City Representations and Covenants Sample Clauses

City Representations and Covenants. City hereby represents and warrants as of the Effective Date and as of the Closing Date as follows: City is duly organized and validly existing under the laws of the State of its organization. City has full power and authority to execute and deliver this Agreement and the documents contemplated hereby and to consummate the transaction contemplated hereby; City's performance of this Agreement and the transactions contemplated hereby have been duly authorized by all requisite action on the part of City and the individuals executing this Agreement and the documents contemplated hereby on behalf of City have full power and authority to legally bind City; This Agreement has been duly and properly executed on behalf of City, and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a default (or an event that, with notice or the passage of time or both, would constitute a default) under, a violation or breach of, a conflict with, a right of termination of , or an acceleration of indebtedness under or performance required by , any note, indenture, license, lease, franchise, mortgage , deed of trust or other instrument or agreement to which City is a party or by which City is bound ; City has granted no lease, licenses or other occupancy agreements with respect to the Developer Parcel which have not otherwise terminated or expired by their terms prior to the Closing Date; There are no other agreements relating to the occupancy, use of the Developer Parcel to which City is a party which shall survive Closing; To City's knowledge , there is no litigation or governmental proceeding (including, but not limited to any condemnation proceeding) pending or, threatened with respect to the Developer Parcel or with respect to City which impairs City's ability to perform its obligations under this Agreement; To the best of City's knowledge, the Developer Parcel is not in violation of any Law , ordinances, regulations, statutes, rules and restrictions pertaining to or affecting the Developer Parcel; There is no pending or, to City's knowledge, threatened condemnation or similar proceeding or rezoning affecting the Developer Parcel or any portion thereof, nor to City's knowledge is any such action contemplated; To City's knowledge, there has not occurred on the Developer Parcel any handling, storage, treatment or disposal on, in or about the Developer Parcel of any hazardous, toxic or infectious substanc...
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City Representations and Covenants a) City represents that it has obtained, or will timely obtain prior to the Commencement Date, all required approvals and has the authority to enter into this Agreement and perform all obligations required hereunder.
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City Representations and Covenants. The City Attorney represents and covenants to the Underwriter, as more particularly set forth below, that:
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City Representations and Covenants. City represents to and covenants with User as follows:
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City Representations and Covenants. The City makes the following representations, warranties and covenants:
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Related to City Representations and Covenants

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS As an inducement to Buyer to enter into this Agreement and to purchase the Property, Seller warrants, represents, and covenants to Buyer, as follows:

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • BUYER’S WARRANTIES, REPRESENTATIONS AND COVENANTS Buyer: (i) if an entity, is a lawfully constituted entity, duly organized, validly existing, and in good standing under the laws of New Hampshire or another state; (ii) has the authority and power to enter into this Agreement and to consummate the transactions contemplated herein; and (iii) upon execution hereof will be legally obligated to Seller in accordance with the terms and provisions of this Agreement.

  • Covenants Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Continuing Nature of Representations and Warranties The representations and warranties set forth in this Section are made as of the Effective Date and deemed made continually throughout the Term. If at any time during the Term, any Party obtains actual knowledge of any event or information which causes any of the representations and warranties in this Article 7 to be materially untrue or misleading, such Party shall provide the other Party with written notice of the event or information, the representations and warranties affected, and the action, if any, which such Party intends to take to make the representations and warranties true and correct. The notice required pursuant to this Section shall be given as soon as practicable after the occurrence of each such event.

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Master Contract and at the time any order is placed pursuant to this Master Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

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