No Liability of City. The City has no obligation whatsoever to construct any improvements that the District is required to construct, or pay any debt or liability of the District including any bonds.
No Liability of City. The City shall have no obligation or liability to the lending institution, architect, contractor, or subcontractor, or any other party retained by Developer in the performance of its obligations and responsibilities under the terms and conditions of this Agreement. Developer specifically agrees that no representations, statements, assurances, or guarantees will be made by Developer to any third party or by any third party which are contrary to this provision.
No Liability of City. To the extent that any actions of federal or state agencies, actions of Public Agencies, or actions of CITY required by federal or state agencies or Public Agencies, and taken in good faith to prevent adverse impacts upon CITY by state or federal agencies or Public Agencies, have the effect of preventing, delaying, or modifying Development of the Property for the Project, CITY shall not in any manner be liable to LANDOWNER for such prevention, delay or modification. Such actions may include, without limitation: (i) flood plain or wetlands designations, (ii) the imposition of air quality measures or sanctions, (iii) the imposition of traffic congestion or travel restriction measures, and (iv) the imposition of new or additional restrictions related to environmental contamination of the Property, regardless as to whether such conditions were known or unknown as of the Effective Date. CITY's actions to comply with such federal or state laws and regulations or actions of Public Agencies shall not be arbitrary or capricious. Nothing contained herein shall be construed as precluding CITY’s contractual defenses of impossibility of performance or frustration of purpose to the extent recognized by California law.
No Liability of City. Notwithstanding the foregoing, City shall have no liability for damages to WD due to the disclosure of any information which WD believes to be confidential or a trade secret, provided that City shall have acted in accordance with the provisions of this Section 3.4.
No Liability of City. The Bonds, together with premium, if any, and interest thereon, shall be limited obligations of the City giving rise to no pecuniary liability of the City nor a charge against its general credit or taxing powers and shall be payable by the City solely out of the amounts payable by the Company pursuant to Section 4.2 of this Loan Agreement. No Owner or Beneficial Owner of any Bond shall have the right to compel any exercise of the taxing power of the City or the State or any political subdivision thereof to pay the Bonds, the interest or premium, if any, thereon and the Bonds shall not constitute an indebtedness of the City or the State or any political subdivision thereof or a loan of credit thereof within the meaning of any constitutional or statutory provision or limitation of indebtedness applicable to the City. No moneys payable by the Company to the City under the Ground Lease are assigned hereunder. Neither the Trustee, the Owners nor the Beneficial Owners shall have any interest in the Ground Lease or any amounts payable thereunder. The Bonds are not secured by the Project, nor are the Bonds secured by any property or improvements at the Airport or any revenues derived by the City from the operation of the Airport generally.
No Liability of City. 22.1 Any obligation of CCCC created by or arising out of this Agreement shall not impose a debt or pecuniary liability upon the City or a charge upon the general credit or taxing powers of City but shall be payable solely out of funds duly authorized and appropriated by CCCC.
22.2 The delivery of this Agreement shall not directly, indirectly, or contingently obligate City to levy any form of taxation or to make any appropriation. No breach of any pledge, obligation or agreement made or incurred in connection with this Agreement may impose any pecuniary liability upon, or any charge upon the general credit of the City.
No Liability of City. The City has made no representation or covenant, express or implied, that the revenues pledged to pay the TIF Note will be sufficient to pay, in whole or in part, the principal and interest due on the TIF Note. Any amounts which have not been paid on the TIF Note on or before the final maturity date of the TIF Note shall no longer be payable, as if the TIF Note had ceased to be an obligation of the City. The TIF Note will never represent or constitute a general obligation, debt or bonded indebtedness of the City, the State of Minnesota, or any political subdivision thereof and that no right will exist to have taxes levied by the City, the State of Minnesota or any political subdivision thereof for the payment of principal and interest on the TIF Note. The undersigned, a (“Note Holder”), hereby certifies and acknowledges that:
A. On the date hereof the Note Holder has [acquired from]/[made a loan (the “Loan”) [to/for the benefit] of] HWY35 Properties LLC, a Minnesota limited liability company (the “Developer”), [secured in part by] the Taxable Tax Increment Revenue Note (HWY35 Properties LLC Project), a pay-as-you-go tax increment revenue note in the original principal amount of $ , dated , 20 of the City of Grand Rapids, Minnesota (the “City”), a copy of which is attached hereto (the “Note”).
B. The Note Holder has had the opportunity to ask questions of and receive all information and documents concerning the Note as it requested, and has had access to any additional information the Note Holder thought necessary to verify the accuracy of the information received. In determining to [acquire the Note]/[make the Loan], the Note Holder has made its own determinations and has not relied on the City or information provided by the City.
C. The Note Holder represents and warrants that:
1. The Note Holder is acquiring [the Note]/[an interest in the Note as collateral for the Loan] for its own account, and without any view to resale or other distribution.
2. The Note Holder is (i) the owner of the Development Property or (ii) a financial institution or an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring [and holding the Note] [an interest in the Note as collateral for the Loan].
3. The Note Holder understands that the Note is a security which has not been registered un...
No Liability of City. The City has made no representation or covenant, express or implied, that the revenues pledged to pay the TIF Note will be sufficient to pay, in whole or in part, the principal and interest due on the TIF Note. Any amounts which have not been paid on the TIF Note on or before the final maturity date of the TIF Note shall no longer be payable, as if the TIF Note had ceased to be an obligation of the City. The TIF Note will never represent or constitute a general obligation, debt or bonded indebtedness of the City, the State of Minnesota, or any political subdivision thereof and that no right will exist to have taxes levied by the City, the State of Minnesota or any political subdivision thereof for the payment of principal and interest on the TIF Note.
No Liability of City. By making this award, the City does not accept any liability whatsoever for any acts, omissions or errors associated with the Project. Recipient agrees to indemnify and defend the City from all claims, suits or demands resulting from implementation of the Project.
No Liability of City. To the extent that any actions of federal or state agencies, actions of Public Agencies, or actions of CITY required by federal or state agencies or Public Agencies and taken in good faith in order to prevent adverse impacts upon CITY by state or federal agencies or Public Agencies, have the effect of preventing, delaying or modifying Amended and Restated Railyards Development Agreement Revision Date: 10-21-2016 Development of the Property for the Project; CITY shall not in any manner be liable to LANDOWNER for such prevention, delay or modification. Such actions may include, without limitation,: (i) flood plain or wetlands designations, (ii) the imposition of air quality measures or sanctions, (iii) the imposition of traffic congestion or travel restriction measures, or (iv) the imposition of new or additional restrictions related to environmental contamination of the Property, regardless as to whether such conditions were known or unknown as of the Effective Date. CITY's actions to comply with such federal or state laws and regulations or actions of Public Agencies shall not be arbitrary or capricious. Nothing contained herein shall be construed as precluding CITY’s contractual defenses of impossibility of performance or frustration of purpose to the extent recognized by California law.
