Representations and Warranties of the District. District represents and warrants to City that the following statements are true and correct as of the date hereof and as of the Closing, and covenants to execute and deliver to City 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 City, the nature of any changes therein:
2.1 All the documents executed by District which are to be delivered to City at the Closing (as defined in Section 8 of this Exchange Agreement) shall have been duly authorized, executed, and delivered by District and will be legal, valid, and binding obligations of District enforceable against District 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 District is a party or to which it is subject.
2.2 To the knowledge of District and except as disclosed in writing by District to City, District represents and warrants to City that neither the District Property nor District is in violation of any Environmental Laws applicable to the District Property and that the District 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 (as defined herein).
2.3 [Delete if District is not acquiring City Property] District acknowledges that (i) prior to the Closing (as defined in Section 8 of this Exchange Agreement), District had the opportunity (without any obligation to do so), to investigate all physical, legal and economic aspects of the City Property and to make all inspections and investigations of the City Property which District deems necessary or desirable to protect its interests in acquiring the City 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 (ii) except as o...
Representations and Warranties of the District. The District hereby represents and warrants: The District is a Second Class Pennsylvania School District duly organized and existing under the laws of the Commonwealth of Pennsylvania; The District has complied with the relevant provisions of the laws of the Commonwealth relating to the sale of the Tax Claims and has full power and authority pursuant to the laws of the Commonwealth to enter into this Agreement and consummate all transactions contemplated by this Agreement and to sell and deliver the Tax Claims to XXX as provided herein; The District has complied with all provisions of law required to affect a legal and valid Tax Claim of the real property identified in the Tax Claims, including any and all required notice provisions; By Resolution of its School Board, the District has authorized the execution, delivery and due performance of this Agreement and any and all other necessary and related documents, and the taking of any and all present action as may be required on the part of the District to carry out, give effect to and consummate the transactions contemplated by this Agreement, and all present approvals, whether governmental or otherwise, necessary in connection with the foregoing have been received; The Resolution has been duly enacted by the District's Board pursuant to applicable law and is in full force and effect and has not been modified, amended, revoked or rescinded since the date of its enactment; Neither the full faith and credit nor the taxing power of the Commonwealth nor the District is pledged for the payment of the principal and interest evidenced and represented by the note except as provided for in the repurchase and refund sections set forth above; Except as disclosed on Exhibit 4.01(h) annexed hereto, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or threatened against or affecting the District, or to the best knowledge of the District, any basis therefore, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or which, in any way would adversely affect the validity of this Agreement, or instrument to which the District is a party and which is used or contemplated for use in consummation of the transactions contemplated hereby; The execution and delivery of this Agreement and the other necessary and related documents, and compliance with the provisions thereof, will not conflict with or co...
Representations and Warranties of the District. The District represents and warrants to the Authority, the Underwriters and the Credit Provider, if any, that:
(a) All representations and warranties set forth in the Resolution are true and correct on the date hereof and are made for the benefit of the Authority and the Underwriters as if set forth herein.
(b) A copy of the Resolution has been delivered to the Authority and the Underwriters, and the Resolution will not be amended or repealed without the consent of the Authority and the Underwriters, which consent will not be unreasonably withheld.
(c) The District does not have “fiscal accountability status” within the meaning of Section 42650 of the Education Code of the State of California.
(d) The District has not revised its investment policy to contravene the policy set forth in Section 11(H) of the Resolution.
(e) The District has previously issued the 2020-21 Tax and Revenue Anticipation Notes (the “Prior Notes”), if any, indicated on Schedule I of Exhibit A hereto. Such Prior Notes are outstanding on the date hereof and are senior to, on a parity with or subordinate to the Notes, as indicated on Schedule I. No event of default has occurred and is continuing under the Resolution pursuant to which the Prior Notes were issued. The District is in compliance with all agreements and covenants contained in the Resolution.
Representations and Warranties of the District. The District represents and warrants to the Operator that:
Representations and Warranties of the District. The District represents and warrants, as of the Closing Date, that:
Representations and Warranties of the District. The District and UIPA,
Representations and Warranties of the District. The District represents that (i) the District has formally elected to be eligible to grant property tax abatements under Chapter 312 of the Tax Code; (ii) Fort Bend County Reinvestment Zone No. 24 has been designated and this Agreement has been approved in accordance with Chapter 312 of the Texas Tax Code and the Guidelines and Criteria as both exist on the Effective Date of this Agreement; (iii) the District’s execution of this Agreement has been duly authorized by a vote of the District and (iv) that the property within the Reinvestment Zone and the Real Property is located within the legal boundaries of the District.
Representations and Warranties of the District. Except as otherwise disclosed in writing prior to the date hereof, the District represents and warrants to the Town that:
a. The financial statements of the District dated June 30, 2021, prepared by King, King & Associates P.C. CPAs, fairly present its financial condition at such date and since the above date, there has been no adverse change in its assets or liabilities or its financial condition.
b. There are no actions, suits, claims or legal, administrative or arbitration proceedings, investigations or audits (whether or not the defense thereof or liabilities in respect thereof are covered by the policies of insurance) pending or threatened against, involving or affecting it or its assets and there are no outstanding orders, writs, injunctions or decrees of any court, governmental agency, accreditation body, or arbitration tribunal involving or affecting it. To the best of its knowledge, there are no facts or circumstances which may result in institution of any proceedings or investigations against, involving or affecting it or any of its assets;
c. Other than materials utilized in the normal course of its operations, to the best of its knowledge, it has not generated, used, treated, handled or stored on, or transported to or from, or released hazardous materials on any of its real property, and no other person has generated, used, treated, handled, or stored on, or transported to or from, or released any hazardous materials on any of its real property, in violation of any environmental law; and (ii) it has disposed of all wastes, including those wastes containing hazardous materials, in compliance with all applicable environmental laws and environmental permits.
d. There are no facts or circumstances which it has not disclosed to the other party in writing that, to the best of its knowledge, materially adversely affect or, so far as it can now reasonably foresee, will materially adversely affect its assets or operations or its ability to perform its obligations under this Agreement. The foregoing representations and warranties shall not survive the Effective Time and shall terminate on and as of such time.
Representations and Warranties of the District. The District hereby represents and warrants as follows:
Representations and Warranties of the District. In order to induce the Bank to enter into this Agreement and to extend the Letter of Credit, the District hereby represents and warrants to the Bank as follows:
