Common use of City Representations and Warranties Clause in Contracts

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 warrants and 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 transaction 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 executeexecutive, 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. ‌ 3.3.1 The City hereby represents is a municipal corporation incorporated within and warrants the following existing pursuant to the School District:laws of the State of California. 3.3.2 Subject to all of the conditions set forth in this Agreement for the benefit of the City, the City has (aor will have prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement or any Other Agreements) all requisite power and authority required to enter into this Agreement and the instruments referenced in this Agreement, to consummate the transaction contemplated hereby and to take any steps contemplated thereby or hereby, and to perform its obligations hereunder. 3.3.3 The City has full obtained (or will have obtained prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement or any Other Agreements) all required consents in connection with entering into this Agreement and the instruments and documents referenced in this Agreement to which the City is or shall be a party and the consummation of the transactions contemplated hereby. 3.3.4 The individual executing this Agreement and the individual that will execute the instruments referenced in this Agreement on behalf of the City have, or will have upon execution thereof, the legal power, right, right and actual authority to execute, deliver, and perform its obligations under, in accordance with, and subject bind the City to the terms and conditions of this Agreement;hereof and thereof. (b) Each person executing 3.3.5 This Agreement is duly authorized, executed and delivered by the City and all documents required in this Agreement has been or to be executed by the City pursuant to this Agreement shall be, at such time will as they are required to be executed by the City, duly authorized authorized, executed and delivered by the City and are or shall be, at such time as the same are required to execute each such document on behalf be executed hereunder, valid, legally binding obligations of and enforceable against the City in accordance with their terms. 3.3.6 There are no legal proceedings either pending or, to the knowledge of City Manager or the City Attorney, threatened, to which the City is or may be made a party, or to which any of the City;’s property, including the Property, is or may become subject, which has not been fully disclosed in the documents submitted to Developer and which could reasonably affect the ability of the City to carry out its obligations hereunder or which would affect the Property after any Close of Escrow. (c) 3.3.7 Neither the execution or delivery of this Agreement or the documents referenced in this Agreement, nor the incurring of the obligations set forth in this Agreement, and delivery by the City of documents referenced in this Agreement, nor the consummation of the transactions contemplated herebyin this Agreement contemplated, is nor compliance with the terms of this Agreement and the documents referenced in this Agreement, will violate any provision of law, any order of any court or other Governmental Authority or conflict with or will result in the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note or violation other evidence of (i) indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which it the City is a party or by which it is bound or (ii) to its knowledge, affect 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;Property. (d) There is no action, suit, proceeding, investigation, or litigation pending and served on the City which challenges 3.3.8 To the City’s authority to executeknowledge, deliver, or perform, or the validity or enforceability of, this Agreement, or which challenges the authority there are no existing defaults under any 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 agreements between the City and constitutes a valid and legally binding obligation on the City, enforceable against it in accordance with Federal Government relating to the terms hereof, subject only to applicable bankruptcy, insolvency, and similar laws affecting Property which would materially jeopardize 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 AgreementProperty.

City Representations and Warranties. The City hereby represents and warrants the following to the School District: (a) The City has full power, right, represents and authority warrants to execute, deliver, and perform its obligations under, in accordance with, and subject to the terms and conditions DB Co that as of this Agreement;Commercial Close: (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 the City 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 municipal corporation duly and validly constituted and subsisting under the ability laws of the City Province of Ontario and has the requisite power, authority and capacity to execute and deliver this Project Agreement and perform its obligations under this AgreementProject Agreement and to do all acts and things, and execute, deliver and perform all other agreements, instruments, undertakings and documents as are required by this Project Agreement to be done, executed, delivered or performed; (dii) 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 Project Agreement has been duly authorized, executed, and delivered by the City and constitutes a valid legal, valid, and legally binding obligation on of the City, enforceable against it the City in accordance with the terms hereofits terms, subject only to: (A) limitations with respect to applicable the enforcement of remedies by bankruptcy, insolvency, moratorium, winding-up, arrangement, reorganization, fraudulent preference and similar conveyance and other laws of general application affecting the enforceability enforcement of creditors’ rights generally; (B) general equitable principles and the fact that the availability of equitable remedies such as specific performance and injunction are in the discretion of a court; (C) the special jurisdiction and power of the rights of creditors generally and to general principles of equity; andOntario Municipal Board over defaulting municipalities under the Municipal Affairs Act (Ontario); (fiii) The the execution, delivery, and performance by the City of this Project Agreement does not and will not violate or conflict with, or constitute a default under: (A) any Applicable Law (including, for greater certainty, the City of Ottawa Xxx 0000 (Ontario) and any by-laws issued in accordance therewith); or (B) any covenant, contract, agreement, or understanding relating to the Project or the Lands to which it is a party or by which it or any of its properties or assets is bound or affected; (iv) the City has taken or caused to be taken obtained all requisite action to authorize necessary consents and approvals required for the execution and delivery by the City of, and the performance of its obligations under, this Project Agreement; (v) other than any proceeding under the Expropriations Act (Ontario) which could delay the acquisition by the City of the Lands, there are, to the knowledge of the City, no actions, suits, proceedings, or investigations pending or threatened (in writing) against the City, MTO or, to the City’s knowledge, any City Party at law or in equity before any Governmental Authority or arbitral body (whether or not covered by insurance) of which the City or MTO has received written notice, and that individually or in the aggregate could result in any material adverse effect on the Project, or in any impairment of the City’s, MTO’s or DB Co’s ability to perform their respective obligations under this Project Agreement, and the City has no knowledge of any violation or default with respect to any order, writ, injunction, or decree of any Governmental Authority or arbitral body that could result in any such material adverse effect or impairment; (vi) the City is able to meet its obligations as they generally become due; (vii) the City has rights of use and access to, on and over the Lands, or has the requisite power to obtain such rights, that are sufficient to enable the City to grant or to cause to be granted to DB Co the licence rights contemplated in Section 16.1; (viii) the Project is permitted by the existing official plan, zoning and other land use restrictions applicable to the City and the Project. (b) The City represents and warrants to DB Co that as of Commercial Close, no City Event of Default has occurred and is continuing.