Landlord has authorized and approved the execution and delivery of this Lease Agreement and other documents related to this transaction; and
b. The leasing of the existing golf course to the Tenant under the terms and conditions provided for in this Lease Agreement is necessary, convenient, and in furtherance of the Landlord’s governmental purposes, and is in the best interest of the citizens and inhabitants of the Landlord; and
c. To the knowledge of the Landlord, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Landlord is now a party or by which the Landlord is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Landlord, there is no litigation or proceeding pending or threatened against the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement or the ability of the Landlord to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Tenant. The Tenant represents, covenants, and warrants as follows:
a. The Tenant is a Wyoming corporation duly organized and existing under extent that the laws of the State of WyomingTexas establish a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader definition shall apply.
D. Lessee shall not cause any violation of any Applicable Environmental Laws, nor permit any subtenant, concessionaire or licensee of any portion of the Leased Premises to cause such a violation, nor permit any environmental liens to be placed on any portion of the Leased Premises. The Tenant has all necessary power to enter into this All of the foregoing representations, warranties and covenants shall be continuing and shall be true and correct for the period from the date hereof through the end of the Lease Agreement, is possessed of full power to lease real Term with the same force and personal property, effect as lessor or lesseeif made each day throughout such period, and has duly authorized all of such representations and warranties shall survive the execution and delivery expiration or termination of this Lease Agreement; and
b. The Tenant will not pledge, assign, mortgage, or encumber any of its rights under this Lease Agreement; and
c. To the knowledge of the Tenant, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Tenant is now a party or by which the Tenant is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Tenant, there is no litigation or proceeding pending or threatened against the Tenant or any other person affecting the right of the Tenant to execute this Lease Agreement or the ability of the Tenant to comply with its obligations hereunderLease.
Appears in 1 contract
Sources: Ground Lease (Independent Research Agency for Life Insurance Inc)
REPRESENTATIONS, COVENANTS AND WARRANTIES. RepresentationsAs a material inducement to Assignee to assume the obligations of Assignor as Tenant under the Ground Lease, CovenantsLandlord and Assignor represent, warrant and Warranties of the Landlord. The Landlord represents, covenants, and warrants covenant to Assignee as follows:
a. A. The Landlord is an incorporated municipality, duly and regularly created, incorporated, and existing Ground Lease attached as such within the State of Wyoming under the Constitution and laws of the State. The Landlord has fee simple title to the eighteen holes of the golf course and the real property used for the operation of the golf course, Exhibit “A” attached heretohereto is in full force and effect and has not been modified, hereinafter referred assigned, supplemented or further amended, nor are there any other agreements between Landlord and Assignor concerning the Ground Lease or the Premises, whether oral or written. The Commencement Agreement and the Pad Delivery Notice pursuant to as the “Existing Site” Ground Lease have not yet been executed and delivered.
B. Assignor is not in default under the Ground Lease, and to the existing facilities thereon actual knowledge of Landlord there are no events which have occurred that, with the giving of notice or the passage of time or both, would result in a default by Assignor as Tenant under the Ground Lease.
C. Assignor has paid all rents and is authorized all other sums due (if any) under the Ground Lease current to the date hereof.
D. There are no uncured defaults on the part of Landlord under the Ground Lease, Assignor has not sent any notice of default under the Ground Lease to Landlord, and there are no events which have occurred that, with the giving of notice or the passage of time or both, would result in a default by law Landlord under the Ground Lease, provided however that Landlord covenants and agrees to enter into complete, at Landlord’s sole cost and expense, all Landlord’s Work as set forth on Exhibit “L” of the transactions contemplated Lease, upon the following terms, subject to Force Majeure: (i) Landlord shall Substantially Complete the Building Pad upon the later of thirty (30) days after (a) the complete execution of this Assignment or (b) Landlord’s approval of Tenant’s Plans (including a Geotech Report) and all contingencies set forth in the Ground Lease have been satisfied and/or waived; (ii) Landlord shall Substantially Complete Landlord’s Work, other than the Building Pad, final paving and striping, thirty (30) days after completion of the Building Pad and completion by this Lease Agreement Tenant of Tenant’s Work; and to carry out its obligations hereunder. (iii) Landlord shall complete the final paving and striping within thirty (30) days after request by Tenant, provided that, Landlord and Tenant acknowledge that the final paving and striping cannot be completed from November 1st – April 1st.
