Representations and Warranties by the City. The City hereby makes the following representations and warranties:
(1) The City has the full legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein to which the City is a party, to consummate the transactions contemplated hereby, including without limitation all actions as Redevelopment Entity, to take any steps or actions contemplated hereby, and to perform its obligations hereunder, and all City Official Action and Redevelopment Entity Official Action necessary therefor has been duly adopted by the Redevelopment Entity and remains in full force and effect.
(2) This Agreement has been duly executed and delivered by the Redevelopment Entity, and is valid and legally binding upon the Redevelopment Entity and enforceable in accordance with its terms on the basis of Applicable Laws currently in effect, and the execution and delivery hereof shall not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which the Redevelopment Entity is a party or Applicable Laws to which it or its properties are subject.
(3) No proceedings have been filed under the provisions of the United States Bankruptcy Code or other similar statute applicable to the Redevelopment Entity, and no indictment has been returned against any official of the Redevelopment Entity with respect to any transaction contemplated by the terms of this Agreement.
(4) There is no action, proceeding or investigation now pending, nor any basis therefor, known or believed by the Redevelopment Entity to exist, (i) which questions the authority of the Redevelopment Entity to enter into this Agreement or relating to any action taken or to be taken by the Redevelopment Entity pursuant to this Agreement; or (ii) that will materially and substantially impair the ability of the Redevelopment Entity to perform its obligations under, or would otherwise materially affect any of the Redevelopment Entity’s representations or warranties made, all pursuant to the terms of this Agreement.
Representations and Warranties by the City. The City makes the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) The City is a municipal corporation under the laws of the State having power to enter into and execute and deliver this O&M Agreement and, by proper action of its governing body, has authorized the execution and delivery of this O&M Agreement and the taking of any and all such actions as may be required on its part to carry out, give effect to, and consummate the transactions contemplated by this O&M Agreement, and no approval, referendum or other action by any governmental authority, agency, or other person or persons is required in connection with the delivery and performance of this O&M Agreement by it except as shall have been obtained as of the date hereof;
(b) This O&M Agreement has been duly executed and delivered by the City and constitutes the legal, valid, and binding obligation of the City, enforceable in accordance with its terms, except as enforcement may be limited by the application of equitable principles;
(c) The authorization, execution, delivery, and performance by the City of this O&M Agreement and compliance by the City with the provisions hereof do not and will not violate the laws of the State relating to the City or constitute a breach of or a default under, any other law, court order, administrative regulation, or legal decree, or any agreement, or other instrument to which it is a party or by which it is bound; and
(d) There is no litigation or proceeding pending, or to the knowledge of the City threatened, against the City or any other person having a material adverse effect on the right of the City to execute this O&M Agreement or the ability of the City to comply with any of its obligations under this O&M Agreement.
Representations and Warranties by the City. 7.1.1 The City is a home rule municipal corporation under the laws of the State of Texas and has all necessary authority to execute, deliver and perform this Agreement and the transactions described herein and has had the opportunity to consult with counsel or others of its choice in connection with this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the City and is a valid and binding obligation of the City enforceable in accordance with its terms. This Agreement and the documents and instruments required to be executed, delivered and performed by the City pursuant hereto have each been duly authorized by all necessary action on the part of the City and such execution, delivery and performance does and will not conflict with or result in a violation of the City's governing documents or any judgment, order or decree of any court or arbiter to which the City is a party, or any agreement to which the City is bound or subject.
7.1.2 The City is not a "foreign person", "foreign partnership", "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code.
7.1.3 To the best of the City's knowledge, without inquiry, there are no materials, substances or wastes located on the Property which are designated as hazardous or toxic or otherwise harmful to health or the environment, including without limitation, petroleum products, asbestos, radon, urea formaldehyde (collectively, "Hazardous Substances"), under any federal, state or local environmental laws and regulations ("Environmental Laws") or the actual discharge, disbursal, release, storage, treatment, generation, disposal or escape of any Hazardous Substances on the Property; and the City has not received any written notification from any governmental authority setting forth any violation of Environmental Laws.
7.1.4 To the best of the City's knowledge, there are no underground storage tanks on the Property.
7.1.5 The City has entered into no agreement with any third party for the conveyance of the Property or any part thereof to any third party.
Representations and Warranties by the City. The City represents and warrants that:
(a) The City is a municipal corporation duly organized and existing under the laws of the State. The City has the power to enter into this Agreement and carry out its obligations hereunder and provision has been made to pay the liability that will accrue under this Agreement, as contemplated at Wis. Stat. § 62.09(10)(f).
(b) The City has no knowledge as to the presence of hazardous substances as the same are described in the regulations promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and/or in the environmental laws of the State in, on or under the Property except as expressly set forth in environmental reports submitted to the Developer. With respect to the Project, the City of Madison is aware of no facts the existence of which would cause it to be in violation of any state, local or federal environmental law, regulation or review procedure, or which would give any person a valid claim under the environmental laws of the State.
(c) There is not pending, nor to the best of the City’s knowledge after due inquiry is there threatened, any suit, action or proceeding against the City before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the City to perform its obligations hereunder, or the validity or enforceability of this Agreement.
(d) The City shall indemnify, defend and hold the Developer harmless for, from and against any and all claims, demands, liabilities, costs, expenses, damages and losses, cause or causes of action and suit or suits of any nature whatsoever arising solely out of the ownership and/or operation of the City Parcel by the City as a result of any acts, events or omissions existing or occurring during the City’s ownership of the City Parcel and prior to the Real Estate Closing and for any breach of any representation, warranty or covenant made by City under this Agreement.
Representations and Warranties by the City. The City represents and warrants that:
(a) The City is a municipal corporation duly organized and existing under the laws of the State. The City has the power to enter into this Agreement and carry out its obligations hereunder and provision has been made to pay the liability that will accrue under this Agreement, as contemplated at Wis. Stat. § 62.09(10)(f).
(b) The City has no knowledge as to the presence of hazardous substances as the same are described in the regulations promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and/or in the environmental laws of the State in, on or under the Property. With respect to the Project, the City of Madison is aware of no facts the existence of which would cause it to be in violation of any state, local or federal environmental law, regulation or review procedure, or which would give any person a valid claim under the environmental laws of the State.
(c) There is not pending, nor to the best of the City’s knowledge after due inquiry is there threatened, any suit, action or proceeding against the City before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the City to perform its obligations hereunder, or the validity or enforceability of this Agreement.
Representations and Warranties by the City. The City represents and warrants that:
(a) The City is a municipal corporation duly organized and existing under the laws of the State. The City has the power to enter into this Agreement and carry out its obligations hereunder and provision has been made to pay the liability that will accrue under this Agreement.
(b) The City has no knowledge as to the presence of hazardous substances as the same are described in the regulations promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and/or in the environmental laws of the State in, on or under the Property. With respect to the Project, the City of Madison is aware of no facts the existence of which would cause it to be in violation of any state, local or federal environmental law, regulation or review procedure, or which would give any person a valid claim under the environmental laws of the State.
(c) There is not pending, nor to the best of the City’s knowledge after due inquiry is there threatened, any suit, action or proceeding against the City before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the City to perform its obligations hereunder, or the validity or enforceability of this Agreement.
Representations and Warranties by the City. The City makes the following representations and warranties as the basis for the undertakings on its part herein contained:
Representations and Warranties by the City. The CITY makes the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) The City Council has duly authorized execution and delivery of this Agreement;
(b) The City is the owner of the Leased Premises, subject to any and all validly existing right of ways, restrictions, and other matters of record;
(c) The execution, delivery, and performance by the CITY of this Agreement: (i) are within the powers of the CITY; (ii) have been duly authorized by all requisite action on the part of the CITY; (iii) do not require any consent of any governmental authority not already obtained; and (iv) will not violate any governmental requirements or any indenture, agreement, or other instrument to which either the CITY is a party or by which the CITY, or any of its respective property is bound.
Representations and Warranties by the City. The City is a duly organized, validly existing municipal corporation in the State of Arizona. The transactions contemplated by this Agreement and the execution and delivery of all documents required herein, and the City‟s performance hereunder, have been duly authorized by all requisite actions of the City.
Representations and Warranties by the City. The City represents and warrants as follows:
(a) The City is a body corporate and politic and a home rule municipality of the State of Colorado, and has the power to enter into and has taken all actions to date required to authorize this Agreement and to carry out its obligations under this Agreement.
(b) The execution and delivery of this Agreement and the performance and observance of its terms, conditions, and obligations, has been duly and validly authorized by all necessary action on the City’s part, and this Agreement is valid and binding upon the City and enforceable according to its terms.
(c) The execution and delivery of this Agreement and the documents required hereunder and the consummation of the transactions contemplated by this Agreement will not: (i) conflict with or contravene any law, order, rule or regulation applicable to the City or to its governing documents, (ii) result in the breach of any of the terms or provisions or constitute a default under any agreement or other instrument to which the City is a party or by which it may be bound or affected, or (iii) permit any party to terminate any such agreement or instruments or to accelerate the maturity of any indebtedness or other obligation of the City.
(d) There is no litigation, proceeding, initiative, referendum, or investigation pending or, to the City’s current, actual knowledge (without duty of inquiry or investigation), threatened that contests the powers of the City or its officials with respect to this Agreement.
