Common use of Representations and Warranties by the City Clause in Contracts

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 hereby makes the following representations and warranties, understanding that Redeveloper has relied thereon as a material element in entering into this Redevelopment Agreement: (1a) The City has the full legal power, right right, authority and authority means to enter into this Redevelopment Agreement and the instruments and documents referenced herein to which the City is or may be 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. (2b) Upon the approval of this Redevelopment Agreement by the City, all requisite action will have been taken by the City, and after all due and diligent investigation by the City, the City represents that (i) all requisite consents have been obtained in connection with the entering into this Redevelopment Agreement and the instruments and documents referenced herein to which the City is party, (ii) the consummation of the transaction contemplated hereby, and to the best of the City’s knowledge and belief are permitted and/or authorized by all Applicable Laws, and (iii) after all due and diligent investigation and to the best knowledge of the City, there are no writs, injunctions, orders or decrees of any court or governmental body that would be violated by the City entering into or performing its obligations under this Redevelopment Agreement. (c) This Redevelopment Agreement has been is duly executed and delivered by the Redevelopment EntityCity, and is valid and legally binding upon the Redevelopment Entity City and enforceable in accordance with its terms on the basis of Applicable Laws currently laws presently in effect, effect and the execution and delivery hereof thereof 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 City is a party or Applicable Laws to which it or its properties are subjectparty. (3d) No proceedings have been filed under the provisions of the United States Bankruptcy Code or other similar statute applicable The City represents that to the Redevelopment Entity, and no indictment has been returned against any official best of the Redevelopment Entity with respect to any transaction contemplated by the terms of this Agreement. (4) There its knowledge there is no action, proceeding or investigation now pendingpending or threatened, nor any basis therefortherefore, known or believed by the Redevelopment Entity to exist, (i) exist which questions the authority validity of the this Redevelopment Entity to enter into this Agreement or relating to any action or act taken or to be taken by the Redevelopment Entity City pursuant to this Redevelopment Agreement; or (ii) that will materially and substantially impair , except for the ability City Litigation as previously disclosed to Redeveloper, final disposition of the Redevelopment Entity which is a condition precedent to perform Redeveloper’s obligation to satisfy 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 Agreementhereunder.

Representations and Warranties by the City. The City hereby makes represents and warrants to, and agrees with the following representations Dealer Manager that, as of the date hereof and warranties:through and including the Settlement Date (as defined in the Invitation): (1a) The City is a charter city and municipal corporation duly organized and validly existing under the laws of the State of California (the “State”). (b) The City has the full legal power, right requisite power and authority and has duly taken all necessary action to enter into this Agreement authorize the making and consummation of the instruments and documents referenced herein to which Tender/Exchange Program (including the City is a partySeries 2022-C-1 Bonds, to consummate the transactions contemplated hereby, including without limitation all actions as Redevelopment Entity, to take any steps Series 2022-C-2 Bonds or actions contemplated herebyother provisions for the purchase or exchange of the Target Bonds), 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 this Agreement has been duly executed and delivered by the Redevelopment Entityby, and is constitutes a valid and legally binding upon agreement of, the Redevelopment Entity and City, enforceable in accordance with its terms on (except as the basis enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting relief of Applicable Laws currently debtors, creditors’ rights or remedies and to general principles of equity). (c) When issued, the Tender/Exchange Documents (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in effectorder to make the statements made therein, in the light of the circumstances under which they were made, not misleading. In addition, if any event occurs as a result of which it shall be necessary to amend or supplement any Tender/Exchange Documents in order to correct any untrue statement of a material fact contained therein or omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall, promptly upon becoming aware of any such event, advise the Dealer Manager of such event and, as promptly as practicable under the circumstances, prepare and furnish copies of such amendments or supplements of any such Tender/Exchange Documents to the Dealer Manager, so that the statements in such Tender/Exchange Documents, as so amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The