City Representations. City represents and warrants to Developer as follows:
City Representations. The City represents that:
(a) The City is a body politic of the State of Wisconsin with full power and authority to enter into this Agreement and that all statutory procedures and requirements have been followed, fulfilled and satisfied in connection with the approval of this Agreement and the authorization of all City obligations required by this Agreement; and
(b) The individuals signing this Agreement on behalf of the City have full authority to do so and upon such execution by such individuals, this Agreement will constitute (and any instrument or agreement that the City is required to give under this Agreement when executed and delivered will constitute) legal, valid and binding obligations of the City enforceable against it in accordance with their respective terms.
City Representations. All representations and warranties made by the City in this Agreement shall be true and correct as of the date of the Agreement and Close of Escrow, subject to the City’s right to modify its representations as set forth in Section 206 below.
City Representations. The City represents and warrants as follows:
(a) Neither the execution and delivery of this Agreement by the City, nor the performance by the City of its obligations hereunder: (i) violates any Law or any indenture, material agreement, or other instrument to which the City is a party, or by which it or any of its properties or assets is bound; (ii) conflicts with, results in a breach of, or constitutes a default under any such indenture, agreement, or other instrument; or
City Representations. City represents and warrants to Company that:
6.1. City has the full right, power and authority to enter into this Agreement and perform this Agreement and each of the obligations and undertakings of City under this Agreement, and City’s execution, delivery and performance of this Agreement have been duly authorized and agreed to in compliance with the requirements of the City Code.
6.2. All consents and approvals necessary to the execution, delivery and performance of this Agreement by City have been obtained, and no further action needs to be taken in connection with City’s execution, delivery and performance of this Agreement.
6.3. As of the date of this Agreement, City knows of no litigation, proceeding, initiative, referendum, investigation or threat of any of the same contesting the powers of City or its officials with respect to this Agreement that has not been disclosed in writing to Company.
6.4. The execution, delivery and performance of this Agreement by City is not prohibited by, and does not conflict with, any other agreements, instruments or judgments or decrees to which City is a party or is otherwise subject.
6.5. No member, official or employee of the City has had any direct or indirect interest in this Agreement and has not participated in any decision relating to the Agreement that is prohibited by law. The Parties acknowledge that this Agreement is subject to cancellation pursuant to the provisions of A.R.S. §38-511.
6.6. City has been assisted by counsel of its own choosing in connection with the preparation and execution of this Agreement.
City Representations. The City acknowledges that the execution of this Agreement by the Developer is made in material reliance by the Developer on each and every one of the representations and warranties made by the City in this Section 6.2.
City Representations. The City hereby represents as follows:
a. The City is a municipal corporation duly organized and existing under the laws of the State of Montana. Under the laws of the State of Montana and City policies and procedures, the City has the power to enter into this Agreement and carry out its obligations hereunder.
b. The City has marketable title to the Fox Site, subject to such liens, encumbrances and defects of record and such other exceptions to title customarily set forth in an ALTA owner’s policy of title insurance.
c. There is no action, suit, investigation or proceeding now pending or, to the knowledge of the City, threatened against or affecting the City or its operations, properties or condition (financial or otherwise) before or by any governmental department, commission, board, authority or agency, or any court, arbitrator, mediator or grand jury, that individually or in the aggregate materially and adversely affects the validity of the transactions contemplated hereby, ability of the City to complete its obligations under this Agreement, or the validity or enforceability of this Agreement.
City Representations. The City represents and warrants that (i) its execution, delivery and performance of this Agreement has been duly authorized and entered into in compliance with the City's codes, ordinances, regulations and rules; (ii) no further action needs to be taken in connection with such execution and delivery; and (iii) this Agreement is valid and enforceable in accordance with its terms.
City Representations. City represents and warrants to Developer and covenants that until the expiration or earlier termination of this Agreement, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 2.2 not to be true, City shall immediately give written notice of such fact or condition to Developer. City acknowledges that Developer shall rely upon City’s representations made herein notwithstanding any investigation made by or on behalf of Developer.