E. The Landlord has authorized and approved the execution and delivery of this Lease Agreement and other documents related to this transaction; and
b. The leasing of the existing golf course to the Tenant under the terms and conditions provided for in this Lease Agreement is necessary, convenientof, and in furtherance of the Landlord’s governmental purposesperformance by Landlord and Assignor pursuant to, and is in the best interest of the citizens and inhabitants of the Landlord; and
c. To the knowledge of the Landlordthis Assignment will not violate, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts conflict with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Landlord is now a party or by which the Landlord is bound, or constitutes constitute a default under any of the foregoing; and
d. To the knowledge of the Landlordagreement, there is no litigation order, rule or proceeding pending or threatened against the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement law by which either party or the ability of the Landlord to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Tenant. The Tenant represents, covenants, and warrants as follows:
a. The Tenant is a Wyoming corporation duly organized and existing under the laws of the State of Wyoming. The Tenant has all necessary power to enter into this Lease Agreement, is possessed of full power to lease real and personal property, as lessor or lessee, and has duly authorized the execution and delivery of this Lease Agreement; and
b. The Tenant will not pledge, assign, mortgage, or encumber any of its rights under this Lease Agreement; and
c. To the knowledge of the Tenant, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Tenant is now a party or by which the Tenant Premises is bound, or constitutes a default under and any and all third party consents required for this Assignment have been obtained in writing.
F. The person executing this Assignment for each party has the authority to execute and deliver this Assignment on behalf of such party.
G. This Assignment includes all right, title and interest in and to all studies, agreements, permits, licenses, plans, authorizations and approvals relating to Tenant’s Work and to the occupancy and operation of the foregoing; and
d. To Premises (collectively, the knowledge “Property Development Approvals”). All costs associated with the Property Development Approvals have been or will be fully paid and satisfied by Landlord, provided that, per Section 3.2(d) of the Ground Lease Tenant is responsible to reimburse Landlord, upon the Rent Commencement Date, for any utility, traffic and impact fees incurred up to an amount of $15,000.00. Notwithstanding the foregoing and anything to the contrary contained in the Ground Lease, Tenant shall be responsible for all costs associated with all studies, agreements, permits, licenses, plans, authorizations and approvals relating to Tenant’s Work.
H. Landlord shall continue to be bound by and shall fully comply with all Developer obligations pursuant to that certain Land Development Improvements Agreement dated August 15, there is no litigation or proceeding pending or threatened against 2009 (the Tenant or any other person affecting “Improvements Agreement”) and recorded in the right Office of the Tenant to execute this Lease Agreement or the ability Northampton County Recorder of the Tenant to comply with its obligations hereunderDeeds in Book 2009-1, Page 250586, and Landlord shall indemnify, defend and hold Assignee harmless from and against any and all liabilities related thereto.
Appears in 1 contract
Sources: Ground Lease (Embassy Bancorp, Inc.)
REPRESENTATIONS, COVENANTS AND WARRANTIES. Representations, Covenants, and Warranties of the Landlord. The Landlord represents, covenants, and warrants as follows:
a. The Landlord is As an incorporated municipality, duly and regularly created, incorporated, and existing as such within the State of Wyoming under the Constitution and laws of the State. The Landlord has fee simple title inducement to the eighteen holes of the golf course and the real property used for the operation of the golf course, Exhibit “A” attached hereto, hereinafter referred to as the “Existing Site” and to the existing facilities thereon and is authorized by law Lender to enter into the transactions contemplated by this Lease Agreement Agreement, Borrower represents, covenants and to carry out its obligations hereunder. The Landlord has authorized and approved warrants (which shall survive the execution and delivery of this Lease Agreement and other documents related to this transaction; and
b. The leasing of the existing golf course to the Tenant under the terms and conditions provided for in this Lease Agreement is necessary, convenient, and in furtherance of the Landlord’s governmental purposes, and is in the best interest of the citizens and inhabitants of the Landlord; and
c. To the knowledge of the Landlord, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Landlord is now a party or by which the Landlord is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Landlord, there is no litigation or proceeding pending or threatened against the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement or the ability of the Landlord to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Tenant. The Tenant represents, covenants, and warrants as followsAgreement) that:
a. The Tenant 6.1. Borrower is and at all times during the term of this Agreement shall be a Wyoming corporation duly organized and presently existing in good standing under the laws of the State of WyomingNew Jersey and is and at all times during the term of this Agreement shall be duly qualified and existing in good standing in every other state in which the nature of Borrower's business requires it to be qualified. Borrower is not aware, and will upon becoming aware promptly notify Lender, of any person organizing under its name in another state.
