By the City. As a material inducement to entering into this Agreement, the City hereby represents and warrants to Competitive Supplier as of the Effective Date of this Agreement as follows:
a) this Agreement constitutes the legal, valid and binding obligation of the City enforceable in accordance with its terms, subject to applicable laws;
b) the execution, delivery and performance of this Agreement are within the City’s powers, have been, or will be duly authorized by all necessary action;
c) the City has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this Agreement or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; and
d) no Bankruptcy is pending or threatened against the City.
By the City. As a material inducement to entering into this ESA, the City hereby represents and warrants to Competitive Supplier as of the effective date of this ESA as follows:
a) this ESA constitutes the legal, valid and binding obligation of the City enforceable in accordance with its terms;
b) the execution, delivery and performance of this ESA are within the City’s powers, have been or will be duly authorized by all necessary action;
c) the City has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due;
d) all Participating Consumers are bound as principals to this ESA; and
e) no Bankruptcy is pending or threatened against the City.
By the City. The City represents, warrants, covenants and agrees as a basis for the undertakings on its part contained herein that:
(1) The City is a fourth-class city organized and existing under the laws of the State of Missouri, and by proper action has been duly authorized to execute, deliver and perform this Agreement.
(2) To the best of the City’s knowledge, there are no lawsuits either pending or threatened that would affect the ability of the City to perform this Agreement.
By the City. The City hereby waives its immunity, if any, in the Courts of the Commonwealth or federal courts of appropriate jurisdiction, in favor of the Tribe for the purpose of resolving all Disputes. The parties expressly acknowledge and agree, however, that any waiver of sovereign immunity provided for in this Agreement shall not apply to acts of the City related to the performance of governmental functions.
By the City. As a material inducement to entering into this ESA, the City hereby represents and warrants to Competitive Supplier as of the effective date of this ESA as follows:
a) this ESA constitutes the legal, valid and binding obligation of the City enforceable in accordance with its terms;
b) the execution, delivery and performance of this ESA are within the City’s powers, have been or will be duly authorized by all necessary action;
c) the City has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due;
d) all Participating Consumers are bound as principals to this ESA;
e) no Bankruptcy is pending or threatened against the City;
f) none of the documents or other written information furnished by or on behalf of City to the Competitive Supplier pursuant to this ESA and any solicitation process which led to the consummation of this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and
g) all information furnished by the City pursuant to this ESA is true and accurate to the best of the City’s knowledge at the time the statement was made.
By the City. This Agreement may be terminated at any time by the CITY upon giving thirty (30) days written notice to XX. XXXXX.
By the City. The CITY may terminate this Contract for any reason and at any time by giving at least sixty (60) days written notice to the CONTRACTOR of such termination and specifying the effective date thereof. If the Contract is terminated by the CITY, the CONTRACTOR shall be paid for any services already performed. The CONTRACTOR shall be liable to the CITY for any damages sustained by the CITY by virtue of any breach of the Contract by the CONTRACTOR.
By the City. The City may only terminate this agreement in accordance with O.C.G.A. § 36-32-2.1 and/or the provisions of Sections 5.17 and 5.18 of the City’s Charter.
By the City. The City shall not do any act or thing that will create any Encumbrance (other than a Permitted City Encumbrance) against the Metered Parking System and shall promptly remove any Encumbrance (other than a Permitted City Encumbrance) against the Metered Parking System that came into existence as a result of an act of or omission by the City or a Person claiming through the City. The City shall not be deemed to be in default hereunder if the City continuously, diligently and in good faith contests any such Encumbrance, or the validity thereof (or causes such contest), by appropriate legal proceedings that shall operate to prevent the foreclosure of any such Encumbrance, provided that the City has given advance notification to the Concessionaire that it is the intent of the City to contest the validity or collection thereof or cause such contest.
By the City. The City shall not do any act or thing that will create any Encumbrance (other than a Permitted City Encumbrance) against the System and shall promptly remove any Encumbrance (other than a Permitted City Encumbrance) against the System that came into existence as a result of an act of or omission by the City or a Person claiming through the City. The City shall not be deemed to be in default hereunder if the City continuously, diligently and in good faith contests any such Encumbrance, or the validity thereof (or causes such contest), by appropriate legal proceedings that shall operate to prevent the foreclosure of any such Encumbrance, provided that the City has given advance notification to the Concessionaire that it is the intent of the City to contest the validity or collection thereof or cause such contest.
