Common use of District Representations and Warranties Clause in Contracts

District Representations and Warranties. The District hereby represents and warrants to each of the Albany Pool Communities and the Planning Commission that: (A) The District is a sewer district validly existing under the Constitution and laws of the State, with full legal right, power and authority to enter into and perform its obligations under this Agreement. (B) The District has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the District and constitutes the legal, valid and binding obligation of the District, enforceable against the District in accordance with its terms except insofar as such enforcement may be affected by bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally. (C) Neither the execution nor the delivery by the District of this Agreement nor the performance by the District of its obligations hereunder (1) conflicts with, violates or results in a breach of any law or governmental regulation applicable to the District, or (2) conflicts with, violates or results in a breach of any term or condition of any judgment, decree, agreement or instrument to which the District is a party or by which the District or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, agreement or instrument. (D) No approval, authorization, order or consent of, or declaration, registration or filing with any Governmental Body is required for the valid execution and delivery by the District of this Agreement, except such as have been duly obtained or made. No approval must be obtained or granted by the District or any other Governmental Body, and no ordinance must be enacted by or on behalf of the District or any other Governmental Body, in order for this Agreement to be carried out. Attached as Appendix B is a list of the agreements, ordinances, and other enforceable legal instruments that allow the District to control discharges to the District’s facilities (either directly or through jurisdictions contributing flows to the District’s facilities), including CSOs, flows, and loads. (E) The District has no knowledge of any applicable law in effect on the date as of which this representation is being made which would prohibit the performance by the District of this Agreement and the transactions contemplated hereby. (F) There is no action, suit or other proceeding, at law or in equity, before or by any court or Governmental Body, pending, or, to the District’s best knowledge, threatened against the District wherein an unfavorable decision, ruling or finding would materially and adversely affect the validity or enforceability of this Agreement or any other agreement or instrument to be entered into by the District in connection with the transaction contemplated hereby, or which would materially and adversely affect the performance by the District of its obligations hereunder or under any such other agreement or instrument.

District Representations and Warranties. The As a material inducement to Okeelanta, New Hope and NHLC entering into this Agreement, the District hereby represents and warrants to each Okeelanta, New Hope and NHLC that the following matters are true as of the Albany Pool Communities and the Planning Commission thatdate hereof: (Aa) The There is no pending, or to the District's knowledge, threatened federal, state or local judiciary, county or administrative proceeding (i) to which the District is or will be a sewer district validly existing under party that could affect the Constitution and laws of the State, District's ability to comply with full legal right, power and authority to enter into and perform its obligations under this AgreementAgreement or (ii) affecting the Leased Property or in which the District is or will be party by reason of the District's ownership ofthe Leased Property, including, without limitation, proceedings for or involving zoning violations, or personal injuries, or damage alleged to have occurred on or with respect to the Leased Property or by reason of the condition or use of the Leased Property. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or, to the District's knowledge, threatened against the District. (Bb) The District has duly authorized the execution and delivery of this AgreementAgreement by the signatories hereto, on behalf of the District, and the performance ofthis Agreement by the District have been duly authorized by the District, and this Agreement has been duly executed and delivered by is binding upon the District and constitutes the legal, valid and binding obligation of the District, enforceable against the District in accordance with its terms except insofar as terms, conditions and provisions. No consent to such enforcement may be affected by bankruptcyexecution, insolvencydelivery and performance of the District is required from any person, moratorium and judicial or administrative body, governmental authority or any other laws affecting creditors’ rights generally. (C) party other than any such consent which already has been unconditionally given. Neither the execution nor the delivery by the District of this Agreement nor the performance by consummation of the District of its obligations hereunder (1) conflicts withtransactions contemplated hereby will violate any restriction, violates or results in a breach of any law or governmental regulation applicable to the Districtlaw, court order, or (2) conflicts with, violates or results in a breach of any term or condition of any judgment, decree, agreement or instrument to which the District or the Leased Property is a party or by which the District or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, agreement or instrumentsubject. (Dc) No approvalpersons, authorizationfirms, order corporations or consent ofother entities claiming by, through or declaration, registration or filing with any Governmental Body is required for the valid execution and delivery by under the District of this Agreement, except such are entitled to a real estate commission or other similar fees as have been duly obtained a result ofthis Agreement or made. No approval must be obtained or granted by the District or any other Governmental Body, and no ordinance must be enacted by or on behalf of the District or any other Governmental Body, in order for this Agreement to be carried out. Attached as Appendix B is a list of the agreements, ordinances, and other enforceable legal instruments that allow the District to control discharges to the District’s facilities (either directly or through jurisdictions contributing flows to the District’s facilities), including CSOs, flows, and loads. (E) The District has no knowledge of any applicable law in effect on the date as of which this representation is being made which would prohibit the performance by the District of this Agreement and the transactions contemplated hereby. (Fd) The District is the legal, fee simple title holder of the Leased Property, subject only to all easements, restrictions, conditions and other matters described in paragraphs 8 through 52 of Schedule B of Chicago Title Insurance Company's policy of title insurance bearing Policy No. 10287710600000007 dated March 30, 1999. (e) Except as disclosed in the environmental reports listed in Exhibit I attached hereto and made a part hereof, if any, with respect to the Leased Property, and the occupancy, use and operation thereof, the District has no knowledge of any failure by the former occupant to materially comply with all (i) Environmental Laws (as defined in Section 10.A.(3) of the Lease Conditions) and (ii) other applicable federal, state and local governmental laws, ordinances, regulations, licenses, permits, and authorizations, including, without limitation, applicable zoning laws and regulations and governmental approvals, and the District has no knowledge of any violations for which an action is either pending or threatened against the occupant or the District. (f) There is no civil, criminal or administrative action, suit suit, claim, demand, investigation, or other proceeding, at law or in equity, before or by any court or Governmental Body, pending, notice of violation pending or, to the knowledge ofthe District’s best knowledge, threatened against the District wherein an unfavorable decision, ruling or finding would materially and adversely affect relating in any way to the validity or enforceability of this Agreement or any other agreement or instrument to be Leased Property. (g) The District has not entered into by any agreement for the purchase and sale or other transfer of the Leased Property other than this Agreement. (h) There are no other parties other than the District in connection occupancy or possession of any part of the Leased Property, and no other person or entity, has any right to occupy, possess or lease any portion ofthe Leased Property except with the transaction contemplated hereby, or which would materially respect to portions of Parcel 3 ofthe Leased Property that are presently occupied and adversely affect the performance possessed by the Sugar Cane Growers Cooperative of Florida (the "Cooperative"). The Cooperative has sent a termination notice to the District in which it will vacate all of its obligations hereunder or under any such other agreement or instrumentParcel 3 ofthe Leased Property effective December 31, 2005.

District Representations and Warranties. The As a material inducement to each Transferor entering into this Agreement, the District hereby represents and warrants to each Transferor that the following matters are true as of the Albany Pool Communities Effective Date and the Planning Commission thatthat they will also be true as of Closing and any Deferred Closing: (Aa) The There is no pending, or to the District's knowledge, threatened federal, state or local judiciary, county or administrative proceeding to which the District is or will be a sewer district validly existing under party that could affect the Constitution and laws of the State, District's ability to comply with full legal right, power and authority to enter into and perform its obligations under this Agreement. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or, to the District's knowledge, threatened against the District. In the event any proceeding of the character described in this subparagraph is initiated prior to Closing, the District shall promptly advise Transferors in writing. (Bb) The District has duly authorized the execution and delivery of this AgreementAgreement by the signatories hereto, and all the documents to be delivered by the District to the Transferors at Closing by the signatories thereto, on behalf of the District, and the performance of this Agreement by the District have been duly authorized by the District, and this Agreement has been duly executed and delivered by is binding upon the District and constitutes the legal, valid and binding obligation of the District, enforceable against the District in accordance with its terms except insofar as terms, conditions and provisions. No consent to such enforcement may be affected by bankruptcyexecution, insolvencydelivery and performance of the District is required from any person, moratorium and judicial or administrative body, governmental authority or any other laws affecting creditors’ rights generally. (C) party other than any such consent which already has been unconditionally given. Neither the execution nor the delivery by the District of this Agreement nor the performance by consummation of the District of its obligations hereunder (1) conflicts withtransactions contemplated hereof will violate any restriction, violates or results in a breach of any law or governmental regulation applicable to the Districtlaw, court order, or (2) conflicts with, violates or results in a breach of any term or condition of any judgment, decree, agreement or instrument to which the District is a party or by which the District or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, agreement or instrumentsubject. (D) No approval, authorization, order or consent of, or declaration, registration or filing with any Governmental Body is required for the valid execution and delivery by the District of this Agreement, except such as have been duly obtained or made. No approval must be obtained or granted by the District or any other Governmental Body, and no ordinance must be enacted by or on behalf of the District or any other Governmental Body, in order for this Agreement to be carried out. Attached as Appendix B is a list of the agreements, ordinances, and other enforceable legal instruments that allow the District to control discharges to the District’s facilities (either directly or through jurisdictions contributing flows to the District’s facilities), including CSOs, flows, and loads. (Ec) The District has no knowledge delivered to each Transferor copies of any applicable law in effect on the date as of following: the Talisman Environmental Assessment and all title, lease, and other information or documents which the District has received from Talisman and TNC pursuant to the Talisman Agreement. (d) All items delivered pursuant to this representation is being made Agreement which would prohibit the performance have been prepared by the District pursuant to this Agreement are, and will be, true, correct and complete in all material respects and fairly represent the information set forth therein; no such items omit information necessary to make the information contained therein or herein true and correct. (e) The Cooperative Agreement represents the entire agreement between the parties thereto with respect to the matters set forth therein. The Cooperative Agreement is in full force and effect, and no defaults by the District have occurred and no acts have occurred which, with the passing of time or the giving of notice, may become defaults by the District, and to the District's knowledge no defaults by the other parties thereto have occurred, and no acts have occurred which, with the passing of time or the giving of notice, may become defaults by such other Parties; and the District has not assigned, pledged, encumbered or assigned its interest in the Cooperative Agreement. The Talisman Agreement and this Agreement and the transactions contemplated herebytherein and herein, including, without limitation, the Transferor's Reservations and the Talisman Lower Ranch Reservations do not conflict with and will not be inconsistent with the Cooperative Agreement, and the Cooperative Agreement does not restrict the use of the Talisman Real Property conveyed to the Transferors pursuant to this Agreement. (Ff) There is no actionNo persons, suit firms, corporations or other proceedingentities claiming by, at law through or in equity, before or by any court or Governmental Body, pending, or, to the District’s best knowledge, threatened against under the District wherein an unfavorable decision, ruling are entitled to a real estate commission or finding would materially and adversely affect the validity or enforceability other similar fees as a result of this Agreement or any other agreement the Talisman Agreement or instrument to be entered into by the District in connection with the transaction transactions contemplated hereby, hereby or which would materially and adversely affect the performance by the District of its obligations hereunder or under any such other agreement or instrumentthereby.