City agrees to file or cause to be filed with XXXX any amendments or supplements of any Tender/Exchange Documents. (d) The making and consummation of the Tender/Exchange Program (including the Series 2022-C-1 Bonds, the Series 2022-C-2 Bonds or other provisions for the purchase or exchange of the Target Bonds), the execution, delivery and performance by the City of this Agreement and the execution consummation of the transactions contemplated hereby do not and delivery hereof shall notwill not (i) conflict with, with due notice or result in the passage acceleration of timeany obligation under or in a breach of, or constitute a default under or violate under, any of the terms provisions of any ordinance, indenture, agreement or other instrument undertaking to which the Redevelopment Entity City is a party or Applicable Laws by which it is bound or to which it any of its property or its properties are assets is 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 contravene any federal, state or local law, rule or regulation applicable to the City, or any order applicable to the City of any court or of any other governmental agency or instrumentality having jurisdiction over it or any of its property. (e) The City has taken all necessary action to authorize the execution, delivery, and substantially impair performance by the City of the Tender/Exchange Documents, and the execution, delivery, and performance by the City of the Tender/Exchange Program has been duly authorized. No additional consent, approval, authorization or order of, or registration, qualification or filing with, any court or regulatory agency or other governmental agency or instrumentality is required in connection with the making and consummation of the Tender/Exchange Program (including Series 2022-C-1 Bonds, the Series 2022-C-2 Bonds or other provisions for the purchase or exchange of the Target Bonds). (f) Except as described in the Tender/Exchange Documents, no litigation or other proceeding before or by any court or agency or other administrative body (either State or Federal) is pending against the City or, to the best knowledge of the City, threatened against it, in any way restraining or enjoining, or threatening or seeking to restrain or enjoin, the making and consummation of the Tender/Exchange Program or (A) in any way questioning or affecting: (i) the proceedings under which the Tender/Exchange Program is to be made and consummated, (ii) the validity or enforceability of any provision of the Tender/Exchange Documents, (iii) the accuracy, completeness or fairness of the Tender/Exchange Documents, (iv) the legal existence of the City or its right to conduct its operations as presently conducted, or (v) the title of its members or officers to their respective offices in such manner as to adversely affect the ability of the Redevelopment Entity City to perform its obligations under, authorize the making and consummation of the Tender/Exchange Program or would otherwise materially affect to consummate any of the Redevelopment Entity’s representations transactions to which it is or warranties madeis to be a party as contemplated by the Tender/Exchange Documents, all or (B) which, if decided adversely to the City, would have a material adverse effect on the financial conditions or operations of the City. (g) The City expects to have the Series 2022-C-1 Bonds and the Series 2022-C-2 Bonds, the delivery of which is a condition of its exchange or purchase of the Target Bonds pursuant to the Tender/Exchange Program, available for payment of the purchase price of the Target Bonds which the City elects to purchase, or the exchange of Target Bonds which the City elects to exchange, as applicable, and is authorized to purchase such Target Bonds which to elects to purchase, or exchange such Series 2022-C-2 Bonds for the Target Bonds that it may elect to exchange pursuant to the Tender/Exchange Program, as applicable. (h) The City agrees to exchange, in accordance with the terms and subject to the conditions of this Agreementthe Tender/Exchange Documents, the Series 2022-C-2 Bonds for the Target Bonds it elects to exchange, and to pay, from the proceeds of the Series 2022-C-A Bonds, all related fees and expenses as agreed to by the parties and then cancel or cause to be cancelled the Target Bonds it purchases or exchanges pursuant to the Tender/Exchange Program. (i) The City has engaged the Information Agent to make appropriate arrangements with DTC to allow for the book-entry movement of tendered Target Bonds as described in the Tender/Exchange Documents. (j) In connection with the Tender/Exchange Program, the City has complied, and will continue to comply, in all material respects with the applicable requirements of the federal securities laws. (k) The financial statements of the City have been prepared in accordance with generally accepted accounting principles consistently applied. (l) Neither the City nor, to the knowledge of the City, any director, officer, or employee of the City is an individual or entity (“Person”) that is currently the target or subject of any sanctions administered or enforced by the U.S. government, including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the City located, organized or resident in a country or territory that is the subject or target of Sanctions.

Representations and Warranties by the City. The City hereby makes the following representations and warranties: (1a) The City is a political subdivision of the State, duly organized and existing as a statutory city under the laws of the State. The City is authorized by statute and otherwise to enter into the transactions contemplated by this Lease and to carry out the obligations of the City hereunder. The execution, delivery and performance of this Lease have been duly authorized and approved. (b) The City has fee simple title to the Land. (c) The City has the full legal powerright, right power and authority (i) to enter into adopt the Ordinance, (ii) to execute and deliver, and to perform any obligations under, and to accept the benefits conferred to the City under this Agreement Lease, (iii) to undertake and complete the Project and to use and operate the Leased Property, and (iv) to carry out and consummate all other transactions contemplated by the Ordinance, the Site Lease and this Lease, and the instruments City has complied and documents referenced herein is in compliance with all provisions of applicable law in all matters relating to such transactions. (d) The City (i) has duly adopted the Ordinance, and the Ordinance remains in full force and effect and has not been amended, modified, waived, rescinded, cancelled, revoked, terminated or determined to be invalid in whole or in part, and (ii) has duly executed and delivered the Site Lease and this Lease. (e) The Ordinance, the Site Lease, and this Lease constitute valid and binding obligations, under applicable law, of the City, and, assuming due authorization, execution and delivery of the Site Lease and the Lease by the Lender, are enforceable against the City in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally. (f) No event of default has occurred and is continuing, and there has not occurred nor is there continuing any event or condition which with the passage of time or giving of notice or both would constitute an event of default under, any indenture, mortgage, note, lease agreement or other agreement or instrument 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 party or actions contemplated herebyby which it is bound, and to perform its obligations hereunderthe City has not committed any violation that is continuing, and all the City Official Action and Redevelopment Entity Official Action necessary therefor has been duly adopted by not taken any action or allowed any action or inaction or is aware of any condition affecting the Redevelopment Entity and remains City which in full force and effectany of such instances with the passage of time or giving of notice or both would constitute a violation of, any provision of the Colorado Constitution or any existing law, rule, regulation, resolution, judgment, order or decree to which the City is subject. (2g) This Agreement has been duly executed and delivered by Neither the Redevelopment Entity, and is valid and legally binding upon adoption of the Redevelopment Entity and enforceable in accordance with its terms on the basis of Applicable Laws currently in effect, and Ordinance nor the execution and delivery hereof shall notof, with due notice or performance by the City of its obligations under, or acceptance by the City of the benefits conferred by, the Site Lease or this Lease or the passage consummation of timethe transactions contemplated herein or therein or the compliance with the provisions hereof or thereof conflicts with, constitute or constitutes on the part of the City a violation of, or a breach of or default under or violate the terms of (i) any indenture, mortgage, note, lease agreement or other agreement or instrument to which the Redevelopment Entity City is a party or Applicable Laws by which it is bound, (ii) any provision of the Colorado Constitution or (iii) any existing law, rule, regulation, resolution, judgment, order or decree to which it or its properties are the City is 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. (4h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, which has been served on the City or, to the best knowledge of the City, threatened, which in any way questions the existence of the City or the powers of the City referred to in paragraph (b) above, or the validity of the Ordinance or any other proceeding or investigation now pending, nor any basis therefor, known or believed taken by the Redevelopment Entity City in connection with the execution and delivery of the Site Lease or this Lease, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated hereby or thereby, or which, in any way, could adversely affect the validity or enforceability of the Ordinance, the Site Lease or this Lease, or, to existthe best knowledge of the City, which in any way questions the excludability from gross income of the recipients thereof of the interest portion of the Rent for federal income tax purposes. (i) which questions The Leased Property and the authority Project will not be used in a manner that causes that portion of the Redevelopment Entity Lease payments or any interest thereon designated as tax-exempt to enter into this Agreement be a “private activity bond” within the meaning of Section 141 of the Internal Revenue Code. (j) The City is not relying on any warranty of the Lender, either express or relating implied, as to any action taken the title or condition of the Leased Property or that it will be suitable to the City’s needs and recognizes that the Lender is not obligated to operate or maintain the Leased Property or to expend any funds thereon, except as provided in the Site Lease. (k) To the best of the City’s knowledge, no bankruptcy proceedings, liquidation proceedings or dissolution proceedings are pending or threatened against the City; and no such proceedings have been commenced or are expected to be taken commenced 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 AgreementCity.

