Representations and Warranties of the County. The County makes the following representations and warranties to the Company and covenants with the Company as follows:
(a) The County is a body politic and corporate and a political subdivision of the State and is authorized and empowered by the Act to execute the Documents to which it is a party and to fulfill its obligations described in the Documents. By proper action, the County Council has duly authorized the execution and delivery of the Documents to which the County is a party and has taken all such action as is necessary to permit the County to enter into and fully perform the transactions required of it under the Documents.
(b) Neither the execution and delivery of the Documents, nor the consummation and performance of the transactions described in the Documents, violate, conflict with or will result in a breach of any of the material terms, conditions or provisions of any agreement, restriction, law, rule, order or regulation to which the County is now a party or by which it is bound.
(c) There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency, public board or body, pending or threatened, against or affecting the County, wherein an unfavorable decision, ruling or finding may or would materially affect the County’s obligations hereunder or the consummation of the transactions described in the Documents.
(d) Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded.
(e) All consents, authorizations and approvals required on the part of the County, State and all other Applicable Governmental Bodies in connection with the execution, delivery and performance by the County of such of the Documents as require execution, delivery and performance by the County have been obtained and remain in full force and effect as of the date hereof or will be obtained.
(f) The Project constitutes a “project” within the meaning of the Act.
(g) By due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of property comprising the Project shall be considered economic development property under the Act.
(h) The Documents to which the County is a party are (or, ...
Representations and Warranties of the County. The County makes the following representations and warranties:
(a) The County is a body corporate and politic and a political subdivision of the State.
(b) The County has the necessary power and authority to acquire the Development Rights in the Land, to enter into this Agreement, to perform and observe the covenants and agreements on its part contained in this Agreement and to carry out and consummate all transactions contemplated hereby. By proper action, the County has duly authorized the execution and delivery of this Agreement.
(c) This Agreement has been duly and properly authorized, executed, sealed and delivered by the County, constitutes the valid and legally binding obligation of the County, and is enforceable against the County in accordance with its terms.
(d) There are no proceedings pending or, to the knowledge of the County, threatened before any court or administrative agency which may affect the authority of the County to enter into this Agreement.
Representations and Warranties of the County. The County makes the
(a) The County is a body corporate and politic and a political subdivision of the 6 State.
Representations and Warranties of the County. The County represents and warrants that:
Representations and Warranties of the County. The County makes the following representations and warranties to the Buyer. Each of the following representations and warranties, and each part thereof, shall be read and qualified as being true and correct as of the date hereof (whether or not any of the same specifically refer to such qualification). The continued truth and correctness of the same, as of the Closing Date, shall be a condition precedent of the obligation of the Buyer to proceed with Closing on the Closing Date.
Representations and Warranties of the County. The County represents, warrants and covenants to and with the Bank (all such representations, warranties and covenants to be continuing) that:
(a) The County is a political subdivision of the State, validly organized and existing under the laws of the State and has all powers necessary to enter into the transactions contemplated by this Contract and the Deed of Trust and to carry out its obligations hereunder;
(b) The County agrees that during the term of this Contract, it will take no action that would adversely affect its existence as a political subdivision in good standing in the State, cause the County to be consolidated with or merge into another political subdivision of the State or permit one or more other political subdivision of the State to consolidate with or merge into it, unless the County is the surviving political subdivision or the political subdivision of the State created thereby expressly assumes in writing the County’s obligations hereunder;
(c) This Contract, the Deed of Trust and all other documents relating hereto and thereto, and the performance of the County’s obligations hereunder and thereunder, have been duly and validly authorized, executed and delivered by the County and approved under all laws, regulations and procedures applicable to the County including, but not limited to, compliance with public meeting and bidding requirements, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute valid, legal and binding obligations of the County, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and such principles of equity as a court having proper jurisdiction may impose;
Representations and Warranties of the County. The County represents and warrants to ECSC and StadCo, as of the Effective Date, that:
21.2.1 the County is a municipal corporation duly organized and existing under New York law;
21.2.2 the County has all requisite municipal power and authority to execute, deliver and perform its obligations under this Stadium Lease;
21.2.3 this Stadium Lease has been duly authorized, executed and delivered by the County and constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, except to the extent enforceability is limited by bankruptcy, reorganization and other similar laws affecting the rights of creditors generally and by general principles of equity;
21.2.4 the County has obtained all authorizations, consents or approvals required for the execution, delivery and performance by it of this Stadium Lease without any further legislative action;
21.2.5 to the best of its knowledge, the execution, delivery, and performance of this Stadium Lease by the County does not conflict with, nor will it result in a breach or violation of (with or without due notice and/or lapse of time, or both), any of the terms, conditions or provisions of (i) any Applicable Law, (ii) any order of any Governmental Authority or (iii) any charter document, indenture, mortgage, material contract or other material agreement or instrument to which the County is a party or by which the County or its properties is bound;
21.2.6 There are no Proceedings pending, or to the best knowledge of the County threatened, against or affecting it or the Project, which, if adversely determined, would impair the ability of the County to perform its obligations under this Stadium Lease, and it is not in default with respect to any judgment, decision, order, writ, injunction, decree or demand of any Governmental Authority related to the Stadium Complex; and
21.2.7 County is the fee owner of the Existing Stadium Facility and the New Stadium Land.
Representations and Warranties of the County. The County hereby makes the following representations and warranties, which representations and warranties shall be deemed made by the County to the Port as of the Effective Date and as of the Date of Closing:
8.1 From the date of this Agreement to the Date of Closing, the County will timely perform all of obligations required by the terms of this Agreement to be performed by the County.
8.2 The County is a political subdivision of the State of Washington, duly organized, validly existing and in good standing under the laws of the State of Washington, has all requisite power and authority to execute and deliver this Agreement and to carry out its obligations under this Agreement and the transactions contemplated hereby.
Representations and Warranties of the County. The County makes the
(a) The County is a body corporate and politic and a political subdivision of the 4 State.
Representations and Warranties of the County. The County represents and warrants to Buyer as follows: 5.1