6.2. The Tenant has all necessary power to enter into execution, delivery and performance of this Lease AgreementAgreement are within the corporate powers of Borrower, is possessed of full power to lease real and personal property, as lessor or lessee, and has have been duly authorized the execution by appropriate corporate action and delivery of this Lease Agreement; and
b. The Tenant will are not pledge, assign, mortgage, or encumber any of its rights under this Lease Agreement; and
c. To the knowledge in contravention of the Tenant, neither the execution and delivery hereof, nor the fulfillment terms of Borrower's charter or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with by-laws or results in a breach of the terms, conditions, or provisions of any restriction or any indenture, agreement or instrument undertaking to which the Tenant Borrower is now a party or by which it may be bound. Borrower is not now the Tenant is bound, subject of any pending governmental investigation or constitutes a default under proceeding or of any insolvency proceeding. No receiver or custodian has been appointed for any of the foregoing; andproperty of Borrower. No consent, approval or authorization of any person, including stockholders of Borrower or any governmental or regulatory authority, that has not been obtained, is required in connection with the execution, delivery and performance by Borrower of this Agreement. Borrower warrants that all financial statements and other reports provided to Lender prior to the Closing Date are true and correct in all material respects.
d. To the knowledge of the Tenant6.3. Except as set forth on Schedule 6.3, there are no pending suits, Federal or state tax liens, or judgment liens against Borrower or affecting its assets, except for Permitted Liens. No assets of Borrower are subject to any liens or encumbrances except for Permitted Liens. Borrower has no employee benefit plans subject to ERISA that have accumulated funding deficiencies or liquidity shortfalls as defined and calculated under ERISA or with respect to which Borrower presently has withdrawal liability.
6.4. Borrower is no litigation and shall be, with respect to all Inventory, Equipment, intellectual property collateral, cash collateral and other Collateral, the owner thereof free from any lien, security interest or proceeding pending or threatened against the Tenant encumbrance of any kind, except for Permitted Liens. No Receivable or any other Collateral has been or shall hereafter be assigned, pledged or transferred to any person affecting other than the right Lender or in any way encumbered or subject to a security interest except to Lender, and except for Permitted Liens, and Borrower shall defend the same against the claims of the Tenant to execute this Lease Agreement or the ability of the Tenant to comply with its obligations hereunderall persons.
Appears in 1 contract
Sources: Financing Agreement (Dataram Corp)
REPRESENTATIONS, COVENANTS AND WARRANTIES. Representations(a) Each of Borrower, CovenantsOriginal Indemnitor, Assumptor and Warranties Substitute Indemnitor (each as to itself only) hereby represents and warrants to Noteholder that the execution, delivery and performance of this Assumption Agreement and any and all other documents executed and/or delivered in connection herewith have been authorized by all requisite company, partnership or corporate action and do not and will not violate its charter, its partnership agreement, its articles of organization and operating agreement, or its bylaws and articles of incorporation, its trust agreement, as the case may be.
(b) Borrower and Original Indemnitor (each as to itself only) represent and warrant to Noteholder, Assumptor and Substitute Indemnitor that neither of them is in default under the Loan Documents as of the Landlord. The Landlord date of execution of this Assumption Agreement.
(c) Noteholder represents and warrants, that after giving effect to the terms of this Assumption Agreement, there exists no event of default based upon failure to make payments on the Note as and when due.
(d) Without limiting the provisions of this Assumption Agreement and the Loan Documents, Assumptor hereby represents, covenants, warrants and covenants unto Noteholder as of the date hereof that Assumptor complies and will comply with Section 4.3 of the Security Instrument.
(e) Substitute Indemnitor hereby represents and warrants as follows:
a. The Landlord is an incorporated municipality, duly and regularly created, incorporated, and existing as such within to Noteholder that there has been no adverse change in the State of Wyoming under the Constitution and laws financial position of the State. The Landlord has fee simple title to Substitute Indemnitor from the eighteen holes financial position of the golf course Substitute Indemnitor as set forth in the financial information provided by Substitute Indemnitor to OCM in connection with this transaction.
(f) Assumptor and Substitute Indemnitor hereby represent and warrant to Noteholder that all funds provided by Assumptor's constituents to Assumptor are in the real property used for form of capital contributions and are not loans to Assumptor. Assumptor and Substitute Indemnitor hereby represent and warrant to Noteholder that neither the operation Property nor the membership interests in Assumptor have been pledged or encumbered in connection with the acquisition of the golf course, Exhibit “A” attached hereto, hereinafter referred to as the “Existing Site” and to the existing facilities thereon and is authorized Property by law to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder. The Landlord has authorized and approved the execution and delivery of this Lease Agreement and other documents related to this transaction; andAssumptor.
