County Representations and Warranties. The County represents and warrants that, as of the date on which this Agreement is executed:
County Representations and Warranties. County’s representations and warranties under this Agreement are limited to the following. County hereby warrants and represents to Developer as of the Effective Date and as of the Closing Date the following:
3.1.1 County has the legal power, right, and authority to enter into this Agreement and the instruments referred to herein and to consummate the transactions contemplated herein; and all requisite action has been taken by County in connection with entering into this Agreement, the instruments referred to herein, and the consummation of the transactions contemplated herein.
3.1.2 To County's knowledge, except as has been disclosed to Developer in the Environmental Due Diligence Reports listed on Exhibit E, County has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, Released or produced Hazardous Substances on the Property except in compliance with Environmental Laws currently in effect, and County has not received notice of the Release of any Hazardous Substances on the Property.
3.1.3 County is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.
3.1.4 To County's knowledge, there is no litigation, action, suit, or any condemnation, environmental, zoning, or other government proceeding pending or threatened, which may affect the Property, or County's ability to perform its obligations under this Agreement.
3.1.5 To County’s knowledge, County has not received any notice stating that the Property is in violation of any applicable laws, rules, regulations, ordinances or other governmental requirements.
3.1.6 The term “To County’s knowledge” as used in this Section 3.1 means the actual current knowledge of the County Attorney, the Property Manager for the Property, the Facilities Compliance Section Lead, and the Bridge Services Manager for the County without any duty of inquiry or investigation.
3.1.7 There are no agreements, leases, contracts or other documents affecting the Property which will bind the Property or Developer after Closing except for those shown on the Title Report.
3.1.8 This Agreement and all documents required to be executed by County are and shall be valid, legally binding obligations of and enforceable against County in accordance with their terms.
3.1.9 Neither the execution and delivery of this Agreement and documents referred to herein, nor the incurring of the obligations set forth herein, nor the consummation of the tr...
County Representations and Warranties. County represents and warrants to Agency that County has the power and authority to enter into and perform this Agreement, and this Agreement, when executed and delivered, shall be a valid and binding obligation of County enforceable in accordance with its terms.
County Representations and Warranties. County represents and warrants to Developer as follows, which representations and warranties shall be deemed made by County as of the date hereof:
(a) This Agreement, and all agreements, instruments and documents herein provided to be executed or to be caused to be executed and delivered by County shall be duly authorized, executed and delivered by County, and upon delivery thereof to Developer shall be binding upon and enforceable against County in accordance with their respective terms.
(b) County has the legal right, power and authority to enter into this Agreement and all agreements, instruments and documents herein provided to be executed and to perform all of its obligations hereunder and thereunder, and the execution and delivery of this Agreement and the performance by County of its obligations hereunder shall not conflict with or result in a breach of any law, regulation or order, judgment, writ, injunction or decree of any court or governmental instrumentality or any agreement or instrument to which County is a party or by which County is bound or to which County or any portion of the premises described in the Ground Lease is subject. The persons executing this Agreement on behalf of County are duly authorized to do so.
(c) County has not granted any option or other right to lease or otherwise acquire any interest in any portion of the Site.
County Representations and Warranties. (i) County is a political subdivision of the State of California and has full legal right, power and authority to enter into this Agreement and to carry out and consummate all transactions contemplated hereby and, thereby, and by proper action, County has duly authorized the execution and delivery of this Agreement.
(ii) The representatives of County executing this Agreement are fully authorized to execute the same pursuant to official action taken by County.
(iii) This Agreement has been duly authorized, executed and delivered by County and, assuming due execution and delivery by Company, constitutes the legal, valid and binding agreement of County, enforceable against County in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws in effect from time to time relating to or affecting the enforcement of creditor’s rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(iv) The execution and delivery of this Agreement, the consummation of the transactions on the part of County contemplated and the fulfillment of or compliance by County with the terms and conditions hereof, do not and will not materially conflict with or constitute a material violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which County is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of County, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions on the part of County contemplated by this Agreement or the financial condition, assets, properties or operations of County.
(v) There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the best of the County’s knowledge, threatened against or affecting County or the assets, properties or operations of which, if determined adversely to County ...
County Representations and Warranties. The County represents and warrants to Grantor that the County has approved this Agreement and the authority and power, without the necessity of consent by any person, entity or body, to enter into and carry out the terms of this Agreement and this Agreement is valid and binding on the County.
County Representations and Warranties. County hereby represents and warrants to City that to Chief Real Estate Officer’s actual knowledge, (i) there are no pending or threatened legal actions or proceedings against County with respect to the Property, (ii) County has not granted to any third party any rights to use, lease and/or purchase the Property, or any portion thereof, except for the Friends of the Library license with the County, (iii) except as otherwise agreed by the Parties, any contracts or agreements entered into by or under County that shall survive the Closing Date shall continue to be serviced by County, and County shall remain the legally responsible party thereunder, and (iv) there is not present in, on, or under the Property the use, storage or disposal of any hazardous substance, pollutant, contaminant, material, waste, by-product, or constituent which is or becomes regulated by an local government authority, the State of California or the United States Government, including, without limitation, any substance, material, waste or byproduct regulated by any environmental laws. The representations and warranties of County set forth in this Agreement shall survive the Closing Date for a period of six (6) months.
County Representations and Warranties. County represents and warrants that it is the lawful owner of the Property and has the unrestricted right to enter into this Lease and that Xxxxxx shall have undisturbed enjoyment of its rights in and to the Property provided for in this Lease. Xxxxxx may, at any time prior to the termination of this lease, request that County provide written proof of their ownership of the Property.
County Representations and Warranties. Washington County makes the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) Washington County validly exists as a political subdivision in good standing under the laws of the State of Maine.
(b) Washington County has full power and authority to enter into this Agreement and to fully perform all of its duties and obligations hereunder. Washington County has duly authorized the execution and delivery of this Agreement and Washington County’s performance of all of its duties and obligations contained herein, and, to the extent permitted by applicable law, this Agreement constitutes a valid and legally binding obligation of Washington County, enforceable in accordance with its terms.
(c) The Company’s payments to Washington County under this Agreement shall not influence or have any bearing whatsoever upon Washington County’s determination with respect to any application for any Permit or other request for a decision from Washington County made by the Company.
County Representations and Warranties. County represents and warrants the following:
