Common use of Of Lessee Clause in Contracts

Of Lessee. Xxxxxx makes the following representations, warranties and covenants: A. Lessee is an incorporated municipality of the State of Wyoming, duly organized and validly existing under the constitution and laws of the State of Wyoming, with full power and legal right to enter into this Agreement and perform its obligations hereunder. Xxxxxx’s actions in making and performing this Agreement have been duly authorized by its governing body or other appropriate official approval and will not violate or conflict with any law or governmental rule or regulation, or any mortgage, agreement, instrument or other document by which Lessee or its properties are bound. Lessee further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Agreement and Lessee has complied with all public bidding and other statutory requirements as may be applicable to Lessee in the authorization, execution, delivery and performance of this Agreement; B. Lessee has obtained all necessary licenses, permits and approvals, if any, required by all governing bodies or agencies having jurisdiction over the acquisition, installation and operation of the Equipment; C. During the Term of this Agreement, Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence; D. During the Term of this Agreement, the Equipment will be used by Lessee only for the purpose of performing one or more essential governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee’s authority and will not be used in a trade or business of any person or entity other than the Lessee; Lessee does not intend to sell said Equipment or said Agreement or to otherwise dispose of said Equipment during the term of the Agreement; and Lessee will not receive any monies, funds, or other “proceeds” as a result of the Agreement; E. The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of the initial Term and all Renewal Terms; F. The Equipment is, and during the Initial Term and all Renewal Terms will remain, personal property and when subjected to use by the Lessee under this Agreement, will not be or become a fixture; G. By all proper action Lessee has appropriated moneys sufficient to pay all Rental Payments payable during the Initial Term. During the Initial Term and any Renewal Terms, Lessee will annually provide Lessor with current financial statements, budgets, proof of appropriation for the ensuing Fiscal Year and such other financial information relating to the ability of Lessee to continue this Agreement as may be reasonably requested by Lessor or its assignee; H. The execution and delivery of this Agreement, and compliance with the provisions hereof, will not conflict with or constitute on the part of Lessee a violation of, breach of, or default under any constitutional provision, statute, resolution, bond indenture or other financing agreement or any other agreement or instrument to which Lessee is a party or by which Lessee is bound, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Lessee or any of its activities or properties; I. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or threatened against or affecting Lessee, wherein an unfavorable decision, ruling or finding would materially and adversely affect the transactions contemplated hereunder or which in any way would adversely affect the validity or enforceability of this Agreement; J. The Governing Body of Lessee represents that the reasonably anticipated amount of qualified tax-exempt obligations which have been and will be issued by Lessee does not exceed $10,000,000 for the 2021 calendar year and designates the Agreement to be a “qualified tax-exempt obligation” pursuant to Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended. K. During the Term of this Agreement, Lessee will not make or permit any use of the Equipment or the proceeds under this Agreement which if such use had been reasonably expected on the date of the Agreement would have caused the Agreement to be an “arbitrage bond” within the meaning of Section 148 of the Code, and applicable regulations promulgated thereunder, and further covenants that it will observe and not violate the requirements of Code Section 148 and any applicable regulations.