b. The leasing of the existing golf course to the Tenant under the terms and conditions provided for in this Lease Agreement is necessary, convenient, and in furtherance of the Landlord’s governmental purposes, and is in the best interest of the citizens and inhabitants of the Landlord; and
c. To the knowledge of the Landlord, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated (g) Substitute Indemnitor hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Landlord is now a party or by which the Landlord is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Landlord, there is no litigation or proceeding pending or threatened against the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement or the ability of the Landlord to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Tenant. The Tenant represents, covenants, and warrants as follows:
a. The Tenant is a Wyoming corporation duly organized and existing under the laws of the State of Wyoming. The Tenant has covenants unto Noteholder that at all necessary power to enter into this Lease Agreement, is possessed of full power to lease real and personal property, as lessor or lessee, and has duly authorized the execution and delivery of this Lease Agreement; and
b. The Tenant will not pledge, assign, mortgage, or encumber any of its rights under this Lease Agreement; and
c. To the knowledge of the Tenant, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Tenant is now a party or by which the Tenant is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Tenant, there is no litigation or proceeding pending or threatened against the Tenant or any other person affecting the right of the Tenant to execute this Lease Agreement or the ability of the Tenant to comply with its obligations hereunder.times
Appears in 1 contract
Sources: Assignment, Assumption and Consent to Assumption Agreement (Cedar Income Fund LTD /Md/)
REPRESENTATIONS, COVENANTS AND WARRANTIES. Representations, Covenants, and Warranties of the Landlord. The Landlord represents, covenants, and warrants as follows:
a. The Landlord is As an incorporated municipality, duly and regularly created, incorporated, and existing as such within the State of Wyoming under the Constitution and laws of the State. The Landlord has fee simple title inducement to the eighteen holes of the golf course and the real property used for the operation of the golf course, Exhibit “A” attached hereto, hereinafter referred to as the “Existing Site” and to the existing facilities thereon and is authorized by law Lender to enter into the transactions contemplated by this Lease Agreement Agreement, Borrower represents, covenants and to carry out its obligations hereunder. The Landlord has authorized and approved warrants (which shall survive the execution and delivery of this Lease Agreement and other documents related to this transaction; and
b. The leasing of the existing golf course to the Tenant under the terms and conditions provided for in this Lease Agreement is necessary, convenient, and in furtherance of the Landlord’s governmental purposes, and is in the best interest of the citizens and inhabitants of the Landlord; and
c. To the knowledge of the Landlord, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Landlord is now a party or by which the Landlord is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Landlord, there is no litigation or proceeding pending or threatened against the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement or the ability of the Landlord to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Tenant. The Tenant represents, covenants, and warrants as followsAgreement) that:
a. The Tenant 6.1. Borrower is and at all times during the term of this Agreement shall be a Wyoming corporation Corporation duly organized and presently existing in good standing under the laws of the State of WyomingDelaware and is and at all times during the term of this Agreement shall be duly qualified and existing in good standing in every other state in which the nature of Borrower's business requires it to be qualified. Borrower is not aware, and will upon becoming aware promptly notify Lender, of any person organizing under its name in another state.
6.2. The Tenant has all necessary power to enter into execution, delivery and performance of this Lease AgreementAgreement are within the corporate powers of Borrower, is possessed of full power to lease real and personal property, as lessor or lessee, and has have been duly authorized the execution by appropriate corporate action and delivery of this Lease Agreement; and
b. The Tenant will are not pledge, assign, mortgage, or encumber any of its rights under this Lease Agreement; and
c. To the knowledge in contravention of the Tenant, neither the execution and delivery hereof, nor the fulfillment terms of Borrower's charter or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with by-laws or results in a breach of the terms, conditions, or provisions of any restriction or any indenture, agreement or instrument undertaking to which the Tenant Borrower is now a party or by which it may be bound. Borrower is not now the Tenant is bound, subject of any pending governmental investigation or constitutes a default under proceeding or of any insolvency proceeding. No receiver or custodian has been appointed for any of the foregoingproperty of Borrower. No consent, approval or authorization of any person, including stockholders of Borrower or any governmental or regulatory authority, that has not been obtained, is required in connection with the execution, delivery and performance by Borrower of this Agreement. Borrower warrants that all financial statements and other reports provided to Lender prior to the Closing Date are true and correct in all material respects.
6.3. Other than as set forth on Schedule 6.3, there are no pending suits, Federal or state tax liens, or judgment liens against Borrower or affecting its assets, except for Permitted Liens. No assets of Borrower are subject to any liens or encumbrances except for Permitted Liens. Borrower has no employee benefit plans subject to ERISA that have accumulated funding deficiencies or liquidity shortfalls as defined and calculated under ERISA or with respect to which Borrower presently has withdrawal liability.
