City Representations and Warranties. City represents and warrants to Developer that, as of the Effective Date:
3.3.1 City is a municipal corporation, and has all necessary powers under the laws of the State of California to enter into and perform the undertakings and obligations of City under this Agreement.
3.3.2 The execution and delivery of this Agreement and the performance of the obligations of City hereunder have been duly authorized by all necessary City Council action and all necessary approvals have been obtained.
3.3.3 This Agreement is a valid obligation of City and is enforceable in accordance with its terms. During the Term of this Agreement, City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 3.3 not to be true, immediately give written notice of such fact or condition to Developer.
City Representations and Warranties. The City hereby represents and warrants the following to the School District:
(a) The City has full power, right, and authority to execute, deliver, and perform its obligations under, in accordance with, and subject to the terms and conditions of this Agreement;
(b) Each person executing this Agreement has been or at such time will be duly authorized to execute each such document on behalf of the City;
(c) Neither the execution and delivery by the City of this Agreement, nor the consummation of the transactions contemplated hereby, is in conflict with or will result in a default under or violation of (i) any other agreements or instruments to which it is a party or by which it is bound or (ii) to its knowledge, any Applicable Law, where such violation will have a materially adverse effect on the ability of the City to perform its obligations under this Agreement;
(d) There is no action, suit, proceeding, investigation, or litigation pending and served on the City which challenges the City’s authority to execute, deliver, or perform, or the validity or enforceability of, this Agreement, or which challenges the authority of the City officials executing this Agreement, and the City has disclosed to the School District any pending and unserved or threatened action, suit, proceeding, investigation, or litigation with respect to such matters of which the City is aware;
(e) This Agreement has been duly authorized, executed, and delivered by the City and constitutes a valid and legally binding obligation on the City, enforceable against it in accordance with the terms hereof, subject only to applicable bankruptcy, insolvency, and similar laws affecting the enforceability of the rights of creditors generally and to general principles of equity; and
(f) The City has taken or caused to be taken all requisite action to authorize the execution and delivery of, and the performance of its obligations under, this Agreement.
City Representations and Warranties. The City hereby represents and warrants to the Authority that each of the following is true and correct:
(a) The City is a municipal corporation organized and existing under the Charter, which was duly adopted pursuant to the provisions of the Constitution of the State of California.
(b) The City has full legal right, power and authority to enter into this 2003 Supplement and perform its obligations hereunder, to carry out and consummate all transactions contemplated by this 2003 Supplement, and the City has complied with the provisions of the Law in all matters relating to such transactions.
(c) By proper action, the City has duly authorized the execution, delivery and performance of this 2003 Supplement.
(d) The execution and delivery of this 2003 Supplement and the consummation of the transactions herein contemplated will not (i) violate any provision of law, any order of any court or other agency of government; (ii) be in conflict with, result in a breach of or constitute a default (with due notice or the passage of time or both) under any provision of any indenture, material agreement or other instrument to which the City is now a party or by which it or any of its properties or assets is bound; or (iii) result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the City.
(e) The City has determined that it is necessary and proper for City uses and purposes within the terms of the Law that the City refund the Prepaid Payments and acquire the 2003 Components in the manner provided for in this 2003 Supplement, in order to continue to provide essential services and facilities to the persons residing in the City.
(f) The interest components of 2003 Subordinated Installment Payments will not be includable in the gross income of the owners of 2003 Subordinated Bonds for federal income tax purposes.
City Representations and Warranties. (i) City is a municipal corporation duly formed, validly existing, and in good standing under the laws of the state of Washington; has the power, right, authority, and legal capacity to execute and deliver this MOU and the other documents, instruments, certificates, and agreements required to be executed and delivered by it hereunder and to enter into and perform the transactions contemplated hereby, and to carry on the business proposed to be conducted by it under the terms of this MOU and the Transaction Documents.
(ii) Neither the entry into nor the performance of this MOU, nor the entering into of the Transaction Documents, by City will (A) violate, conflict with, result in a breach under, or constitute a default under, any agreement, indenture, contract, agreement, permit, judgment, decree, or order to which City is a party or by which City is bound, or
City Representations and Warranties. The City represents and warrants:
a. The City has the requisite power and authority to take all necessary action to execute and deliver this Agreement and to perform all obligations hereunder;
b. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the City and the person executing this Agreement on behalf of the City has been fully authorized and empowered to bind the City to the terms and provisions of this Agreement; and
c. This Agreement does not contravene any law or any governmental rule, regulation, or order applicable to the City.
City Representations and Warranties. The City represents and warrants as follows, which shall be deemed made by City also as of the Closing Date, that this Agreement, and all documents executed by the City, which are to be delivered to the other Parties at the Closing, are and at the time of Closing will be duly authorized, executed and delivered by the City.
City Representations and Warranties. The City represents and warrants as of the date of delivery of this Agreement that:
3.1.1. It is a municipal corporation and political subdivision duly organized and validly existing under the Constitution and laws of the State of Ohio and its Charter.
3.1.2. It is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to City which would impair its ability to carry out its obligations contained in this Agreement.
3.1.3. It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out its obligations contemplated by this Agreement. Execution, delivery and performance by City do not and will not violate or conflict with any provision of law applicable to City, including its Charter, and do not and will not conflict with or result in a default under any agreement or instrument to which City is a party or by which it is bound wherein a violation, conflict or default would materially and adversely affect the City’s ability to carry out its obligations under this Agreement.
3.1.4. This Agreement has, by proper action, been duly authorized, executed and delivered by City and all steps necessary to be taken by City have been taken to constitute this Agreement, and the obligations of City contemplated herein are legal, valid and binding obligations of City, enforceable in accordance with their terms, except as limited by applicable relief, liquidation, conservership, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar laws affecting the rights or remedies of creditors generally, as in effect from time to time.
3.1.5. There is no litigation pending or, to the knowledge of the individuals signing this Agreement on behalf of the City, threatened against or by the City wherein an unfavorable ruling or decision would materially and adversely affect the City’s ability to carry out its obligations under this Agreement.
3.1.6. It will do all things in its power that are reasonable and necessary in order to maintain its existence and assure the assumption of its obligations under this Agreement by any successor public body.
City Representations and Warranties. The City represents and warrants to the Contractor as follows:
City Representations and Warranties. To the actual knowledge of Blue Water and without any obligation to perform investigations or make due inquiry, all of the representations and warranties of the City made in this Agreement are true, accurate and complete.
City Representations and Warranties. City represents and warrants to District that City has the power and authority to enter into and perform this Agreement, and this Agreement, when executed and delivered, shall be a valid and binding obligation of City enforceable in accordance with its terms.
