Representations and Mutual Covenants Sample Clauses

Representations and Mutual Covenants. (A) The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The governing authority of the County is duly authorized to execute, deliver and perform this Agreement; (ii) This Agreement is a valid, binding, and enforceable obligation of the County; (iii) The County is retaining services from the Municipality to administer and distribute CRF funds to ensure a collaborative and comprehensive approach to combating the public health emergency and resulting economic impact; and (iv) The County and the Municipality intend to collaborate in making the necessary expenditures incurred due to the public health emergency and other criteria for use of CRF as described in the Act, without duplicating efforts. (B) The Municipality makes the following representations and warranties, which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The governing authority of the Municipality is duly authorized to execute, deliver and perform this Agreement; (ii) This Agreement is a valid, binding, and enforceable obligation of the Municipality; (iii) The Municipality’s projects funded by CRF funds shall comply with the requirements of the Act, as interpreted and clarified by the United States Treasury Department’s July 8, 2020 Frequently Asked Questions, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Frequently- Asked-Questions.pdf, and with the CRF Guidance for State, Territorial, Local, and Tribal Governments, dated June 30, 2020, found at xxxxx://xxxx.xxxxxxxx.xxx/system/files/136/Coronavirus-Relief-Fund-Guidance-for-State- Territorial-Local-and-Tribal-Governments.pdf, and any subsequent guidance issued by the Treasury Department; (iv) The Municipality certifies compliance with the Act, as interpreted and clarified by the Treasury Department, by executing this Agreement; and (v) The Municipality shall administer and distribute CRF funds to complete the Municipality’s portion of the County’s collaborative and comprehensive approach to combating the public health emergency and resulting economic impact. (C) It is the intention of the County and the Municipality to comply in all applicable respects with the Act. (D) The County and the Municipality agree to maintain thorough and accurate records concerning their respective receipt and expenditure of CRF funds. The Municipality agrees to maintain an accounting syst...
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Representations and Mutual Covenants. A. The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: 1. The County is a political subdivision duly created and organized under the Constitution of the State of Georgia; 2. The governing authority of the County is duly authorized to execute, deliver and perform this Agreement; and 3. This Agreement is a valid, binding, and enforceable obligation of the County; and 4. The County will take all actions necessary to call an election to be held in all voting precincts in the County on the day of March, 2023 for the purpose of submitting to the voters of the County for their approval, the question of whether or not a SPLOST shall be imposed on all sales and uses within the Special District for a period of 24 quarters (six (6) years), commencing on the ___ day of , 2023, to raise an estimated $210,033,000.00 to be used for funding the projects specified in Exhibit “A” attached hereto. B. Each of the Municipalities makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: 1. Each Municipality is a municipal corporation duly created and organized under the laws of the State of Georgia; 2. The governing authority of each Municipality is duly authorized to execute, deliver and perform this Agreement; 3. This Agreement is a valid, binding, andenforceable obligation of eachMunicipality; 4. Each Municipality is a qualified municipality asdefined in O.C.G.A. §48-8-110 (4); and 5. Each Municipality is located entirely or partially within the geographic boundaries of the Special District. C. It is the intention of the County and Municipalities to comply in all respects with O.C.G.A. §48-8-110 et seq., and all provisions of this Agreement shall be construed in light of O.C.G.A. § 48-8-110 et seq. D. The County and Municipalities agree to promptly proceed with the acquisition, construction, equipping and installation of the projects specified in Exhibit “A” of this Agreement and in accordance with the priority order referenced in Section 8 of this Agreement. E. The County and Municipalities agree that each approved SPLOST project associated with this Agreement shall be maintained as a public facility and in public ownership. If ownership of a project financed pursuant to this Agreement is transferred to private ownership, the proceeds of the sale shall, for the purposes of this Agreement,...
Sample 1
Representations and Mutual Covenants. (A) The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The County is a political subdivision duly created and organized under the Constitution of the State of Georgia; (ii) The governing authority of the County is duly authorized to execute, deliver and perform this Agreement; and (iii) This Agreement is a valid, binding and enforceable obligation of the County; and (iv) The County will take all actions necessary to call an election to be held in all voting precincts in the County on the 7th day of November, 2023, for the purpose of submitting to the voters of the county for their approval, the question of whether or not a SPLOST shall be imposed on all sales and uses within the special district of Gordon County for a period of 24 quarters, commencing on the 1st day of May, 2024, to raise an estimated $77,000,000 to be used for funding the projects specified in Exhibit A attached hereto. (B) Each of the Municipalities makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) Each Municipality is a municipal corporation duly created and organized under the laws of the State of Georgia; (ii) The governing authority of each Municipality is duly authorized to execute, deliver and perform this Agreement; (iii) This Agreement is a valid, binding and enforceable obligation of each Municipality; (iv) Each Municipality is a qualified municipality as defined in O.C.G.A. Section 48-8-110(4); and (v) Each Municipality is located entirely or partially within the geographic boundaries of the special tax district created in the County. (C) It is the intention of the County and the Municipalities to comply in all respects with O.C.G.A. Section 48-8-110 et seq. and all provisions of this Agreement shall be construed in light of O.C.G.A. Section 48-8-110 et seq. (D) The County and Municipalities agree to promptly proceed with the acquisition, construction, equipping and installation of the projects specified in Exhibit A of this Agreement and in accordance with the priority order referenced in Section 8 of this Agreement. (E) The County and Municipalities agree that each approved SPLOST project associated with this Agreement shall be maintained a public property and in public ownership. If ownership of a project financed pursuant to this Agreement is transferred to private owners...
Sample 1
Representations and Mutual Covenants. (A) The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The County is a political subdivision duly created and organized under the Constitution of the State of Georgia; and (ii) The governing authority of the County is duly authorized to execute, deliver and perform this Agreement; and (iii) This Agreement is a valid, binding, and enforceable obligation of the County. (B) Each of the Municipalities, on its own behalf, makes the following representations and warranties, which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The Municipality is a municipal corporation duly created and organized under the laws of the State of Georgia; and (ii) The governing authority of the Municipality is duly authorized to execute, deliver and perform this Agreement; and (iii) This Agreement is a valid, binding, and enforceable obligation of the Municipality; and (iv) The Municipality is located in part or entirely within the geographic boundaries of the special tax district created in the County. (C) It is the intention of the County and Municipalities to comply in all applicable respects with O.C.G.A. § 48-8-109.1 et seq. and all provisions of this Agreement shall be construed in light of the applicable provisions found in O.C.G.A. § 48-8-109.1 et seq. (D) The County and Municipalities agree to maintain thorough and accurate records concerning their respective receipt and expenditure of EHOST proceeds.
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Representations and Mutual Covenants. The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement:
Sample 1
Representations and Mutual Covenants. (A) The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The governing authority of the County is duly authorized to execute, deliver and perform this Agreement; and (ii) This Agreement is a valid, binding, and enforceable obligation of the County; and (iii) The County is retaining services from the Municipalities to administer and distribute CFR CRF proceeds to ensure a collaborative and comprehensive approach to combating the public health emergency and resulting economic impact; (iv) The County and Municipalities intend to collaborate in making the necessary expenditures incurred due to the public health emergency and other criteria for use of CRF as described in the Act, without duplicating efforts. (B) Each of the Municipalities, on its own behalf, makes the following representations and warranties, which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The governing authority of the Municipality is duly authorized to execute, deliver and perform this Agreement; (ii) This Agreement is a valid, binding, and enforceable obligation of the Municipality;
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Representations and Mutual Covenants. A. The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (1) The County is a political subdivision duly created and organized under the Constitution and laws of the State of Georgia (the “State”). Under the Constitution and laws of the State, the County is authorized to execute, deliver, and perform its obligations under this Agreement. The County has duly authorized the execution, delivery, and performance of this Agreement. This Agreement is a valid, binding and enforceable obligation of the County. (2) No approval or other action by any governmental authority or agency or other person is required in connection with the execution, delivery, and performance of this Agreement by the County, except as shall have been obtained as of the date hereof. (3) The authorization, execution, delivery, and performance by the County of this Agreement do not violate the laws or Constitution of the State and do not constitute a breach of or a default under any existing court order, administrative regulation, or other legal decree, or any agreement, indenture, mortgage, lease, note, or other instrument to which it is a party or by which it is bound. (4) 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, to the knowledge of the County, threatened against or affecting the County (or, to the knowledge of the County, any meritorious basis therefore) (a) contesting or questioning the existence of the County or the titles of the present officers of the County to their offices or (b) wherein an unfavorable decision, ruling or finding would (i) adversely affect the enforceability of this Agreement or (ii) materially adversely affect the transactions contemplated by this Agreement. (5) The County is not in violation of the laws or the Constitution of the State and is not in default under any existing court order, administrative regulation, or other legal decree, or any agreement, indenture, mortgage, lease, note, or other instrument to which it is a party or by which it is bound. (6) The County will take all actions necessary to call the Election to be held in all voting precincts in the County on the 18th day of March, 2024, for the purpose of submitting to the voters of the County for their approval, the question of whether or not a SPLOST shall be imposed on all sales and uses within the...
Sample 1
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Representations and Mutual Covenants. A. The County makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The County is a political subdivision duly created and organized under the Constitution and laws of the State of Georgia; (ii) The governing authority of the County is duly authorized to execute, deliver and perform this Agreement; (iii) This Agreement is a valid, binding, and enforceable obligation of the County; and (iv) The County will take all actions necessary to call an election to be held in all voting precincts in the County on the 5th day of November, 2019, for the purpose of submitting to the voters of the County for their approval, the question of whether or not a SPLOST shall be imposed on all sales and uses within the special district of Chatham County for a period of 24 quarters (6 years), commencing as provided in Section 4, to raise an estimated $400,000,000 to be used for funding the projects specified in Exhibit A attached hereto. B. The City makes the following representations and warranties which may be specifically relied upon by all parties as a basis for entering this Agreement: (i) The City is a municipal corporation duly created and organized under the laws of the State of Georgia; (ii) The governing authority of the City is duly authorized to execute, deliver and perform this Agreement; (iii) This Agreement is a valid, binding, and enforceable obligation of the City; (iv) The City is a qualified municipality as defined in O.C.G.A. § 48-8-110 (4); and (v) The City is located entirely or partially within the geographic boundaries of the special tax district created in the County. C. It is the intention of the County and City to comply in all respects with O.C.G.A. § 48-8-110 et seq. and all provisions of this Agreement shall be construed in light of O.C.G.A. § 48-8-110 et seq.
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Representations and Mutual Covenants 
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Related to Representations and Mutual Covenants