6.4. Borrower is and shall be, with respect to all Inventory, Equipment, intellectual property collateral, cash collateral and other Collateral, the owner thereof free from any lien, security interest or encumbrance of any kind, except for Permitted Liens. No Receivable or any other Collateral has been or shall hereafter be assigned, pledged or transferred to any person other than the Lender or in any way encumbered or subject to a security interest except to Lender, and except for Permitted Liens, and Borrower shall defend the same against the claims of all persons.
6.5. Borrower's books and records relating to the Receivables are maintained at the office referred to below. Except as otherwise stated below, the principal executive office of Borrower is located at such address and has been so located on a continuous basis for not less than six months. Borrower shall not change such location without Lender's prior written consent, and, upon making any such change, Lender shall be authorized to file any additional financing statements or other documents or notices which may be necessary under the UCC or other applicable law and Borrower shall execute and deliver to Lender any such documents requiring Borrower’s signature, failing which Lender shall be authorized to sign such documents on behalf of Borrower as Borrower’s attorney-in-fact. The listing of offices on Schedule 6.5 hereto represents all of Borrower’s places of business. Borrower shall notify Lender of the existence of any additional places of business within 5 Business Days after any such place of business is established.
6.6. All loans and advances requested by Borrower under this Agreement shall be used for the general corporate and business purposes of Borrower and in no event shall Borrower request Lender to remit a loan or advance to an account of Borrower that is used for the specific purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board) or to extend credit to others for the purpose of purchasing or carrying any such margin stock in contravention of Regulation T, U or X of the Federal Reserve Board; andor to the extent that any loans and advances requested by Borrower under this Agreement shall be used for paying wages of the employees of Borrower, Borrower hereby represents and warrants that it shall withhold .and pay over to the applicable tax authorities any amount thereof as it shall be so required by applicable law.
d. To 6.7. Borrower shall maintain its shipping forms, invoices and other related documents in a form satisfactory to Lender and shall maintain its books, records and accounts in accordance with sound accounting practice. Borrower shall furnish to Lender accounts receivable agings, accounts receivable roll forward reports (in the form attached hereto as Exhibit B) and reconciliations of accounts receivable collateral and the loan balance on the monthly statements provided by Lender to Borrower’s records and inventory designations, monthly, not later than the 10th of each month, covering the previous month. Borrower shall furnish to Lender such other information regarding the business affairs and financial condition of Borrower as Lender may, from time to time, reasonably request, including (a) audited financial statements as at the end of and for each fiscal year of Borrower, as soon as practical and in any event within 90 days after the end of each such fiscal year, and unaudited financial statements prepared on a review basis, as at the end of, and for the first, second and third quarter of each of Borrower’s fiscal years, as soon as practical and in any event within 45 days after the end of each such quarter, in each case in such form as Borrower files with the Securities and Exchange Commission, prepared or reviewed by independent Certified Public Accountants reasonably acceptable to Lender, it being agreed that ▇▇▇▇▇▇ LLP shall be reasonably acceptable to Lender; and concurrently with such financial statements, a written statement signed by the Chief Financial Officer (“CFO”) of the Borrower to the effect that (i) CFO has not obtained any knowledge of the Tenantexistence of any Default, or (ii) if such CFO has obtained from such examination any such knowledge, such CFO shall disclose in such written statement the Default and the nature thereof. All such statements and information shall fairly present the financial condition of Borrower, and the results of its operations as of the dates and for the periods, for which the same are furnished.
6.8. Borrower shall duly pay and discharge all taxes, assessments, contributions and governmental charges upon or against it or its properties or assets prior to the date on which penalties attach thereto. Borrower shall be liable for any tax (excluding a tax imposed on the overall net income of Lender) imposed upon any transaction under this Agreement or giving rise to the Receivables or which Lender may be required to withhold or pay for any reason and Borrower agrees to indemnify and hold Lender harmless with respect thereto, and to repay Lender on demand the amount thereof. Until paid by Borrower, Borrower’s liability under this paragraph shall be added to the Obligations secured hereunder, and may at Lender's option be charged to Borrower's Loan Account but shall nonetheless be independent hereof and continue notwithstanding any termination hereof.
6.9. With respect to each Receivable, Borrower hereby represents and warrants that: each Receivable represents a valid and legally enforceable indebtedness based upon an actual and bona fide sale and delivery of property in the ordinary course of Borrower's business which has been completed and finally accepted by the Account Debtor and for which the Account Debtor is unconditionally liable to make payment of the amount stated in each invoice, document or instrument evidencing the Receivable in accordance with the terms thereof, without offset, defense or counterclaim; to the best of Borrower’s knowledge, each Receivable will be paid in full at maturity; no Receivables have arisen from sales on ▇▇▇▇ and hold terms; to the best of Borrower’s knowledge, all statements made and all unpaid balances appearing in any invoices, documents, instruments and statements of account describing or evidencing the Receivables are true and correct and are in all respects what they purport to be and all signatures and endorsements that appear thereon are genuine and all signatories and endorsers have full capacity to contract; to the best of Borrower’s knowledge, the Account Debtor owing the Receivable and each guarantor, endorser or surety of such Receivable is solvent and financially able to pay in full the Receivable when it matures; and all recording, filing and other requirements of giving public notice under any applicable law which are required to be made by Borrower have been duly complied with.
6.10. Borrower shall until payment in full of all Obligations to Lender and termination of this Agreement cause to be maintained at the end of each of its fiscal quarters, Tangible Net Worth in an amount not less than $2,500,000 and Working Capital of not less than $2,500,000.
6.11. Prior to the making of any loans hereunder: 1) Lender shall have received an opinion of Borrower’s counsel in the form, and as to the matters, required by Lender; 2) Lender shall have received Goodstanding Certificates and other certifications with respect to Borrower and any other Person liable on the Obligations from such governmental authorities as Lender shall require; 3) Lender or its agents shall have completed such examinations and appraisals of the Collateral and such searches with regard to Borrower and its assets, as Lender shall require, all at Borrower’s expense; 4) Lender shall have received a payoff letter duly executed and delivered by Silicon Valley Bank and Borrower or other evidence of such termination in form and substance satisfactory to Lender, and any other evidence Lender may require that on the Closing Date there shall be no Liens on the Collateral other than Permitted Liens; 5) a lockbox or deposit account complying with Section 5.1 shall have been established which is satisfactory to Lender; 6) Lender shall have received evidence, in form satisfactory to Lender, that Borrower has obtained such insurance policies, in such form, with such issuers and covering such risks, as Lender shall require, with endorsements, naming Lender as loss payee, that are acceptable to Lender; and 7) the Loan Availability shall be in an amount equal to or greater than $500,000 plus the sum of all amounts required to be disbursed at closing for the purpose of paying Lender’s expenses chargeable to Borrower hereunder and all amounts required to be paid to creditors to induce them to release any liens in the Collateral that are not Permitted Liens.
6.12. During the term of this Agreement, Borrower shall not make any sales to customers by accepting a credit card issued to such customers unless Borrower has prior thereto entered into a merchant agreement with a processor, relating to sales made using such credit card, on terms that are acceptable to Lender, and such processor has agreed to remit the proceeds of such sales to an account of Borrower with respect to which Lender has control in accordance with Section 9-104 of the UCC.
6.13. Attached as Exhibit C is a listing of all of Borrower’s patents, trademarks and copyrights. So long as any Obligations remain outstanding, Lender is hereby irrevocably authorized to use any of Borrower’s patents, trademarks and copyrights for the purpose of enforcing Lender’s security interest in the Collateral and disposing of any of the Collateral.
6.14. So long as any Obligations remain outstanding, Borrower shall (i) advise Lender of the existence of any commercial tort claims in favor of Borrower, which advice shall be given to Lender in writing no litigation later than 10 days after Borrower becomes aware of existence of such a claim in its favor; (ii) within 5 Business Days after Lender’s request therefor, provide Lender with a listing of all deposit accounts and securities accounts maintained by Borrower and a listing of all letters of credit issued and outstanding in favor of Borrower as beneficiary and, if requested by Lender, arrange for the execution by each depository bank and financial intermediary of a control agreement in Lender’s favor with respect to such accounts, and by each letter of credit issuer of a consent to an assignment of the proceeds of such letter of credit to Lender, in each case in form and content satisfactory to Lender; (iii) maintain in effect in favor of Lender, agreements (in form satisfactory to Lender) executed by the landlords of Borrower’s places of business and the bailees of its property, pursuant to which Lender is granted access to such places of business and such bailees are directed to honor Lender’s instructions with respect to the disposition of such property.
6.15. Until indefeasible payment in full of the Obligations, Borrower shall not (i) make any loans to officers, directors, shareholders or proceeding pending Affiliates; (ii) engage in any other transactions with Affiliates except on terms similar to those that would be in effect in transactions between unrelated parties (iii) incur or threatened against repay indebtedness for borrowed money or guaranty the Tenant obligations of Affiliates or other Persons; (iv) sell, transfer or otherwise dispose of any assets except for sales of Inventory in the normal course; (v) declare any dividends, redeem or repurchase any stock, or make any other distributions in respect of its stock; or (vi) enter into any agreements to buy or sell goods on consignment terms, unless Borrower (x) excludes any such transaction from its Receivables reports to Lender until it becomes a sale, and (y) complies with all filing and notice requirements under the law, including under the UCC, in order to preserve its first priority interest in any such goods giving rise to such transactions; or (vi) merge with or into any entity or undergo any other restructuring or reorganization including reorganizations that would result in Borrower being organized under the laws of a state other than Delaware.
