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.
Appears in 2 contracts
Samples: Tri Party Memorandum of Understanding, Operation and Maintenance 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 and a political subdivision under the laws of the State having power to enter into and execute and deliver this O&M Funding Agreement and, by proper action of its governing body, has authorized the execution and delivery of this O&M Funding 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 Funding 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 Funding Agreement by it except as shall have been obtained as of the date hereof;
(b) This O&M Funding 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 Funding 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 Funding Agreement or the ability of the City to comply with any of its obligations under this O&M Funding Agreement.
Appears in 2 contracts
Samples: Tri Party Memorandum of Understanding, Hotel Motel Tax Funding Agreement