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Covenants, Representations and Warranties 3.1 The Borrower ratifies, confirms and reaffirms, without condition, all the terms and conditions of the Agreement and the other Loan Documents and agrees that it continues to be bound by the terms and conditions thereof as amended by this Amendment; and, the Borrower further confirms and affirms that it has no defense, set off or counterclaim against the same. The Agreement and this Amendment shall be construed as complementing each other and as augmenting and not restricting the Bank's rights, and, except as specifically amended by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms. 3.2 The Borrower ratifies, confirms and reaffirms without condition, all liens and security interests granted to the Bank pursuant to the Agreement and the other Loan Documents, if any, and such liens and security interests shall continue to secure the indebtedness and obligations of the Borrower to the Bank under the Agreement, the Note and the other Loan Documents, including, but not limited to, all loans made by the Bank to the Borrower as amended by this Amendment. 3.3 The Borrower represents and warrants to the Bank that: (a) This Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable in accordance with its terms; (b) The execution and delivery of this Amendment by the Borrower and the performance and observance by the Borrower of the provisions hereof, do not violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; (c) The representations and warranties set forth within Article III of the Agreement continue to be true and correct in all material respects as of the date of this Amendment except those changes resulting from the passage of time; and (d) No material adverse change has occurred in the business, operations, consolidated financial condition or prospects of the Borrower since the date of the most recent annual financial statement delivered to the Bank, and no Event of Default or condition which, with the passage of time, the giving of notice or both, could become an Event of Default has occurred and is continuing. 3.4 The Borrower shall execute or cause to be executed and deliver to the Bank all other documents, instruments and agreements deemed necessary or appropriate by the Bank in connection herewith.

  • Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA; (5) It: (i) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Advisor if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and (6) In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Representations and Covenants of the Company The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project: a. The Company is a business corporation duly formed and validly existing under the laws of the State of New York, has the authority to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement. b. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the Company under the terms of any such instrument or agreement. c. The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection. d. 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, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, an in which an adverse result would in any way diminish or adversely impact on the Company’s ability to fulfill its obligations under this Agreement. e. The Company covenants that the Project will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist at the Project except in compliance with all material applicable laws, (ii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances at the Project or onto any other property,

  • Other Covenants, Representations and Warranties Stockholder hereby represents and warrants to Parent and Acquisition as follows:

  • Covenants, Representations, and Warranties of Servicer By its execution and delivery of this Agreement, the Servicer makes the following representations, warranties and covenants on which the Trust Collateral Agent relies in accepting the Receivables and on which the Trustee relies in authenticating the Notes. (a) The Servicer covenants as follows:

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a)(except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. In addition, for purposes of this Section 7.1(c) as it relates to Section 3.20(b) of this Agreement, the reference to “DIP Loan” in clause (i) of such Section 3.20(b) shall be deemed to refer to that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement, dated as of July 23, 2010, by and among the Company, GGP Limited Partnership, the lenders party thereto, Barclays Capital, as the Sole Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral Agent, and the guarantors party thereto (the “New DIP Agreement”). The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.4, Section 5.14(b) (to the extent applicable) and Section 5.14(c) the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

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