6.16. Borrower shall not (i) conduct any business or engage in any transaction or dealing with any Blocked Person (as hereafter defined), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person; (ii) deal in, or otherwise engage in any transaction relating to any property or interests in property blocked pursuant to Executive Order No. 13224; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224, the USA Patriot Act or any other Anti-Terrorism Law. Borrower shall deliver to Lender any certification or other evidence requested from time to time by Lender in its sole discretion, confirming Borrower’s compliance with this Section. Borrower is not in violation of any Anti-Terrorism Law and Borrower is not a Person (a “Blocked Person”) that (a) is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (b) is owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (c) any financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (d) commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (e) is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or is affiliated or associated with a person affecting or entity listed above; (f) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the right benefit of the Tenant to execute this Lease Agreement or the ability of the Tenant to comply with its obligations hereunder.any
Appears in 1 contract
REPRESENTATIONS, COVENANTS AND WARRANTIES. RepresentationsAs applicable, CovenantsSellers represent, covenant, and Warranties of the Landlord. The Landlord represents, covenants, and warrants warrant to Buyer as follows:
a. The Landlord (a) Seller Intermissum Limited is an incorporated municipalitya duly formed, duly validly existing entity and regularly created, incorporatedin good standing under the jurisdiction of England and Wales. Sellers have all necessary power and authority, and existing as such within the State of Wyoming under the Constitution have taken all action necessary to execute and laws of the State. The Landlord has fee simple title to the eighteen holes of the golf course and the real property used for the operation of the golf coursedeliver this Agreement, Exhibit “A” attached hereto, hereinafter referred to as the “Existing Site” and to the existing facilities thereon and is authorized by law to enter into consummate the transactions contemplated by hereby and to perform said Sellers’ obligations hereunder, and no other material proceedings on said Seller’s part are necessary to authorize the execution, delivery and performance of this Lease Agreement and to carry out its obligations hereunder. The Landlord has authorized and approved the transactions contemplated hereby.
(b) Upon the execution and delivery of this Lease Agreement by Sellers, this Agreement will be legal, valid and other documents related to this transaction; and
b. The leasing binding upon Sellers and enforceable against Sellers in accordance with its terms, and the sale of any of the existing golf course to the Tenant Purchased Assets hereunder will not violate, breach or result in any material default under the terms and conditions provided for in this Lease Agreement is necessaryany material indenture, convenientmortgage, and in furtherance of the Landlord’s governmental purposeslease, and is in the best interest of the citizens and inhabitants of the Landlord; and
c. To the knowledge of the Landlordagreement, neither the execution and delivery hereoflicense, nor the fulfillment of permit, article, by-law, statute, regulation, order, judgment, decree, ordinance or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument law to which the Landlord Sellers is now a party or by which the Landlord is bound, Sellers or constitutes a default under any of the foregoing; andPurchased Assets are bound, unless otherwise disclosed to Buyer by Sellers.
d. To the knowledge (c) Within thirty (30) business days of the LandlordClosing, there is no litigation or proceeding pending or threatened against Sellers agree to (i) file any and all documents necessary to reflect the Landlord or any other person affecting the right sale of the Landlord Purchased Assets to execute this Lease Agreement or Buyer, including, without limitation, to the ability extent necessary, a Notice of Abandonment of Assumed Name with the appropriate governmental offices as may be required under the law, and (ii) pay, out of the Landlord Purchase Price proceeds, all Accounts Payable existing prior to comply with its obligations contained hereunder. Representationsthe Closing, Covenantsincluding without limitation, and Warranties any unsatisfied judgments against Sellers.
(d) As of the Tenant. The Tenant representsClosing Date, covenantsSellers hereby release Buyer from any and all obligations owing to Sellers including, and warrants as follows:without limitation, any moneys owing to Sellers thereunder.
a. The Tenant is a Wyoming corporation duly organized and existing under the laws (e) Sellers agree they are liable for all of the State obligations of Wyoming. The Tenant has all necessary power to enter into this Lease Agreement, is possessed of full power to lease real and personal property, as lessor or lessee, and has duly authorized the execution and delivery of this Lease Agreement; and
b. The Tenant will not pledge, assign, mortgage, or encumber any of its rights Sellers under this Lease Agreement; and
c. To the knowledge of the Tenant, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Tenant is now a party or by which the Tenant is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Tenant, there is no litigation or proceeding pending or threatened against the Tenant or any other person affecting the right of the Tenant to execute this Lease Agreement or the ability of the Tenant to comply with its obligations hereunder.
