Representations and Warranties of the Commission. The Commission represents and warrants to Developer that, to the best of its knowledge:
Representations and Warranties of the Commission. The Commission hereby represents and warrants as follows:
3.01. The execution, delivery and performance by the Commission of this Amendment and the Agreement, as amended hereby, are within its powers, have been duly authorized by all necessary action and do not contravene any law, rule or regulation, any judgment, order or decree or any contractual restriction binding on or affecting the Commission.
3.02. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Commission of this Amendment or the Agreement, as amended hereby.
3.03. This Amendment and the Agreement, as amended hereby, constitute valid and binding obligations of the Commission enforceable against the Commission in accordance with their respective terms, except that (i) the enforcement thereof may be limited by bankruptcy, reorganization, insolvency, liquidation, moratorium and other laws relating to or affecting the enforcement of creditors’ rights and remedies generally, the exercise of judicial discretion in appropriate cases and by the limitations on legal remedies against the Commission, and (ii) no representation or warranty is expressed as to the availability of equitable remedies.
3.04. Except as may have otherwise been disclosed to the Bank in writing prior to the date hereof, (i) the representations and warranties of the Commission contained in Article V of the Agreement are true and correct on and as of the date hereof as though made on and as of such date (except to the extent the same expressly relate to an earlier date and except that the representations contained in Section 5.06 of the Agreement shall be deemed to refer to the most recent financial statements of the Commission delivered to the Bank pursuant to Section 6.01 of the Agreement), and (ii) no Default or Event of Default has occurred and is continuing or would result from the execution of this Amendment.
Representations and Warranties of the Commission. The Commission hereby represents and warrants to Donor as follows:
(a) This Agreement does not conflict with any provisions of the organizing documents of the Commission or any agreement or commitment to which the Commission is a party; and
(b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Commission, and no further action of the officers or members of the Commission is required to give effect to this Agreement or to permit the Commission to carry out the transactions contemplated hereby.
Representations and Warranties of the Commission. The Commission hereby represents and warrants to the Department as of the date hereof and, except in the case of Section 1.05(e) (Representations and Warranties of the Commission) below, as of the date on which this Agreement becomes effective pursuant to Section 7.01(a) (Term; Termination), as follows:
(a) the Commission is a body politic and a political subdivision of the Commonwealth, and has full power, right, and authority to execute, deliver, and perform its obligations under, in accordance with, and subject to the terms and conditions of this Agreement;
(b) each person executing this Agreement on behalf of the Commission has been or at such time will be duly authorized to execute and deliver this Agreement on behalf of the Commission;
(c) the execution and delivery by the Commission of this Agreement, and the performance of its obligations hereunder, will not conflict with, and will not result, at the time of execution, in a default under or violation of, (i) any other agreements or instruments to which it is a party or by which it is bound or (ii) to its knowledge, any Legal Requirement, where such violation will have a material adverse effect on the ability of the Commission to perform its obligations under this Agreement;
(d) this Agreement has been duly authorized, executed, and delivered by the Commission and constitutes a valid and legally binding obligation of the Commission, enforceable against it in accordance with the terms hereof, subject only to applicable bankruptcy, insolvency, and similar laws affecting the enforceability of the rights of creditors generally and to general principles of equity;
(e) there is no action, suit, proceeding, investigation, or litigation pending and served on the Commission which challenges the Commission’s authority to execute, deliver or perform, or the validity or enforceability of, this Agreement, or which challenges the authority of the Commission official executing this Agreement, and the Commission has disclosed to the Department any pending and unserved or threatened action, suit, proceeding, investigation, or litigation with respect to such matters of which the Commission is aware; and
(f) the Commission has taken or caused to be taken all requisite action to authorize the execution and delivery of, and the performance of its obligations under this Agreement, and is otherwise in material compliance with all Legal Requirements applicable to the Commission or its activities in connection with this Agr...
