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Representations and Warranties of the Town Sample Clauses

Representations and Warranties of the Town. The Town hereby represents and warrants as follows: (a) The representations and warranties contained in Section 8 of the Contract are hereby made and reaffirmed by the Town on and as of the date hereof, and all references to Contract therein shall include this First Amendment. (b) There has been no material adverse change in the condition, financial or otherwise, of the Town since the date of the most recent financial reports of the Town received by the Bank. (c) No event has occurred and no condition exists which, either prior to or upon the consummation of the transactions contemplated hereby, constitutes an Event of Default under the Contract, either immediately or with the lapse of time or the giving of notice, or both. (d) The execution and delivery by the Town of this First Amendment and performance of its obligations hereunder will not cause any material violation or default under any indenture, loan agreement or other agreement of, or applicable to, the Town. (e) The Town has the power and authority to execute, deliver and perform its obligations under this First Amendment. This First Amendment has been duly authorized, executed and delivered by the Town and constitutes a valid, binding and enforceable obligation of the Town in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general equitable principles. (f) The Town hereby represents that the Project has been completed and has been occupied by the Town for the purposes described herein.
Representations and Warranties of the Town. The Town hereby represents and warrants as follows: (a) The representations and warranties contained in Section 2.1 of the Agreement are hereby made and reaffirmed by the Town on and as of the date hereof, and all references to Agreement therein shall include this First Amendment. (b) There has been no material adverse change in the condition, financial or otherwise, of the Town since the date of the most recent financial reports of the Town received by the Lender, except for the impact on the Town’s financial condition relating to the COVID-19 pandemic [, which impact the Town has disclosed to the Lender]. (c) No event has occurred and no condition exists which, either prior to or upon the consummation of the transactions contemplated hereby, constitutes an event of default under the Agreement, either immediately or with the lapse of time or the giving of notice, or both. (d) The execution and delivery by the Town of this First Amendment and performance of its obligations hereunder will not cause any material violation or default under any indenture, loan agreement or other agreement of, or applicable to, the Town. (e) The Town has the requisite power and authority to execute, deliver and perform its obligations under this First Amendment. This First Amendment has been duly authorized, executed and delivered by the Town and constitutes a valid, binding and enforceable obligation of the Town in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and by general equitable principles. (f) The Deed of Trust remains in full force and effect and continues to secure the Agreement, as modified by the First Amendment, and that the Mortgaged Property (as described in the Deed of Trust), continues to be free and clear from any encumbrances and restrictions except for the Deed of Trust and Permitted Encumbrances (as defined in the Agreement).
Representations and Warranties of the Town. The Town represents and warrants to Developer as follows: Due Authorization. This Agreement has been duly authorized by the Town, has been executed and delivered by the Town, and the Persons signing this Agreement and all documents executed pursuant to it, on behalf of the Town, are duly-authorized to sign such documents and to bind the Town to their respective terms, whereupon this Agreement and such other documents shall constitute the legal, valid and binding agreements of the Town, enforceable against the Town in accordance with their respective terms.‌
Representations and Warranties of the Town. The Town represents, warrants and covenants to and with the Lender (all such representations, warranties and covenants to be continuing) that: (a) The Town 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 Agreement and to carry out its obligations hereunder; (b) The Town agrees that during the term of this Agreement, it will take no action that would adversely affect its existence as a political subdivision of the State, cause the Town 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 Town is the surviving political subdivision or the political subdivision of the State created thereby expressly assumes in writing the Town’s obligations hereunder; (c) This Agreement and all other documents relating hereto and the performance of the Town’s obligations hereunder have been duly and validly authorized, executed and delivered by the Town and approved under all laws, regulations and procedures applicable to the Town 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 Town, 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; (d) Neither the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the Town is now a party or by which the Town is bound or constitutes a default under any of the foregoing, nor conflicts with or results in a violation of any provision of applicable law or regulation governing the Town and no representation, covenant and warranty in this Agreement is false, misleading or erroneous in any material respect; (e) There is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or bod...
Representations and Warranties of the Town. (a) The Town represents and warrants that it is a local governmental unit and a political subdivision and is exempt from federal taxation. (b) The Town has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Town and constitutes the Town’s valid and binding obligation, enforceable against the Town in accordance with its terms. (c) The execution, delivery and performance of this Agreement by the Town and its compliance with the obligations contemplated herein do not and shall not: (i) violate or conflict with any power or statutory authority of the Town, nor (ii) violate any provision of law or any order, judgment or decree of any court or other governmental or regulatory authority applicable to the Town.
Representations and Warranties of the Town. Assuming appropriate authorization from BOS, BOF, TPZ, RTM, and CC following the execution of this Agreement, the Town hereby represents and warrants to the Developer and to Conn DOT, which representations and warranties and other representations and warranties of the Town contained in this Agreement shall survive the execution and delivery of this Agreement, as follows: (a) To the best of the Town’s information and belief, there are no actions, suits, proceedings, inquiries or investigations pending, or to the best knowledge of the Town, threatened against or affecting the Town in any forum which involve the possibility of materially and adversely affecting the transactions contemplated by this Agreement or which, in any way, would adversely affect the validity or enforceability of this Agreement or the ability of the Town to perform its obligations under this Agreement. (b) The execution and delivery by the Town of this Agreement and the compliance by the Town with all of the provisions hereof (i) are within the authority and powers of the Town, (ii) to the best knowledge of the Town, will not conflict with or result in any breach of any of the provisions of, or constitute a default under, any agreement or instrument to which the Town is a party or by which it may be bound, or any license, judgment, decree, law, statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Town or any of its activities or properties, and (iii) have been duly authorized by all necessary action on the part of the Town. (c) No event of default has occurred and no condition exists with respect to the Town that would constitute default under this Agreement or which, with the lapse of time or with the giving of notice or both, would become an event of default under this Agreement.
Representations and Warranties of the TownIn order to induce Xxxxx to enter into this Agreement, the Town represents and warrants to Xxxxx as follows:
Representations and Warranties of the Town. THE REDEVELOPMENT COMMISSION, AND THE ECONOMIC DEVELOPMENT COMMISSION Each of the Town Parties make the following representations and warranties, which representations and warranties are true and correct on the date hereof, and makes the following covenants and agreements:
Representations and Warranties of the TownThe TOWN hereby makes the following representations and warranties to and for the benefit of MES:
Representations and Warranties of the TownThe Town hereby represents and warrants to the Fire Department as follows, as of the Effective Date and as of the Closing: