City Representations, Warranties and Covenants. The City represents, warrants and covenants that:
City Representations, Warranties and Covenants. The City represents, warrants, and covenants to the other Parties that as of the Effective Date, each of the following statements is accurate and complete:
City Representations, Warranties and Covenants. The City represents, warrants and covenants to the Underwriter that:
(a) The City is a general law city of the State of California (the “State”) organized and operating pursuant to the law of the State with power and authority to enter into and perform its duties under the Lease, the Indenture, the Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”) in connection with the issuance of the Bonds, a Ground Lease dated as of August 1, 2024 (the “Ground Lease”), by and between the City and the Authority, the Official Statement and this Bond Purchase Agreement (collectively, the “City Documents”).
(b) To the best knowledge of the City, neither the approval, execution and delivery of the City Documents, and compliance with the provisions on the City’s part contained therein, nor the consummation of any other of the transactions herein and therein contemplated, nor the fulfillment of the terms hereof and thereof, materially conflicts with or constitutes a material breach of or default under nor materially contravenes any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor does any such execution, delivery, adoption or compliance result in a security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the City Documents.
(c) The City Documents have been duly authorized, executed and delivered by the City, and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the City enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other laws affecting the enforcement of creditors’ rights generally, and by the application of equitable principles if sought, by the exercise of judicial discretion, and by the limitations on legal remedies imposed on actions against cities in the State.
(d) Except as may be required under blue sky or other securities laws of any state, there is no material consent, approval, authorization or other order of, or filing with, or certification by, any regulatory...
City Representations, Warranties and Covenants. To induce Developer to enter into this Agreement and to undertake the performance of its obligations under this Agreement, the City represents, covenants, warrants and agrees as follows:
City Representations, Warranties and Covenants. City represents, warrants and covenants to Manager as follows:
(a) that it has the full legal right, power and authority to enter into this Agreement and to grant the rights and perform the obligations of City herein, and that no other third party consent or approval is required to grant such rights or perform such obligations hereunder.
(b) that this Agreement has been duly executed and delivered by City and constitutes a valid and binding obligation of City, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally or by general equitable principles.
(c) that the Facility is, to the best of the City’s knowledge and belief, as of the Effective Date, in compliance in all respects with all applicable Laws relating to the construction, use and operation of the Facility (including, without limitation, Title III of the American with Disabilities Act), and that there exist no structural defects or unsound operating conditions at the Facility.
City Representations, Warranties and Covenants. City represents, warrants and covenants to Manager as follows:
(a) that it has the full legal right, power and authority to enter into this Agreement and to grant the rights and perform the obligations of City herein, and that no other third-party consent or approval is required to grant such rights or perform such obligations hereunder; and
(b) without limiting Section 16.1(a) above, the City has sought and received from the Theatre Owner all necessary approvals to enter into this Agreement and to perform according to the terms hereof, and nothing in the management contract between the City and the Theatre Owner is inconsistent with or otherwise interferes with the terms of this Agreement and City’s obligations or Manager’s rights hereunder. The City shall at all times during the Term comply with and do all things necessary to keep and maintain in full force and effect the management contract between the Theatre Owner and the City, so as to allow full performance of this Agreement by the City and Manager according to its terms; and
(c) that this Agreement has been duly executed and delivered by City and constitutes a valid and binding obligation of City, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally or by general equitable principles; and
(d) that the Facilities are, as of the Effective Date, in compliance in all respects with all applicable Laws relating to the construction, use and operation of the Facilities (including, without limitation, Title III of the Americans with Disabilities Act), and that there exist no structural defects or unsound operating conditions at the Facilities.
City Representations, Warranties and Covenants. The City hereby represents, warrants and covenants to the Company and the Authority as follows:
(a) The City is a municipal corporation duly created and existing pursuant to the laws of the State of New Jersey. The City has the full legal right, power and authority to enter into this Agreement and to perform its duties and obligations hereunder. This Agreement has been duly authorized, executed and delivered by the City and constitutes a legal valid and binding obligation of the City, enforceable against it in accordance with its terms, and the authorization, execution, delivery and performance of this Agreement by the City shall not violate any law, judgment, order, ruling or regulation applicable to the City and does not constitute a breach of or default under any agreement or instrument by which the City is bound.
(b) The City has the legal capacity and authority to assess the Rates and collect the Revenues for the Services to customers of the System.
(c) The City has enacted all municipal laws, ordinances or regulations necessary for the performance of this Agreement.
(d) The City has or holds all Permits necessary to effectuate its responsibilities under this Agreement.
(e) The City shall continue to have or hold throughout the Term of this Agreement all Permits necessary to effectuate its responsibilities under this Agreement.
(f) No material action, suit, proceeding or official investigation shall have been threatened, publicly announced or commenced by any Federal, State or local governmental authority or agency, or in any Federal, State or local court, that seeks to enjoin, assess civil or criminal penalties against, assess civil damage against or obtain any judgment, order or consent decree with respect to the City or to the Agreement or any actions contemplated in the Agreement, as a result of the City's negotiation, execution, delivery or performance of such Agreement or its participation or intended participation in any transaction contemplated thereby.
(g) No Federal, State or local law or regulation or written interpretation thereof by any applicable regulatory authority, that would make the execution or delivery by the City of this Agreement, the compliance by the City with the terms and conditions hereof or the consummation by the City of the transactions contemplated hereby, a violation of such law or regulation.
(h) The City is in compliance with all applicable laws, regulations and administrative consent orders governing the System and ...
City Representations, Warranties and Covenants. The City represents, warrants and covenants to the Underwriter and the Developer that:
City Representations, Warranties and Covenants. The City represents, warrants, and covenants to the Underwriter, the Authority, CFD No. 1, and CFD No. 2000-3 that:
(a) Due Organization, Existence, and Authority. The City is a political subdivision, duly organized and validly existing under the Constitution and laws of the State, with full right, power, and authority to (i) enter into this Purchase Agreement,
City Representations, Warranties and Covenants. The City warrants, represents, and covenants to GSU that: the City has the full right, power, and authority to transfer the GSU Exchange Property to GSU as provided in this Agreement and all required action necessary to authorize the City to enter into this Agreement has been or will have been taken prior to the Effective Date. The City shall have, on or before the Closing, the full right, power, and authority to carry out its obligations hereunder and all required action necessary to authorize the City to carry out its obligations hereunder has been or will have been taken prior to the Closing.