Representations and Warranties by the City. The City hereby makes represents and warrants to, and agrees with the following representations Dealer Manager that, as of the date hereof and warranties:through and including the Settlement Date (as defined in the Invitation): (1a) The City is a charter city and municipal corporation duly organized and validly existing under the laws of the State of California (the “State”). (b) The City has the full legal power, right requisite power and authority and has duly taken all necessary action to enter into this Agreement authorize the making and consummation of the instruments and documents referenced herein to which Tender/Exchange Program (including the City is a partySeries 2022-C-1 Bonds, to consummate the transactions contemplated hereby, including without limitation all actions as Redevelopment Entity, to take any steps Series 2022-C-2 Bonds or actions contemplated herebyother provisions for the purchase or exchange of the Target Bonds), 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 this Agreement has been duly executed and delivered by the Redevelopment Entityby, and is constitutes a valid and legally binding upon agreement of, the Redevelopment Entity and City, enforceable in accordance with its terms on (except as the basis enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting relief of Applicable Laws currently debtors, creditors’ rights or remedies and to general principles of equity). (c) When issued, the Tender/Exchange Documents (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in effectorder to make the statements made therein, in the light of the circumstances under which they were made, not misleading. In addition, if any event occurs as a result of which it shall be necessary to amend or supplement any Tender/Exchange Documents in order to correct any untrue statement of a material fact contained therein or omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall, promptly upon becoming aware of any such event, advise the Dealer Manager of such event and, as promptly as practicable under the circumstances, prepare and furnish copies of such amendments or supplements of any such Tender/Exchange Documents to the Dealer Manager, so that the statements in such Tender/Exchange Documents, as so amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The City agrees to file or cause to be filed with EMMA any amendments or supplements of any Tender/Exchange Documents. (d) The making and consummation of the Tender/Exchange Program (including the Series 2022-C-1 Bonds, the Series 2022-C-2 Bonds or other provisions for the purchase or exchange of the Target Bonds), the execution, delivery and performance by the City of this Agreement and the execution consummation of the transactions contemplated hereby do not and delivery hereof shall notwill not (i) conflict with, with due notice or result in the passage acceleration of timeany obligation under or in a breach of, or constitute a default under or violate under, any of the terms provisions of any ordinance, indenture, agreement or other instrument undertaking to which the Redevelopment Entity City is a party or Applicable Laws by which it is bound or to which it any of its property or its properties are assets is 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 contravene any federal, state or local law, rule or regulation applicable to the City, or any order applicable to the City of any court or of any other governmental agency or instrumentality having jurisdiction over it or any of its property. (e) The City has taken all necessary action to authorize the execution, delivery, and substantially impair performance by the City of the Tender/Exchange Documents, and the execution, delivery, and performance by the City of the Tender/Exchange Program has been duly authorized. No additional consent, approval, authorization or order of, or registration, qualification or filing with, any court or regulatory agency or other governmental agency or instrumentality is required in connection with the making and consummation of the Tender/Exchange Program (including Series 2022-C-1 Bonds, the Series 2022-C-2 Bonds or other provisions for the purchase or exchange of the Target Bonds). (f) Except as described in the Tender/Exchange Documents, no litigation or other proceeding before or by any court or agency or other administrative body (either State or Federal) is pending against the City or, to the best knowledge of the City, threatened against it, in any way restraining or enjoining, or threatening or seeking to restrain or enjoin, the making and consummation of the Tender/Exchange Program or (A) in any way questioning or affecting: (i) the proceedings under which the Tender/Exchange Program is to be made and consummated, (ii) the validity or enforceability of any provision of the Tender/Exchange Documents, (iii) the accuracy, completeness or fairness of the Tender/Exchange Documents, (iv) the legal existence of the City or its right to conduct its operations as presently conducted, or (v) the title of its members or officers to their respective offices in such manner as to adversely affect the ability of the Redevelopment Entity City to perform its obligations under, authorize the making and consummation of the Tender/Exchange Program or would otherwise materially affect to consummate any of the Redevelopment Entity’s representations transactions to which it is or warranties madeis to be a party as contemplated by the Tender/Exchange Documents, all or (B) which, if decided adversely to the City, would have a material adverse effect on the financial conditions or operations of the City. (g) The City expects to have the Series 2022-C-1 Bonds and the Series 2022-C-2 Bonds, the delivery of which is a condition of its exchange or purchase of the Target Bonds pursuant to the Tender/Exchange Program, available for payment of the purchase price of the Target Bonds which the City elects to purchase, or the exchange of Target Bonds which the City elects to exchange, as applicable, and is authorized to purchase such Target Bonds which to elects to purchase, or exchange such Series 2022-C-2 Bonds for the Target Bonds that it may elect to exchange pursuant to the Tender/Exchange Program, as applicable. (h) The City agrees to exchange, in accordance with the terms and subject to the conditions of this Agreementthe Tender/Exchange Documents, the Series 2022-C-2 Bonds for the Target Bonds it elects to exchange, and to pay, from the proceeds of the Series 2022-C-A Bonds, all related fees and expenses as agreed to by the parties and then cancel or cause to be cancelled the Target Bonds it purchases or exchanges pursuant to the Tender/Exchange Program. (i) The City has engaged the Information Agent to make appropriate arrangements with DTC to allow for the book-entry movement of tendered Target Bonds as described in the Tender/Exchange Documents. (j) In connection with the Tender/Exchange Program, the City has complied, and will continue to comply, in all material respects with the applicable requirements of the federal securities laws. (k) The financial statements of the City have been prepared in accordance with generally accepted accounting principles consistently applied. (l) Neither the City nor, to the knowledge of the City, any director, officer, or employee of the City is an individual or entity (“Person”) that is currently the target or subject of any sanctions administered or enforced by the U.S. government, including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the City located, organized or resident in a country or territory that is the subject or target of Sanctions.