Common use of Representations and Warranties of City Clause in Contracts

Representations and Warranties of City. City represents and warrants to District that the following statements are true and correct as of the date hereof and as of the Closing (as defined in Section 8 of this Exchange Agreement), and covenants to execute and deliver to District upon the Closing (as defined in Section 8 of this Exchange Agreement) a certificate reaffirming the following representations or identifying, to the satisfaction of the District, the nature of any changes therein: 3.1 All the documents executed by City that are to be delivered to District at the Closing (as defined in Section 8 of this Exchange Agreement) will be duly authorized, executed, and delivered by City and will be legal, valid, and binding obligations of City enforceable against City in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), and will not violate any provisions of any agreement to which City is a party or to which it is subject. 3.2 To the knowledge of City and except as disclosed in writing by City to District, City represents and warrants to District that neither the City Property nor City is in violation of any Environmental Laws applicable to the City Property and that the City Property is not subject to any existing, pending or threatened investigation by any federal, state or local governmental authority and is not subject to any remedial obligation or lien under or in connection with any Environmental Law. 3.3 [Delete if City is not acquiring District Property] City acknowledges that (i) prior to the Closing (as defined in Section 8 of this Exchange Agreement), City had the opportunity (without any obligation to do so), to investigate all physical, legal and economic aspects of the District Property and to make all inspections and investigations of the District Property which City deems necessary or desirable to protect its interests in acquiring the District Property, including, without limitation, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work in progress, governmental agreements and approvals, architectural plans and site plans, and

Representations and Warranties of City. City hereby warrants and represents to Bank, and, each request to issue Commercial Paper Notes shall constitute City's continuing warranty and warrants to District that the following statements are true and correct representation, as of the date hereof and as of the Closing follows: (as defined in Section 8 of this Exchange Agreement)a) This Agreement is, and covenants to execute and deliver to District upon the Closing (as defined in Section 8 of this Exchange Agreement) a certificate reaffirming the following representations or identifying, to the satisfaction of the District, the nature of any changes therein: 3.1 All the documents executed by City that are to be all Commercial Paper Notes delivered to District at the Closing (as defined in Section 8 of Bank pursuant to this Exchange Agreement) Agreement will be be, duly authorized, executedexecuted and delivered by City. Xxxx's appointment to act for City hereunder is duly authorized by City. (b) The issuance and delivery of the Commercial Paper Notes will not violate any state or federal law and the Commercial Paper Notes do not require registration under the Securities Act of 1933, as amended. (c) This Agreement constitutes, and the Commercial Paper Notes, when completed, countersigned, and delivered by City and pursuant hereto, will be constitute, City's legal, valid, valid and binding obligations of City enforceable against City in accordance with their respective terms (terms, except to the extent that as such enforcement enforceability may be limited by applicable principles of governmental immunity of political subdivisions, bankruptcy, insolvency, reorganization, moratorium or other similar laws heretofore or hereafter enacted to the extent constitutionally applicable affecting the rights of creditors generally and other by general principles relating of equity. (d) City is a home-rule municipality and political subdivision duly organized and validly existing under the laws of Texas, and no liquidation, dissolution, bankruptcy, windup or similar proceedings have been instituted with respect to City. (e) City has, and at all relevant times has had, all necessary power and authority to execute, deliver and perform this Agreement and to issue the Commercial Paper Notes. (f) City has taken all actions which are required for the authorization of the issuance of the Commercial Paper Notes, including specifically the adoption of the Ordinance, which Ordinance authorized the execution, delivery and performance of this Agreement, and such actions do not require the approval or limiting the right consent of contracting parties generally), any holder or trustee of any indebtedness or obligations of City. (g) The issuance of Commercial Paper Notes by City (i) does not and will not violate contravene any provision of any governmental law, regulation or rule in effect under the laws of the United States of America or the State of Texas applicable to City, and (ii) does not and will not conflict with, breach or contravene the provisions of any agreement to which City is a party contract or to which it is subjectother instrument binding upon City. 3.2 To the knowledge of City (h) The issuance and except as disclosed in writing by City to District, City represents and warrants to District that neither the City Property nor City is in violation of any Environmental Laws applicable to the City Property and that the City Property is not subject to any existing, pending or threatened investigation by any federal, state or local governmental authority and is not subject to any remedial obligation or lien under or in connection with any Environmental Law. 3.3 [Delete if City is not acquiring District Property] City acknowledges that (i) prior to the Closing (as defined in Section 8 of this Exchange Agreement), City had the opportunity (without any obligation to do so), to investigate all physical, legal and economic aspects delivery of the District Property and to make all inspections and investigations Commercial Paper Note(s) have been effected under the terms of the District Property which City deems necessary or desirable to protect its interests in acquiring the District Property, including, without limitation, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work in progress, governmental agreements and approvals, architectural plans and site plans, andOrdinance.

