City’s Certificate. A certificate of the City signed by the Mayor dated as of the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all ordinances and/or resolutions adopted by the City authorizing the execution, delivery, and performance of this Agreement and all transactions contemplated by this Agreement and that all such ordinances and/or resolutions are in full force and effect and are all the ordinances and/or resolutions adopted in connection with the transactions contemplated by this Agreement and the Facility Lease and relating to the enforcement of this Agreement and the Facility Lease by SEARHC and the SEARHC Indemnified Parties against the City; and (ii) to the incumbency and specimen signature of the City Administrator executing this Agreement or the other documents to be delivered by the City pursuant to this Agreement, and a certification by the City as to the incumbency and signature of the Mayor signing the certificate referred to in this Section 4.7(d).
City’s Certificate. Each prepayment pursuant to this Section 9 shall be effected pursuant to Article VII (Prepayment of Installment Payments) of the ISA accompanied by a certificate signed by the City’s Authorized Representative identifying the Section of the ISA pursuant to which such prepayment is being made and containing a calculation in reasonable detail of the amount of such prepayment.
City’s Certificate. A certificate of the City, dated the date of Closing, signed by authorized officials of the City, to the effect that (A) all representations and warranties of the City contained in this Agreement, the City Bond Ordinance and the Tax Compliance Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, (B) the City has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the Closing Date, (C) no event affecting the City has occurred since the date of the Official Statement related to the Series 2023 Bonds which either makes untrue or incorrect in any material respect as of the date of Closing any statement or information contained in the Official Statement related to the Series 2023 Bonds or is not reflected in the Official Statement related to the Series 2023 Bonds but should be reflected therein in order to make the statements and information therein not misleading in any material respect, and (D) there is no action, suit, proceeding or investigation before or by any court or public board or body pending, or to the City’s knowledge, threatened against the City to restrain or enjoin the issuance, execution or delivery of the Bonds or in any manner questioning the proceedings or authority for the issuance of the City Bonds or affecting directly or indirectly the validity of the City Bond Ordinance or of any provisions made or authorized for their payment or contesting the existence of the City or the title of any of its officials to their respective offices.