Appears in 1 contract
REPRESENTATIONS, COVENANTS AND WARRANTIES. Representations, Covenants, and Warranties of the Landlord. (a) The Landlord represents, covenants, Advisor hereby represents and warrants as follows:
a. The Landlord (1) That it is registered in good standing with the Securities and Exchange Commission as an incorporated municipality, duly and regularly created, incorporatedinvestment Advisor under the Advisers Act, and existing as such within the State of Wyoming under the Constitution registration is current, complete and laws in full compliance with all applicable provisions of the State. The Landlord has fee simple title to the eighteen holes of the golf course Advisers Act and the real property used for rules and regulations thereunder;
(2) That it has all the operation of the golf course, Exhibit “A” attached hereto, hereinafter referred to as the “Existing Site” and to the existing facilities thereon and is authorized by law requisite authority to enter into the transactions contemplated by this Lease Agreement into, execute, deliver and to carry out perform its obligations hereunder. The Landlord has authorized and approved the execution and delivery of under this Lease Agreement and other documents related to this transactionAgreement; and
b. (3) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject.
(b) The leasing Advisor hereby covenants and agrees that, so long as this Agreement shall remain in effect:
(1) It shall maintain its registration in good standing as an investment Advisor under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the existing golf course Advisers Act and the rules and regulations thereunder;
(2) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to the Tenant under the terms and conditions provided for in this Lease Agreement which it is necessary, convenient, and in furtherance of the Landlord’s governmental purposes, and is in the best interest of the citizens and inhabitants of the Landlordsubject; and
c. To the knowledge of the Landlord, neither the execution and delivery hereof, nor the fulfillment of or compliance (3) It shall at all times fully comply with the terms Advisers Act, the 1940 Act, all applicable rules and conditions hereof, nor the consummation of the transactions contemplated regulations under such Acts and all other applicable law.
(c) The Sub-Advisor hereby conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Landlord is now a party or by which the Landlord is bound, or constitutes a default under any of the foregoing; and
d. To the knowledge of the Landlord, there is no litigation or proceeding pending or threatened against the Landlord or any other person affecting the right of the Landlord to execute this Lease Agreement or the ability of the Landlord to comply with its obligations contained hereunder. Representations, Covenants, and Warranties of the Tenant. The Tenant represents, covenants, represents and warrants as follows:
a. The Tenant (1) That it is a Wyoming corporation duly organized registered in good standing with the Securities and existing Exchange Commission as an investment Advisor under the laws Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the State of Wyoming. The Tenant Advisers Act and the rules and regulations thereunder;
(2) That it has all necessary power the requisite authority to enter into into, execute, deliver and perform its obligations under this Lease Agreement, is possessed of full power to lease real and personal property, as lessor or lessee, and has duly authorized the execution and delivery of this Lease Agreement; and
b. The Tenant will not pledge, assign, mortgage, or encumber any (3) Its performance of its rights obligations under this Lease AgreementAgreement does not conflict with any law, regulation or order to which it is subject.
(d) The Sub-Advisor hereby covenants and agrees that, so long as this Agreement shall remain in effect:
(1) It shall maintain its registration in good standing as an investment Advisor under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder;
(2) Its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject;
(3) It shall at all times fully comply with the Advisers Act, the 1940 Act, all applicable rules and regulations under such Acts and all other applicable law; and
c. To (4) It shall promptly notify the knowledge of Advisor and the Tenant, neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of the terms, conditions, or provisions Fund upon occurrence of any restriction event that might disqualify or prevent it from performing its duties under this Agreement. It further agrees to notify the Advisor and the Fund promptly with respect to written material that has been provided to the Fund or the Advisor for inclusion in the Registration Statement, prospectus and statement of additional information for the Fund or any agreement supplement or instrument amendment thereto, or, if written material has not been provided, with respect to which the Tenant is now a party or by which information contained in the Tenant is boundRegistration Statement, or constitutes a default under any prospectus and statement of the foregoing; and
d. To the knowledge of the Tenant, there is no litigation or proceeding pending or threatened against the Tenant additional information or any other person affecting supplement or amendment thereto, reviewed by the right Sub-Advisor, in either case, of any untrue statement of a material fact or of any omission of any statement of a material fact which is required to be stated therein or is necessary to make the Tenant to execute this Lease Agreement or the ability of the Tenant to comply with its obligations hereunder.statements contained therein not misleading
Appears in 1 contract
Sources: Sub Investment Advisory Agreement (Van Eck Worldwide Insurance Trust)