Representations and Warranties of City. In order to induce Developer to enter into this Agreement and purchase the Property, City hereby represents and warrants to District Developer that to the following statements best of City’s knowledge: (1) There is no action, suit or proceeding pending, or to the best of City's knowledge, threatened against City which might result in any adverse change in the Property being conveyed or the possession, use or enjoyment thereof by Developer, including, but not limited to, any action in condemnation, eminent domain or public taking. (2) No ordinance or hearing is now or before any local governmental body that either contemplates or authorizes any public improvements or special tax levies, the cost of which may be assessed against the Property. To the best of City's knowledge, there are no plans or efforts by any government agency to widen, modify, or re-align any street or highway providing access to the Property and there are no pending or intended public improvements or special assessments affecting the Property which will result in any charge or lien be levied or assessed against the Property. (3) All leases, contracts, licenses, and permits between City and third parties in connection with the maintenance, use, and operation of the Property have been provided to Developer, and City has provided true and correct as copies of all such documents to Developer. (4) City has good and marketable fee simple title interest in the Property. (5) The Property has a permanent right of ingress or egress to a public roadway for the use and enjoyment of the date hereof Property. (6) There are no notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution, health violations or other matters that have not been corrected. City has notified Developer in writing of any past notices, orders, suits, judgments or other proceedings relating to fire, building, zoning, air pollution or health violations as they relate to the Property of which it has actual notice. The Property is in material compliance with all applicable zoning, fire, building, and health statutes, ordinances, and regulations. (7) Payment has been made for all labor or materials which have been furnished to the Property or will be made prior to the Closing so that no lien for labor performed or materials furnished can be asserted against the Property. (8) The Property will, as of the Closing Date (as defined in Section 8 herein), be free and clear of all liens, security interests, and encumbrances. (9) The execution, delivery and performance of this Exchange Agreement), Agreement and covenants to execute and deliver to District upon the Closing (as defined in Section 8 of this Exchange Agreement) a certificate reaffirming the following representations or identifying, to the satisfaction consummation of the District, the nature transactions contemplated by this Agreement do not and shall not result in any material breach of any changes therein: 3.1 All the documents executed by City that are to be delivered to District at the Closing (as defined in Section 8 of this Exchange Agreement) will be duly authorized, executed, and delivered by City and will be legal, valid, and binding obligations of City enforceable against City in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the right of contracting parties generally), and will not violate any provisions conditions of any agreement mortgage, bond, indenture, agreement, contract, license, or other instrument or obligation to which City is a party or by which either the City or the Property being conveyed are bound, nor shall the execution, delivery and performance of this Agreement violate any statute, regulation, judgment, writ, injunction or decree of any court threatened or entered in a proceeding or action in which City may be bound or to which it is either City or the Property being conveyed may be subject. 3.2 To (10) City has duly obtained all necessary approvals and consents for its execution, delivery and performance of this Agreement, and it has full power and authority to execute, deliver and perform its obligations under this Agreement. City's attorney shall issue a legal opinion to Developer at time of Closing confirming the knowledge representation contained herein, in the form attached hereto as Exhibit C. (11) All city utilities necessary for the development and use of City the Property as an industrial facility adjoin the Property, and Developer and Tenant shall have the right to connect to said utilities, subject to payment of City’s connection fees. There will be no sanitary sewer connection fees associated with the Project. Water connection fees will be assessed for connections to Chavenelle Road or Innovation Drive, except as disclosed provided in writing Section 2.1. All other associated fees, such as a tapping fee, will be required as determined by City the size of the service line being installed. (12) The Property is free and clear of any occupants, and no party has a lease to District, or other occupancy or contract right in the Property that shall in any way be binding upon the Property or Developer. (13) City represents and warrants that any fees or other compensation which may be owed to District that neither the a broker engaged directly or indirectly by City Property nor City is in violation of any Environmental Laws applicable to the City Property and that the City Property is not subject to any existing, pending or threatened investigation by any federal, state or local governmental authority and is not subject to any remedial obligation or lien under or in connection with the purchase and sale contemplated in this Agreement are the sole responsibility and obligation of City and that City will indemnify Developer and hold Developer harmless from any Environmental Lawand all claims asserted by any broker engaged directly or indirectly by City for any fees or other compensation related to the subject matter of this Agreement. 3.3 [Delete if (14) City is not acquiring District Property] shall exercise its best efforts to assist Developer in the development process. (15) City acknowledges that shall exercise its best efforts to resolve any disputes arising during the development process in a reasonable and prompt fashion. (i16) prior With respect to the Closing period to and during which City has owned or occupied the Property, no person or entity has caused or permitted materials to be stored, deposited, treated, recycled, or disposed of on, under or at the Property, which materials, if known to be present, would require cleanup, removal or some other remedial action under environmental laws. (17) The Property is presently zoned to accommodate Developer’s intended improvements. (18) The representations and warranties contained in this Section shall be correct in all respects on and as defined in Section 8 of this Exchange Agreement), City had the opportunity (without any obligation to do so), to investigate all physical, legal and economic aspects of the District Property Closing with the same force and to make all inspections effect as if such representations and investigations warranties had been made on and as of the District Property which City deems necessary or desirable to protect its interests in acquiring the District Property, including, without limitation, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may be imposed by governmental agencies, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work in progress, governmental agreements and approvals, architectural plans and site plans, andClosing Date.

