District’s Representations and Warranties. In addition to other representations and warranties of District contained herein, District hereby expressly warrants and represents to SI&A that the following statements are true and accurate as of the Effective Date and throughout the Agreement Term:
6.1 The execution, delivery and performance of this Agreement by SI&A and the consummation of the transactions contemplated hereby do not conflict with or result in a violation of any law governing the District’s existence as a school district, its operations or ability to contract;
6.2 This Agreement constitutes a legal, valid and binding obligation of District, enforceable against District in accordance with its terms;
6.3 District has the absolute and unrestricted right, power, authority and capacity to execute this Agreement and perform District’s obligations hereunder;
6.4 Neither the execution nor the performance of this Agreement will directly or indirectly contravene or violate any law, or give any person the right to challenge any Services or Software hereunder or obtain any relief under the law; and
6.5 All of the information provided to SI&A is true and accurate in all respects.
District’s Representations and Warranties. The District represents and warrants that the District is a duly const ituted political subdivision of the State of Texas created and operating pursuant to the Act, and has the authority to enter into thi s Agreement and the transact ions contemplated hereby, and to carry out its obligations.
District’s Representations and Warranties. By acceptance hereof, the District hereby represents and warrants to the Purchaser that:
(a) The District is a political subdivision and seven-director school district organized and existing under the laws of the State of Missouri.
(b) The District has complied with all provisions of the Constitution and the laws of the State of Missouri and has full power and authority to consummate all transactions contemplated by the Resolution and this Bond Purchase Agreement, and all other agreements relating thereto.
(c) The District has duly authorized by all necessary action to be taken by the District (1) the adoption and performance of the Resolution, (2) the execution, delivery and performance of this Bond Purchase Agreement, (3) the approval of the Official Statement (defined herein), (4) the execution of a Continuing Disclosure Undertaking (the “Disclosure Undertaking”), (5) the execution of a Federal Tax Certificate dated as of the date of delivery of the Bonds (the “Federal Tax Certificate”), (6) the execution and performance of the Direct Deposit Agreement, (7) 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 District in order to carry out, give effect to and consummate the transactions contemplated by the Resolution and this Bond Purchase Agreement, and (8) the carrying out, giving effect to and consummation of the transactions contemplated by the Resolution and this Bond Purchase Agreement. The Resolution and executed counterparts of all such agreements and documents specified herein will be delivered to the Purchaser by the District at the Closing Time (as defined below).
(d) The Resolution, this Bond Purchase Agreement, the Direct Deposit Agreement, the Federal Tax Certificate and the Disclosure Undertaking (collectively, the “Transaction Documents”), when executed and delivered by the District, will be the legal, valid and binding obligations of the District 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 District and further subject to the availability of equitable remedies. DRAFT
(e) The Bonds have been duly authorized by the District, and when issued, delivered and paid for as provided for herein and in the Resolution, wi...
District’s Representations and Warranties. As of the Sublease Date and on the Lease Conversion Date, if any, District hereby represents and warrants to District that, to the best of the District’s Board Chairman’s knowledge.
(i) District has full right, power and authority to make, execute, deliver and perform its obligations under this Sublease. District has obtained and received all required and necessary consents and approvals to enter into this Sublease with District. The entry by District into this Sublease with Developer and the performance of all of the terms, provisions and conditions contained herein does not and will not violate or cause a breach of or default under any agreement or obligation to which District is a party or by which it is bound.
(ii) As of the Sublease Date, there are no tenants, lessees or other occupants of the Unimproved Parcel having any right or claim to possession or use of the Unimproved Parcel or a claimed preference for occupancy in the Unimproved Parcel.
(iii) District is not obligated under any other option, contract, lease or agreement, oral or written, with respect to the ownership, use, operation, management, maintenance, lease, sale or financing of the Unimproved Parcel except as previously disclosed to Developer.
(iv) There is no action, suit, litigation or proceeding pending or, to District’s knowledge, threatened against District and/or the Unimproved Parcel which could prevent or impair District’s entry into this Sublease and/or performance of its or any of District’s obligations hereunder or materially and adversely impact District’s rights hereunder.
(v) The persons signing this Sublease on behalf of District are duly and validly authorized to do so.
District’s Representations and Warranties. District hereby makes the following representations and warranties to Xxxxxx Homes, each of which (i) is material and relied upon by Xxxxxx Homes in making its determination to enter into this Agreement, (ii) is to the actual knowledge of District true in all respects as of the Effective Date and shall be true in all respects on the Closing Date, and (iii) shall survive the Close of Escrow for eighteen (18) months:
(a) The District is a school district duly organized and validly existing under the laws of the State of California, and this Agreement and the execution and delivery thereof by the person designated below have been specifically authorized by the Board. District has full right, power, and authority to enter into this Agreement and to perform District's obligations hereunder. This Agreement and all other documents delivered by District to Xxxxxx Homes now or at the Close of Escrow, have been or will be duly executed and delivered by District and are legal, valid, and binding obligations of District, sufficient to convey to Xxxxxx Homes good and marketable title to the District Property, are enforceable in accordance with their respective terms, and do not materially violate any provision of any agreement to which District is a party.
(b) There are no pending or known threatened actions, suits, writs, injunctions, decrees, legal proceedings or governmental investigations against or affecting the District Property or relating to the ownership, maintenance, use or operation of the District Property.
(c) The District has not received any written notices nor has any actual knowledge of any violation of any laws, ordinances, rules, regulations or requirements of any governmental agency, body or subdivision affecting or relating to the District Property.
(d) There are no written leases, rights of first refusal, or other agreements relating to the right of possession and/or occupancy and/or use of or otherwise affecting the District Property by any person or entity, except for matters of record approved by Xxxxxx Homes pursuant to Section 2.5 above.
(e) District is not actually aware that the District Property, or District, are in violation of any applicable Federal, State or local statute, ordinance, order, requirement, law, or regulation materially adversely affecting the District Property or construction of any improvement thereon. District has received no written notice of any such violation of applicable law. Xxxxxx Homes shall make its own independ...
District’s Representations and Warranties. As a material inducement to City to enter into this Agreement, District makes the following covenants, representations, and warranties to City set forth in this Section 8.1 as of the date hereof and as of the Close of Escrow.
District’s Representations and Warranties. As a material inducement to City to enter into this Agreement, the District represents and warrants the following:
(i) The District is a school district, validly existing and in good standing under the laws of 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 District of District’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 District is a party or by which the District is bound.
(ii) All actions required to be taken by or on behalf of the District 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 District 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.
(iii) The persons executing this Agreement on behalf of the District have full power and authority to bind the District to the terms hereof.
District’s Representations and Warranties. DISTRICT hereby makes the following representations and warranties to CITY, each of which (i) is material and relied upon by CITY in making its determination to enter into this Agreement, (ii) is true in all respects as of the date hereof and shall be true in all respects on the Closing Date, and, (iii) shall survive the transfer of title:
(a) DISTRICT is duly formed, validly existing and has full right, power and authority to enter into this Agreement and to purchase the Property from CITY and to perform DISTRICT’s obligations hereunder. DISTRICT further represents and warrants that this Agreement constitutes a valid and legally binding obligation of DISTRICT enforceable against DISTRICT in accordance with its terms; and,
(b) DISTRICT agrees that it has examined and is familiar with the terms and conditions of the grants of the subject property from the Federal Government and will conform to and carry out said terms and conditions as noted in the “Federal Government Quitclaim Deeds” attached hereto and incorporated herein as Exhibit “D”.
(c) The DISTRICT shall continue to offer general education classes on the land that currently comprises the existing Lompoc Valley Center. The DISTRICT shall use the Property that is acquired pursuant to this Agreement for the expansion of the existing Lompoc Valley Center. The DISTRICT intends to use the Property to develop instructional facilities, site and/or buildings, including, but not limited to the DISTRICT’s public safety instructional programs. Development shall be for educational purposes, and such other uses as may be permitted by the Education Code of the State of California provided that such uses shall be consistent with the Quitclaim Deeds from the Federal Government. The DISTRICT shall develop the Property within ten years from the Closing Date, subject to the District’s receipt of funding for such development. If the Property is not developed by the DISTRICT for the expansion of the existing Lompoc Valley Center within ten years from the Closing Date, the ownership of the Property shall revert to the City of Lompoc. In the event that the Property reverts to the City of Lompoc in accordance with the provisions of this Agreement, the DISTRICT agrees to cooperate with the CITY in executing any documents or taking such other actions as may be reasonably necessary to complete the reversion of ownership of the Property to the City of Lompoc.
(d) No representations of any kind (whether oral or written, express ...
District’s Representations and Warranties. DISTRICT makes the following representations and warranties as of the date of execution of this Agreement and, subject to DISTRICT's right to modify the same by additional disclosures, as of Close of Escrow:
District’s Representations and Warranties. The District 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:
