City’s Representations and Warranties. A. The CITY represents and warrants, as of the date hereof, that:
1. the CITY is a local governmental entity of the State of Texas;
2. execution of this Agreement has been duly authorized by the CITY and this Agreement is not in contravention of the CITY’s governing authority or any agreement or instrument to which the CITY is a party or by which it may be bound as of the date hereof;
3. no litigation or governmental proceeding is pending or, threatened against or affecting the CITY that may result in a material adverse change in the CITY’s business, properties, or operations sufficient to jeopardize the CITY’s legal existence; and
4. no written application, written statement, or correspondence submitted by the CITY to the IDC in connection with this Agreement, or in connection with any transaction contemplated hereby contains any untrue statement of a material fact or fails to state any material fact necessary to keep the statements contained therein from being misleading. The CITY agrees that, upon execution of this Agreement, its application shall be attached and incorporated for all purposes.
B. Except as expressly set forth in this Article III, the CITY makes no other representation or warranty of any kind in connection with or related to the provisions of this Agreement.
City’s Representations and Warranties. The City makes the following representations and warranties to Developer, each of which shall survive the execution and delivery of this Agreement:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of Florida; and has full power and capacity to own its properties, to carry on its business as presently conducted by the City, and to enter into the transactions contemplated by this Agreement.
B. The City’s execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and do not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the City is a party or by which the City or the City’s property may be bound or affected.
C. This Agreement constitutes the valid and binding obligation of the City, enforceable against the City, and its successors and assigns, in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally.
City’s Representations and Warranties. The City represents and warrants the following as a material inducement for the City to enter into this Agreement:
a. The City is a municipal corporation with a home rule charter, existing and in good standing under the laws of the State of North Dakota; that it has all the necessary power and authority to enter into this Agreement and carry out the transactions contemplated herein; and that the execution and delivery hereof and the performance by the City of its 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 authorize the City to enter into this Agreement have been taken, and that this Agreement is a valid and binding obligation of Project BEE, enforceable in accordance with its terms.
c. The person executing this Agreement on behalf of the City has the full power and authority to bind the City to the terms hereof.
City’s Representations and Warranties. The representations and warranties of the City contained in Section 9.1 shall survive and continue in full force and effect for the benefit of the Concessionaire as follows: (i) as to the representations and warranties contained in Sections 9.1(a) through 9.1(g), inclusive, without time limit; and (ii) as to all other matters, for a period of 24 months following the Closing Date unless a bona fide notice of a Claim shall have been given, in writing in accordance with Section 20.1, prior to the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Claim until the final determination or settlement of that Claim, provided such determination or settlement is being pursued diligently and in good faith by the applicable Party.
City’s Representations and Warranties. The City makes the following representations and warranties:
City’s Representations and Warranties. City hereby makes the following representations and warranties to and for the benefit of, Contractor:
(a) City is a home rule municipality duly organized and validly existing under the Constitution and laws of the State of Texas, with full legal right, power, and authority to enter into and perform its obligations under this Contract.
(b) City has duly authorized the execution and delivery of this Contract, and this Contract constitutes a legal, valid, and binding obligation of City that is enforceable against City according to its terms.
(c) To the best of City’s knowledge, information, investigation, or belief, no action, suit, or proceeding, at law or in equity, before or by any court or governmental authority, commission, Council, agency, or instrumentality is pending against City wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially adversely affect the performance by Contractor of its obligations hereunder or in connection with the obligations, undertakings, and transactions contemplated hereby, or which, in any way, would adversely affect the validity or enforceability of this Contract or any other contract or instrument entered into by City in connection with the obligations, undertakings, transactions contemplated hereby; and
(d) To the best of City’s knowledge, information, investigation, or belief, as of the Commencement Date, City has the legal right and authority to grant this exclusive franchise and shall defend, and use reasonable efforts to uphold this Contract, and City’s right to adopt and/or enforce this exclusive franchise if City’s right to adopt and/or enforce this exclusive franchise or enter into this Contract is ever challenged, litigated or disputed during the term of the Contract. City acknowledges that this is an essential term of the Contract that Contractor is relying upon in entering into the Contract. Contractor’s sole and exclusive remedy with respect to a determination after the Effective Date that City’s legal rights and authority as set forth in this paragraph (d) are not accurate shall be as set forth in Section 17.05, below.
City’s Representations and Warranties. The City represents and warrants to the Purchaser that:
City’s Representations and Warranties. By acceptance hereof, the City hereby represents and warrants to the Purchaser that:
(a) The City is a fourth class city and political subdivision and validly organized and existing under the laws of the State of Missouri.
(b) The City has complied with all provisions of the Constitution and the laws of the State of Missouri, including particularly the Act, and has full power and authority to consummate all transactions contemplated by the Ordinance and this Bond Purchase Agreement, and all other agreements relating thereto.
(c) The City has duly authorized by all necessary action to be taken by the City (1) the adoption and performance of the Ordinance; (2) the execution, delivery and performance of this Bond Purchase Agreement; (3) the approval of the Preliminary Official Statement and Official Statement; (4) the execution and performance of any and all such other agreements and documents as may be required to be executed, delivered and performed by the City in order to carry out, give effect to and consummate the transactions contemplated by the Ordinance and this Bond Purchase Agreement, including without limitation the Trust Indenture dated as of June 1, 2014 between the City and BOKF, N.A. as trustee (the “Indenture”) and the Tax Compliance Agreement dated as of June 1, 2014 between the City and BOKF, N.A. as trustee (the “Tax Compliance Agreement”); and (5) the carrying out, giving effect to and consummation of the transactions contemplated by the Ordinance and this Bond Purchase Agreement. Executed counterparts of the Ordinance and all such other agreements and documents specified herein will be delivered to the Purchaser by the City at the Closing Time (as defined below).
(d) The Ordinance, the Indenture, the Tax Compliance Agreement and this Bond Purchase Agreement, when executed and delivered by the City, will be the legal, valid and binding obligations of the City enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies.
(e) The Bonds have been duly authorized by the City, and when issued, delivered and paid for as provided for herein and in the Ordinance, will have been duly executed, authenticated, issued and delivered and will constitute valid and bindi...
City’s Representations and Warranties. The City hereby agrees with, and makes the following representations and warranties to, the Underwriter as of the date hereof and as of the date of Closing:
City’s Representations and Warranties. Each ofthe City’s representations and warranties set forth in Section 10.2 shall be true and correct in all material respects as ofthe Closing Date.
