MANUFACTURER’S REPRESENTATIONS Sample Clauses
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MANUFACTURER’S REPRESENTATIONS. Warranties and Covenants -------------------------------------------------------- Manufacturer hereby represents and warrants to Midway and Assignee that:
a. Manufacturer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in the State of Washington.
b. Manufacturer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Consent and the execution, delivery and performance of this Consent have been duly authorized by all necessary corporate action on the part of Manufacturer.
c. Each of the Boeing Purchase Agreement and this Consent has been duly executed and delivered by Manufacturer and constitute the legally valid and binding obligation of Manufacturer, enforceable against Manufacturer in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether such enforceability is at issue in the proceeding in equity or at law).
d. Manufacturer confirms that the amounts set forth in Table 1 to the Boeing Purchase Agreement accurately represent the advance payments due and owing under the Boeing Purchase Agreement with respect to each Aircraft.
e. In the event the Manufacturer releases Midway from its obligations under the Boeing Purchase Agreement to purchase an Aircraft prior to the expiration of the ten (10) Business Day period in Section 3.b hereof, the Manufacturer shall pay to the Assignee in full the Series of Drawings made by the Senior Loan Participants with respect to such Aircraft, together with all interest accrued and unpaid thereon under the Senior Loan Certificates, and all other amounts due and payable in respect of such Drawings under the Operative Documents.
f. Manufacturer will not convey title to any of the Aircraft to Midway without confirmation from the Security Agent that all amounts due and owing from Midway to the Loan Participants with respect to such Aircraft have been paid in full (or arrangements are in place to repay the Loan Participants simultaneously with such conveyance).
MANUFACTURER’S REPRESENTATIONS. A. MANUFACTURER represents that it has no knowledge that any interest in the Property is presently owned, held or leased by a member of the San Antonio City Council, Zoning Commission, Planning Commission, the City’s Economic Development Department, or any other City officer or employee. MANUFACTURER further represents that it shall not knowingly sell, lease or otherwise convey an interest of any type of kind to a member of the San Antonio City Council, the Zoning Commission, the Planning Commission, the City’s Economic Development Department or any other City officer or employee, as long as this Agreement remains in effect.
MANUFACTURER’S REPRESENTATIONS. Manufacturer hereby represents and warrants that: (i) it owns and controls, directly or indirectly, or has procured, and will maintain all necessary rights to use and access and provide Amazon the right to use and access, all of the Manufacturer’s property that may be used or accessed by Amazon to perform the Equipment Testing; (ii) Manufacturer has the full power and authority to engage and direct Amazon to access Manufacturer property and to perform the Equipment Testing; (iii) this Authorization will not violate any term or condition of any agreement that Manufacturer has with any third party. Manufacturer is solely responsible for (i) obtaining any consents necessary for Amazon to perform the Equipment Testing and for (ii) providing any notices required in connection with the Equipment Testing and Amazon’s access or potential access to the Manufacturer Property in the course Amazon’s performance of the Equipment Testing. Manufacturer will provide all necessary guidelines for Amazon to access or circumvent Manufacturer Property, as are reasonably required for Amazon to perform the Equipment Testing.