Representations and Warranties of City. City represents and warrants to District that the following statements are true and correct as of the date hereof and as of the Closing (as defined in Section 8 of this Exchange Agreement), and covenants to execute and deliver to District upon the Closing (as defined in Section 8 of this Exchange AgreementAgreem ent) a certificate reaffirming reaffirm ing the following representations or identifying, to the satisfaction of the District, the nature of any changes therein: 3.1 All the documents executed by City that are to be delivered to District at the Closing (as defined in Section 8 of this Exchange Agreement) will be duly authorized, executed, and delivered by City and will be legal, valid, and binding obligations of City enforceable against City in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting lim iting the right of contracting parties generally), and will not violate any provisions of any agreement to which City is a party or to which it is subject. 3.2 To the knowledge of City and except as disclosed in writing by City to District, City represents and warrants to District that neither the City Property nor City is in violation of any Environmental Laws applicable to the City Property and that the City Property is not subject to any existing, pending or threatened investigation by any federal, state or local governmental authority and is not subject to any remedial rem edial obligation or lien under or in connection with any Environmental Law. 3.3 [Delete if City is not acquiring District Property] City acknowledges that (i) prior to the Closing (as defined in Section 8 of this Exchange Agreement), City had the opportunity (without any obligation to do so), to investigate all physical, legal and economic aspects of the District Property and to make all inspections and investigations of the District D istrict Property which City deems w hich C ity deem s necessary or desirable to protect its interests in acquiring the District Property, including, without limitation, environmental audits and assessments, toxic reports, surveys, investigation of land use and development rights, development restrictions and conditions that are or may m ay be imposed im posed by governmental governm ental agencies, soils and geological reports, engineering and structural tests, insurance contracts, contracts for work in progress, governmental agreements and approvals, architectural plans and site plans, andand (ii) except as otherwise expressly set forth in this Exchange Agreement, neither District, nor anyone acting for or on behalf of District, has m ade any representation, warranty, promise or statement, express or implied, to City, or to anyone acting for or on behalf of City concerning the District Property, the use or development thereof. C ity further represents and w xxxxxxx that, in entering into this Exchange Agreement, City has not relied on any representation, warranty, promise or statement, express or implied, of District, or anyone acting for or on behalf of District, other than as expressly set forth in this Exchange Agreement, and that City had the opportunity to verify all matters concerning the District Property prior to the Closing (as defined in Section 8 of this Exchange Agreement), and that City shall acquire the District Property on City’s own prior investigation and examination of the District Property (or City’s election not to do so); AND THAT CITY IS PURCHASING THE DISTRICT PROPERTY IN AN “AS IS” AND “WITH ALL FAULTS” PHYSICAL CONDITION AND IN AN “AS IS” AND “WITH ALL FAULTS” STATE OF REPAIR. Other than as set forth herein, City does hereby waive, and District does hereby disclaim, all warranties of any type or kind whatsoever with respect to the District Property, whether express or implied, including, by way of description but not limitation, those of fitness for a particular purpose and use, tenantability or habitability. 3.4 N o tw ithsta nd ing a nything to the c o ntra ry c o nta ine d in this Exchange Agreement, City acknowledges that any written disclosures made by District prior to the Closing (as defined in Section 8 of this Exchange Agreement) shall constitute notice to City of the matter disclosed, and District shall have no liability with respect thereto if City thereafter consummates the transaction contemplated hereby. 3.5 City has not entered into any agreement or incurred any obligation that might result in the obligation to pay any brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated hereby. City agrees to indemnify, defend and hold District harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by District by reason of any breach or inaccuracy of the representation and warranty contained in this Section 3.5. 3.6 The documents relating to the Property that have been made available by City for review pursuant to Section 5.4 of the Master Agreement are (a) to the knowledge of City, all the material documents relating to the Property which City has in its possession, and (b) are either original documents or true copies of such documents in City’s possession.