Representations and Warranties of District a) The District is engaged in an on-going effort to provide new resources to plan, acquire, establish, develop, construct and/or renovate one or more development projects beneficial to the District, which includes the incorporated limits of the City lying within Xxxxxx County.
b) The District covenants that it shall actively work to productively coordinate its activities with the City in an effort to reduce duplication of services.
c) The District represents and warrants that it has been properly created and is duly authorized pursuant to the Act to enter into this Agreement.
Representations and Warranties of District. 3.1.1 District hereby represents and warrants to Developer as of the Effective Date as follows:
(a) The District is the owner the Property.
(b) The execution, delivery and performance of this Agreement by District and the transactions contemplated hereby between District and Developer shall have been approved by all necessary parties prior to Closing and District has the authority to dispose of the Property.
(c) No agent, broker, or other Person acting pursuant to express or implied authority of District is entitled to any commission or finder's fee in connection with the transactions contemplated by this Agreement or will be entitled to make any claim against Developer for a commission or finder's fee. District has not dealt with any agent or broker in connection with the sale of the Property.
(d) There is no litigation, arbitration, administrative proceeding, or other similar proceeding pending against District which relates to the Property.
(e) To the knowledge of the District, the execution, delivery, and performance of this Agreement by District and the transactions contemplated hereby between District and Developer do not violate any of the terms, conditions or provisions of any judgment, order, injunction, decree, regulation, or ruling of any court or other governmental authority to which District is subject, or any agreement, contract or Applicable Law to which District is a party or to which it is subject.
Representations and Warranties of District. 3.1.1 District hereby represents and warrants to Developer as of the Effective Date as follows:
(a) The District is the owner of the Property.
(b) The execution, delivery and performance of this Agreement by District and the transactions contemplated hereby between District and Developer shall have been approved by all necessary parties prior to Closing and District has the authority to dispose of the Property.
Representations and Warranties of District. District hereby represents and warrants as follows as of the date of this Agreement and remade as of the Closing:
Representations and Warranties of District. District represents and warrants to Contractor that:
(a) District is a public school district duly formed and validly existing under the laws of the State of California and has full legal capacity and standing to pursue its purpose (including the capacity to dispose of and encumber all of its assets) and full power to engage in the business it presently conducts and contemplates conducting. ,
(b) The execution, delivery and performance by District of this Agreement will not (i) violate or conflict with any covenant, agreement or understanding to which it is a party or by which it or any of its properties or assets is bound or affected, or its organizational documents or (ii) subject the System or any component part thereof or the Site or any portion thereof to any lien other than as contemplated or permitted by this Agreement.
(c) There are no actions, suits, proceedings, patent or license infringements or investigations pending or, to District’s knowledge, threatened against it before any court or arbitrator that individually or in the aggregate could result in any materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of District or in any impairment of its ability to perform its obligations under this Agreement.
(d) District has, or will have, available all the funds that are necessary from time to time to pay Contractor the Contract Price.
(e) The individual executing this Agreement on behalf of District is duly authorized to execute and deliver this Agreement on behalf of District and this Agreement is binding upon District in accordance with its terms.
Representations and Warranties of District. District hereby makes the following representations and warranties: (a) This Agreement has been duly approved by the governing authority of District, and the person executing this Agreement on behalf of District has been duly authorized to so act by such District; (b) This Agreement is a legally binding agreement whose rights and obligations run only between District and the C-STEM Center and District’s execution of this Agreement does not create rights in any other party; and (c) The terms of this Agreement do not violate or conflict with District’s charter or any other of its rules of governance, the laws of District’s State or any subdivision thereof, or any other agreement to which District is a party.
Representations and Warranties of District. District makes the following representations and warranties to Customer as of the Effective Date:
9.1. District is an improvement district duly formed and organized, validly existing and in good standing under the laws of the State of California;
9.2. District has the right, power and authority to enter into this Agreement and to perform its obligations herein, and the persons executing this Agreement on behalf of District have the right, power and authority to do so;
9.3. This Agreement constitutes a legal, valid and binding obligation of District, enforceable against District in accordance with its terms; and
9.4. The execution, delivery and performance of this Agreement by District will not breach or constitute a default by District under or grounds for the acceleration of maturity of any agreement, indenture, undertaking or other instrument to which District is a party or by which District or any of its property may be bound or affected.
Representations and Warranties of District. District represents and warrants to Contractor that:
(a) District is a California School District duly organized, validly existing, and in good standing under the laws of the State of California, and has full legal capacity and standing to pursue its purpose (including the capacity to dispose of and encumber all of its assets) and full power to engage in the business it presently conducts and contemplates conducting.
(b) The execution, delivery and performance by District of this Agreement will not (i) violate or conflict with any covenant, agreement or understanding to which it is a party or by which it or any of its properties or assets is bound or affected, or its organizational documents or (ii) subject the System or any component part thereof or the Site or any portion thereof to any lien other than as contemplated or permitted by this Agreement.
(c) There are no undisclosed actions, suits, proceedings, patent or license infringements or investigations pending or, to District’s knowledge, threatened against it before any court or arbitrator that individually or in the aggregate could result in any materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of District or in any impairment of its ability to perform its obligations under this Agreement.
(d) District will exercise commercially reasonable efforts to procure funding for the Project within 180 days of the Effective Date.
(e) District has proof of funds, to the satisfaction of the Contractor, that are necessary from time to time to pay Contractor the Work Order Price in accordance with the terms of this Agreement.
(f) The individual executing this Agreement on behalf of District is duly authorized to execute and deliver this Agreement on behalf of District and this Agreement is binding upon District in accordance with its terms.
Representations and Warranties of District. 3.1.1 District hereby represents and warrants to Developer as follows:
(a) District owns the Property in fee simple, and the execution, delivery and performance of this Agreement by District and the consummation of the transactions contemplated hereby have been duly and validly authorized by District, subject to expiration of the authority granted in the Resolution. Upon the due execution and delivery of the Agreement by District, and subject to the expiration of the authority to convey the Property granted in the Resolution, this Agreement constitutes the valid and binding obligation of District, enforceable in accordance with its terms. Other than the Permitted Exceptions, District has not conveyed any right to purchase the Property, or any other right to or interest in the Property to any Person other than Developer, nor does any Person other than District have any right, title or interest in or to the Property.
(b) No agent, broker, or other Person acting pursuant to express or implied authority of District is entitled to any commission or finder’s fee in connection with the transactions contemplated by this Agreement or will be entitled to make any claim against Developer for a commission or finder’s fee. District has not dealt with any agent or broker in connection with the conveyance of the Property.
(c) There is no litigation, arbitration, administrative proceeding, condemnation or other similar proceeding pending, or to the current actual knowledge of District threatened against District, which relates to the Property. There is no other litigation, arbitration, administrative proceeding, condemnation or other similar proceeding pending or to District’s current actual knowledge threatened against District which, if decided adversely to District, would impair District’s ability to perform its obligations under this Agreement.
(d) The execution, delivery, and performance of this Agreement by District and the consummation of the transactions contemplated hereby do not violate any of the terms, conditions or provisions of any judgment, order, injunction, decree, regulation, or ruling of any court or other governmental authority, or Applicable Law, to which District is subject, or any agreement or contract to which District is a party or to which it is subject.
(e) There are no leases, contracts, license agreements or other contractual agreements of any nature currently in effect with respect to the Property other than the District/AACWMM Lease and the ...
Representations and Warranties of District. The District hereby represents and warrants:
