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 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 represents and warrants that:
(a) The District is a quasi-municipal corporation and political subdivision of the State of Colorado created pursuant to the Special District Act, and is duly organized and validly existing under the laws of the State of Colorado.
(b) The District is not, to its knowledge, in violation of any provisions of its Service Plan or other governing documents, operating agreements, or the laws of the State of Colorado.
(c) The District has the power and legal right to enter into this Agreement and have duly authorized the execution, delivery, and performance of this Agreement by proper action, which Agreement shall be a legal, valid, and binding obligation of the District, enforceable against the District in accordance with their terms, subject to bankruptcy, insolvency, and equitable remedies.
(d) The consummation of the transactions contemplated by this Agreement will not violate any provisions of the Service Plan or any other governing documents of the District or, to its knowledge, constitute a default or result in the breach of any term or provision of any contract or agreement to which the District is a party or by which the District is bound.
(e) To its knowledge, there is no litigation, proceeding, or investigation contesting the power or authority of the District with respect to the Project or this Agreement, and the District is unaware of any such litigation, proceeding, or investigation that has been threatened.
(f) As of the date of issuance of the Bonds, the District will represent and warrant that it has the authorization, authority and power to undertake and carry out all activities associated with the Public Improvements and payment of the same with the proceeds of the Bonds, and the use of the Pledged Revenues for payment of the Bond Requirements is permissible pursuant to state and federal law and regulations promulgated thereunder, including, but not limited to, the Urban Renewal Law, the Special District Act, and the Internal Revenue Code of 1986, as amended and as applicable.
Representations and Warranties of the District. The District and UIPA,
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:
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. 7 Section 5.4 Additional Covenants and of the District. 8
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, va lid , a nd b ind ing o b lig a tio ns o f D istrict e nfo rce a b le a g a inst D istrict in a ccord a nce w ith their resp ective term s (excep t to the extent tha t such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or lim iting 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 rem edial obligation or lien under or in connection with any Environmental Law (as defined herein).
2.3 [ D e le te if D is tric t is n o t a c q u irin g C ity P ro p e rty ] D is tric t acknow ledges 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 deem s 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 developm ent rights, developm ent restrictions and conditions that are or m ay be im posed by governmental agencies, soils and geological reports, engineering and structural tests, insurance contracts, contracts for w ork in progress, governm ental agreements and appro...
