Representations by the City. The City makes the following representations as the basis for the undertakings on its part herein contained:
(a) The City is a home-rule city duly organized and validly existing under the laws of the State of Missouri and the City Charter. Under the provisions of the Act, the City has lawful power and authority to enter into the transactions contemplated by this Lease and to carry out its obligations hereunder. By proper action of its City Council, the City has been duly authorized to execute and deliver this Lease, acting by and through its duly authorized officers.
(b) As of the date of delivery hereof, the City agrees to acquire a leasehold interest in the Project Site pursuant to the Base Lease and construct or cause the construction of the Project Improvements. The City agrees to lease the Project to the Developer and sell the Project to the Developer if the Developer exercises its option to purchase the Project or upon termination of this Lease, all for the purpose of furthering the public purposes of the Act.
(c) To the City’s knowledge, no member of the City Council or any other officer of the City has any significant or conflicting interest, financial, employment or otherwise, in the Developer or in the transactions contemplated hereby.
(d) To finance the costs of the Project, the City proposes to issue the Bonds, which will be scheduled to mature as set forth in Article II of the Indenture and will be subject to redemption prior to maturity in accordance with the provisions of Article III of the Indenture.
(e) The Bonds are to be issued under and secured by the Indenture, pursuant to which the Project and the net earnings therefrom, consisting of all rents, revenues and receipts to be derived by the City from the leasing or sale of the Project, will be pledged and assigned to the Trustee as security for payment of the principal of and interest on the Bonds and amounts owing pursuant to this Lease.
(f) The City will not knowingly take any affirmative action that would permit a lien to be placed on the Project or pledge the revenues derived therefrom for any bonds or other obligations, other than the Bonds, except with the written consent of the Authorized Developer Representative; provided, however, the City’s execution of this Lease, the Base Lease, the Indenture and the Development and Performance Agreement shall not be deemed to violate this Section 2.1(f).
(g) The City will not operate the Project as a business or in any other manner except as...
Representations by the City. The City represents to the Authority and the State that:
(a) The City is a municipal corporation and political subdivision of the State organized and existing under its charter and the constitution and laws of the State.
(b) The City has lawful power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder and by all necessary action of its Board of Aldermen has been duly authorized to execute, deliver and perform this Agreement, acting by and through its duly authorized officers; and this Agreement is the legal and valid obligation of the City.
(c) The execution and delivery of this Agreement by the City will not conflict with or result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the City is a party or by which it or any of its property is bound or any of the constitutional, statutory or charter rules or regulations applicable to the City or its property.
Representations by the City. The City makes the following representations as the basis for the undertakings on its part herein contained:
(a) The City is a home-rule city and political subdivision of the State of Missouri.
(b) Under the provisions of the Act and the City Charter, the City has lawful power and authority to enter into the transactions contemplated by this Base Lease and to carry out its obligations hereunder.
(c) By proper action of its governing body, the City has been duly authorized to execute and deliver this Base Lease, acting by and through its duly authorized officers.
Representations by the City. The City makes the following representations as the basis for the undertaking on its part herein contained:
(a) The City is a home rule charter city duly organized and existing under the laws of the State. Under the provisions of the Tax Abatement Act and the Business Subsidy Act, the City has the power to enter into this Agreement and carry out its obligations hereunder.
(b) The City proposes to grant abatement of taxes on the Development Property for the purposes of promoting and creating housing opportunities in the City.
Representations by the City. The City makes the following representations as the basis for its undertakings in this Agreement:
(a) The City, as the owner of the Airport, is authorized to enter into this Agreement;
(b) The City has the power and authority to grant the Easements and the Ground Lease Properties to the Lessee for the purposes of constructing, installing, equipping, maintaining and operating the Projects;
(c) The City has the power and authority to acquire the Projects constructed, installed and equipped by Lessee on the Ground Lease Properties and the Easements, to acquire the other Special Facilities, and to lease same to Lessee pursuant to the terms and conditions contained herein;
(d) The City has the power and authority to issue the Bonds for the purpose of paying the Costs of the Special Facilities and to pledge to the payment of the Bonds the Net Rent payable under this Agreement and by proper municipal action it has been authorized to execute and deliver this Agreement; and
(e) All representations relating to the City contained in the recitals to this Agreement are true and correct in all material respects.
Representations by the City. The City makes the following representations as the basis for the undertaking on its part herein contained:
(a) The City has the power to enter into this Agreement and carry out its obligations hereunder.
(b) The activities of the City are undertaken for the purposes of increasing the tax base of the City, providing access to necessary services for the City’s residents, promoting economic development, and creating employment opportunities.
Representations by the City. The City makes the following representations:
(1) The City is a municipal corporation and political subdivision duly organized and validly existing under the Constitution and laws of the State of Montana and is authorized to issue the Note in accordance with the Act.
(2) In authorizing the financing of all or a portion of the Costs of the Project by the issuance and sale of the Note to the Lender, the City’s purpose is, and in its judgment the effect thereof will be, to promote the general welfare of the City, to provide family services facilities, to aid in economic development, to stimulate economic activity within the City and to further the purposes and policies of the Act.
(3) The financing of the Project; the issuance and sale of the Note; the execution and delivery of this Agreement, the Assignment, the Disbursing Agreement and the Note; the performance of all covenants and agreements of the City contained in this Agreement, the Assignment, the Disbursing Agreement and the Note; and the performance of all other acts and things required under the Constitution and laws of the State of Montana of the City to make this Agreement, the Assignment, the Disbursing Agreement and the Note valid and binding special, limited obligations of the City in accordance with their terms are authorized by the Act and have been duly authorized by the Note Resolution of the governing body of the City adopted at a meeting thereof duly called and held on December 17, 2012 by the affirmative vote of not less than a majority of its members. The City Council of the City conducted a public hearing on the financing the Project through the issuance of the Note on November 19, 2012, which was duly called, noticed and held and at which all interested persons were afforded the opportunity to be heard, and the City Council of the City by resolution determined the Project and the issuance of the Note to be in the public interest.
(4) There is not pending or, to the best knowledge of the undersigned officers of the City, threatened any suit, action or proceeding against or affecting the City before or by any court, arbitrator, administrative agency or other governmental authority which materially and adversely affects the validity, as to the City, of any of the transactions contemplated hereby or under the Note, the Assignment or the Disbursing Agreement or the ability of the City to perform its obligations hereunder, under the Note, the Assignment or the Disbursing Agreement or as con...
Representations by the City. The City represents as follows:
a. The City is a third class city of the State of Missouri.
b. The City has lawful power and authority to enter into and execute this Lease Agreement and to carry out its obligations hereunder and by all necessary action has been duly authorized to execute and perform the same acting by and through its duly authorized officers.
Representations by the City. The City represents that:
A. The City is duly organized and existing under the Constitution and laws of the State of Missouri, as a constitutional charter city.
B. The City has authority to enter into this Agreement and to carry out its obligations under this Agreement, and the City Manager has been duly authorized to execute and deliver this Agreement.
C. The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement, and the performance of or compliance with the terms and conditions of this Agreement by the City will not conflict with or result in a breach of any of the terms, conditions, or provisions of, or constitute a default under, any mortgage, deed of trust, lease, or any other restriction, agreement, or instrument to which the City is a party or by which it or any of its property is bound, or any order, rule, or regulation of any court or governmental body applicable to the City or any of its property, or result in the creation or imposition of any prohibited lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of the City under the terms of any instrument or agreement to which the City is a party.
D. There is no litigation or proceeding pending or threatened against the City affecting the right of the City to execute or deliver this Agreement or the ability of the City to comply with its obligations under this Agreement.
Representations by the City. The City makes the following representations as the basis for its undertakings in this Agreement:
(a) The City, as the owner of the Airport, has the power and authority to lease the Leased Premises to Lessee pursuant to the terms and conditions contained herein and to enter into the transactions contemplated herein and to carry out its obligations hereunder, and by proper action of the City Council, the City has been authorized to execute and deliver this Agreement;
(b) The City has good title for the real property of the Leased Premises;
(c) The City, and to the extent applicable hereunder, the Director, shall each, as to any discretionary authority granted hereunder, act in conformity with good business practices and, if resulting therefrom, a reasonable interpretation of those laws, rules and regulations applicable to the Airport and the operations of Lessee; and
(d) All representations relating to the City contained in the recitals to this Agreement are true and correct.
