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

Representations and Warranties by the District. The District represents and warrants as follows: (a) The District is a quasi-municipal corporation and political subdivision of the State of Colorado, organized and existing in accordance with Title 32, Article 1, C.R.S., and has the legal capacity and the authority to enter into and perform its obligations under this Agreement and the documents to be executed and delivered pursuant hereto. (b) The execution and delivery of this Agreement and such documents and the performance and observance of their terms, conditions and obligations have been duly and validly authorized by all necessary action on its part, and such documents and such performance and observance are valid and binding upon the District. (c) The execution and delivery of this Agreement and the documents required 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 District or to the District's 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 District 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 District. (d) The District knows of no litigation, proceeding, initiative, referendum, or investigation or threat of any of the same contesting the powers of the Town, the District or any of its officials with respect to this Agreement that has not been disclosed in writing to the Parties. (e) The District Pledged Revenue is not subject to any other or prior pledge or encumbrance, and the District will not pledge or encumber it except as specified herein or as may be provided in the District Bond Documents or the documents related to the issuance of the District Bonds. (f) This Agreement constitutes a valid and binding obligation of the District, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity.

Representations and Warranties by the District. The District represents and warrants as follows: (a) to, and agrees with, the Dealer Manager that: The District is a quasi-municipal corporation public body politic and corporate and a political subdivision of the State of Colorado, organized formed under and existing in accordance with Title governed by the Regional Transportation District Act, currently Sections 32, Article 1, C.R.S.-9-101 to 32-9-164 inclusive, and any public body politic and corporate succeeding to the rights of the District. The District has the legal capacity requisite power and authority and has duly taken all necessary action to authorize the making and consummation of the Tender Offer (including authorizing any related borrowings or other provisions for the payment by the District for Bonds tendered for purchase and accepted by the District and for the issuance and delivery by the District of the Series 2021A Bonds and the authority Series 2021B Bonds proceeds of which will be used to enter into pay the purchase price for the tendered Bonds accepted by the District), the execution, delivery and perform its obligations under this Agreement and the documents to be executed and delivered pursuant hereto. (b) The execution and delivery performance of this Agreement and such documents and the performance and observance of their terms, conditions and obligations have been duly and validly authorized by all necessary action on its part, and such documents and such performance and observance are valid and binding upon the District. (c) The execution and delivery of this Agreement and the documents required and the consummation of the transactions contemplated by hereby; and this Agreement has been duly executed and delivered by, and constitutes a valid and binding Agreement of, the District, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Offer Material complies and (as amended or supplemented, if amended or supplemented) will comply in all material respects with all applicable requirements of the federal securities laws. The making and consummation of the Tender Offer (including any related borrowings or other provisions for the payment by the District for Bonds tendered for purchase and accepted by the District), the execution, delivery and performance by the District of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with with, or contravene any law, order, rule or regulation applicable to the District or to the District's governing documents, (ii) result in the breach acceleration of any of the terms obligation under or provisions in a breach of, or constitute a default under under, any of the provisions of any indenture, agreement or other instrument undertaking to which the District is a party or by which it may be is bound or affectedto which any of its property or assets is subject, (ii) result in any violation of laws of the State of Colorado, or (iii) permit contravene any party federal, state or local law, rule or regulation applicable to terminate the District, or any such agreement or instruments or order applicable to accelerate the maturity District of any indebtedness court or other obligation of the District. (d) The District knows of no litigation, proceeding, initiative, referendum, or investigation or threat of any of the same contesting the powers of the Town, the District other governmental agency or instrumentality having jurisdiction over it or any of its officials with respect to this Agreement that has not been disclosed in writing to the Partiesproperty. (e) The District Pledged Revenue is not subject to any other or prior pledge or encumbrance, and the District will not pledge or encumber it except as specified herein or as may be provided in the District Bond Documents or the documents related to the issuance of the District Bonds. (f) This Agreement constitutes a valid and binding obligation of the District, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity.

Representations and Warranties by the District. The District represents and warrants as follows: (a) The District is a quasi-municipal corporation and political subdivision of the State of Colorado, organized and existing in accordance with Title 32, Article 125, section 1211, C.R.S., and has the legal capacity and the authority to enter into and perform its obligations under this Agreement and the documents to be executed and delivered pursuant hereto. (b) The execution and delivery of this Agreement and such documents and the performance and observance of their terms, conditions and obligations have been duly and validly authorized by all necessary action on its part, and such documents and such performance and observance are valid and binding upon the District. (c) The execution and delivery of this Agreement and the documents required 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 District or to the District's ’s 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 District 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 District. (d) The District knows of no litigation, proceeding, initiative, referendum, or investigation or threat of any of the same contesting the powers of the Town, the District or any of its officials with respect to this Agreement that has not been disclosed in writing to the Parties. (e) The District Pledged Revenue is not subject to any other or prior pledge or encumbrance, and the District will not pledge or encumber it except as specified herein or as may be provided in the District Bond Documents or the documents related to the issuance of the District Bonds. (f) This Agreement constitutes a valid and binding obligation of the District, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' ’ rights and by equitable principles, whether considered at law or in equity.