City’s Representations Sample Clauses
City’s Representations. The City represents and warrants to GEC and the Tribe the following as of the date hereof:
(a) The City is the legal and equitable owner of the Land and all improvements thereon, with the full right to convey the same without the joinder of any other person or party, and with all the necessary power and lawful authority and capacity to do so and to consummate the transaction described herein, subject to the terms and conditions of this Option Agreement, and, without limiting the generality of the foregoing, the City has not granted any option contract, right of first refusal or other sales contract pursuant to which any other party has any right to purchase any interest in the Land, its improvements or any part thereof.
(b) There are no leases, tenancies or other rights of occupancy relating to or affecting any portion of the Land or improvements thereon, except for those items set forth in Exhibit H attached hereto.
(c) There are no pending or, to the City’s actual knowledge, threatened, judicial, municipal or administrative proceedings affecting the City or any portion of the Land or improvements thereon (including condemnation proceedings or proceedings relating to any environmental contamination of any part of the Land) or affecting the City’s right to sell any portion of the Land or improvements thereon.
(d) The City has provided copies of all environmental reports and studies relating to the Land in the City’s possession or control to GEC and the Tribe. The City acknowledges that GEC and the Tribe are relying upon such representations in contracting to purchase the Land and improvements thereon. All representations and warranties of the City shall survive Closing and the delivery of the Deed for a period of one (1) year.
City’s Representations. City covenants that until the first to occur of the expiration or earlier termination of this Agreement or the Close of Escrow, upon learning of any fact or condition that would cause any of the warranties and representations in Section 2.1.2 to be untrue, City shall promptly give written notice of such fact or condition to Developer. City acknowledges that Developer shall rely upon City’s representations made herein notwithstanding any investigation made by or on behalf of Developer. City hereby represents, warrants, and covenants that the following are true and correct as of the Effective Date.
City’s Representations. As a material inducement to Troon to enter into this Agreement, the City represents and warrants the following:
(a) The City is a California municipal corporation, validly existing and in good standing under the laws of the State of California; that it is duly qualified to do business and is in good standing in the State of California; that it has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated herein; and that the execution and delivery hereof and the performance by the City of City’s obligations hereunder will not violate or constitute a default under the terms and provisions of any agreement, law or court order to which the City is a party or by which the City is bound.
(b) All actions required to be taken by or on behalf of the City to authorize it to execute, deliver and perform its obligations under this Agreement have been taken, and that this Agreement is a valid and binding obligation of the City enforceable in accordance with its terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally.
(c) The persons executing this Agreement on behalf of the City have full power and authority to bind the City to the terms hereof.
City’s Representations. The City hereby represents and warrants to TPL that it has full power and authority to enter into this Agreement and perform its duties and obligations hereunder, and the person signing this Agreement for the City has full power and authority to sign for the City and to bind it to this Agreement.
City’s Representations. City represents and warrants that:.
(a) City is a municipal corporation under the laws under the State of Indiana;
(b) The execution, delivery and performance by City of this Lease and the documents referred to herein are within the power of the City, have been authorized by all necessary action and do not contravene any provision of the laws, rules and regulations of the State of Indiana, its political subdivisions, and the United States, and all legal prerequisites for the execution and delivery of this Lease have been satisfied;
(c) This Lease and the documents and instruments referred to herein have been duly executed and delivered by City; and
(d) This Lease and the documents and instruments referred to herein constitute the valid and binding obligations of City.
City’s Representations. City represents and warrants to Buyer as of the Effective Date as follows:
City’s Representations. The City represents and warrants to Project Co, as of the Commercial Close, that:
(a) the City has full capacity, power and authority to enter into, carry out all transactions contemplated by, and duly observe and perform all its obligations contained in this Agreement and all other documents, instruments, and agreements, required to be executed and delivered by the City hereunder;
(b) this Agreement has been duly authorized executed, and delivered by or on behalf of the City, and upon execution and delivery constitutes a legal, valid and binding obligation of the City enforceable in accordance with its terms subject to (i) limitations by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and (ii) the availability of equitable remedies such as specific performance and injunction that are in the discretion of a court;
(c) the City has acquired the Real Property Interests in the City Lands described in Schedule
(d) the City has not granted any leases that are outstanding in respect of the City Lands, except for the leases forming part of the Permitted Encumbrances and the leases described in Schedule 14 [City Lands]; and
(e) the City has the power, right and authority to grant Project Co the license to the City Lands as set out in Section 4.1 [Access and Use].
City’s Representations. City hereby makes the following representations, warranties and covenants to KMGA as of the Effective Date and through the end of the Term:
(a) City is a municipal corporation of the State, and has the legal power to enter into this Agreement and carry out the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement.
(b) The execution, delivery and performance by City of this Agreement have been duly authorized by all necessary action.
(c) This Agreement constitutes the legal, valid and binding obligation of City, enforceable in accordance with its terms.
(d) There is no pending, or to the knowledge of City, threatened action or proceeding affecting City before any governmental authority which purports to affect the legality, validity or enforceability of this Agreement as in effect on the date hereof. Notwithstanding the foregoing, City’s sole continuing covenant with respect to this Section 11.2(d) shall be to take all necessary and reasonable actions to defend the enforceability and validity of this Agreement and aggressively defend any lawsuit involving or related to this Agreement.
(e) City is and shall remain throughout the term of this Agreement a member of KMGA.
(f) City will establish, maintain and collect such rates, fees and charges for the distribution of Gas from its System so as to provide revenues at least sufficient to enable City to make all payments required to be made by it under this Agreement and any other agreements with respect to its System.
(g) The obligations of City to make payments under this Agreement shall be limited to the obligation to make payments from revenues of its System and available System reserves. All payments made by City pursuant to this Agreement shall constitute operation and maintenance expenses of its System. The City shall not be obligated to levy any taxes for the purpose of paying any amount due under this Agreement. The City shall not issue any evidence of indebtedness with a lien on its System revenues that is prior to the payment of operating and maintenance expenses.
(h) The City shall provide such financial information and operating data as KMGA is required to obtain from City under the Gas Supply Agreement or any rules or regulations applicable to KMGA related to the Project.
(i) The City agrees to resell or otherwise use Gas purchased under this Agreement (i) for a “qualifying use” as defined in U.S. Tre...
City’s Representations. Quiet Enjoyment of premises to extent Lessee has exclusive use of premises (City will not interfere, expel or hinder except as permitted by Lease or Law). - As of Commencement Date: (a) premises shall be vacant, broom-clean, and ready for Lessee’s occupancy; (b) all mechanical, electrical, and plumbing systems and equipment and utility systems in good working order LESSEE’S COVENANTS: (CHILDCARE LEARNING CENTER, INC.) - Lessee will not to commit Waste to the premises. - Lessee will not assign lease, except as permitted in lease. - Lessee will not make major alterations to the premises, without consent of Director of Operations - Lessee will keep the premises in a clean and tidy condition - Lessee will deliver premises in “reasonably good condition” upon termination of lease -Lessee will not remove any improvements - Lessee will not use the premises for any purpose except as authorized in lease - Lessee will comply with all applicable laws regarding use and occupancy of premises and Program. - Lessee will not permit any lien to be filed against the premises or shall immediately discharge the same RIGHTS TO ASSIGN: No right without prior written consent of City SUBLETTING, PERMITTING & LICENSING: - Lessee will sublet a portion of premises to Trailblazers Academy - Any further sublease, permit or license must be pre-approved by City and: - All compensation received by Lessee to be reported to City upon request - Charges made by Lessee to community organizations other than affiliate of Lessee for community programming based on approved schedule of rates
City’s Representations. The City represents to VTUSA that:
31.2.1. The execution of this Agreement by the City has been validly authorized;
31.2.2. This Agreement is a valid and binding obligation of the City, enforceable in accordance with its terms;
31.2.3. The execution and delivery of this Agreement does not violate or conflict with the City of Boca Raton Charter or City Code; and
31.2.4. The City has received no written notice of any fact or circumstance which would prevent the City from performing in accordance with this Agreement.