Representations by the Town Sample Clauses

The 'Representations by the Town' clause sets out the specific statements or assurances made by the Town regarding its authority, capacity, and factual matters relevant to the agreement. Typically, this clause confirms that the Town has the legal power to enter into the contract, that all necessary approvals have been obtained, and that there are no undisclosed legal impediments or conflicts. By including these representations, the clause provides assurance to the other party that the Town is acting within its legal rights and that the agreement is valid and enforceable, thereby reducing the risk of future disputes or invalidation of the contract.
Representations by the Town. The Town makes the following representations and covenants:
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Representations by the Town. The Town hereby represents and warrants to Casella of Ontario that there are no zoning or other approvals required from the Town in relation to the construction, operation and use by Casella of Ontario of the Expansion and the Borrow Area, as contemplated and presently described herein, and that such operation and use shall be an existing, current vested use that will not be affected by any current or future law, rule or regulation of the Town or changes in any said law, rule or regulation of the Town.
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Representations by the Town. The Town hereby represents and warrants to Casella of Ontario that there are no zoning or other approvals required from the Town in relation to the construction, operation and use by Casella of Ontario of the Borrow Area, as contemplated herein, and that such operation and use shall be an existing, current vested use that will not be affected by any current or future law, rule or regulation of the Town or changes in any said law, rule or regulation of the Town. Noise Easement. The Town shall execute, simultaneously herewith, an environmental easement in favor of Casella of Ontario for a certain parcel of property, bearing tax identification number 102.00-1-28.000 (“Noise Easement Property”), in substantially the form set forth in Exhibit “__,” attached hereto and incorporated herein by reference (“Noise Easement”). The Noise Easement shall provide, among other things, a right of Casella of Ontario to treat the Noise Easement Property as part of the Landfill for the purpose of compliance with the noise standard set forth in 6 NYCRR § 360-1.14(p). The Noise Easement shall: (1) be given to Casella of Ontario at no additional cost and otherwise be considered part of the consideration for this Amendment, (2) grant to Casella of Ontario the right to create noise on the Landfill and to impact the Noise Easement Property with said noise, (3) grant to Casella of Ontario all reasonable rights of ingress and egress to and over the Noise Easement Property in furtherance of the purposes of the Noise Easement, and (4) have a term continuing as long as the solid waste management facility on the Landfill continues to accept waste for disposal, subject to the terms and conditions stated in the Noise Easement. Conservation Easements. Casella of Ontario shall, or shall cause its affiliate, GroundCo LLC, to, execute conservation easements for the benefit of the Town on twelve (12) parcels (“Parcels”) that Casella of Ontario owns in the vicinity of the Landfill in the Town, in substantially the form set forth in Exhibit “__,” attached hereto and incorporated herein by reference (“Conservation Easements”). These Parcels shall be restricted to agricultural and residential uses and/or similar purposes consistent with agricultural and/or residential uses, and commercial and industrial uses shall be prohibited. The tax identification numbers of the Parcels are as follows: 102.00-1-52.00 117.00-1-5.00 102.00-1-53.100 117.00-1-28.000 102.00-1-59.110 102.00-1-27.000 102.00-1-42.121 10...
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Representations by the Town. The Town makes the following representations as the basis for its undertakings herein: (a) The Town is a political subdivision of the State. (b) The execution and delivery of this Agreement, the performance of all covenants and agreements of the Town contained in this Agreement are fully authorized and have been duly and validly authorized by resolutions of the Board, duly adopted at a meeting of the Board duly called and held, by the requisite vote of its members. (c) The Town proposes to issue the Bonds as provided in the Bond Resolution and the Town has agreed to use the proceeds thereof to finance the Project Facilities as provided in this Agreement. (d) There is no litigation pending or, to the best of its knowledge, threatened against the Town relating to the Project, the Bonds or the pledge of tax abatements and the levy of taxes for the payment of the Bonds and the interest thereon, this Agreement or the Bond Resolution or questioning the powers or authority of the Town under the Abatement Law, or questioning the corporate existence or boundaries of the Town or the title of any of the present officers of the Town to their respective offices. (e) The execution, delivery and performance of this Agreement does not violate any agreement or any court order or judgment in any litigation to which the Town is a party or by which it is bound. (f) No board member of the Town and no other elected or appointed official who is authorized to take part in the making of this Agreement or the issuance of the Bonds, is directly or indirectly interested in this Agreement, the Bonds, the Project Facilities, or any contract, agreement or job hereby contemplated to be entered into or undertaken for completion of the Project Facilities.
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Representations by the Town. Town hereby represents and warrants to Developer as follows: a. The execution, delivery and performance of this Agreement by Town and the transactions contemplated hereby between Town and Developer, including the Town’s disposition of the Property, shall have been authorized and approved by all necessary parties prior to Closing. b. No agent, broker, or other person acting pursuant to express or implied authority of Town is entitled to any commission or finder's fee in connection with the transactions contemplated by this Agreement or will be entitled to make any claim against Developer for a commission or finder's fee. Town has not dealt with any agent or broker in connection with the sale of the Property. c. There is no litigation, arbitration, administrative proceeding, or other similar proceeding pending against Town, which relates to the Property. There is no other litigation, arbitration, administrative proceeding, or other similar proceeding pending against Town, which, if decided adversely to Town, would impair Town's ability to perform its obligations under this Agreement. d. The execution, delivery, and performance of this Agreement by Town and the transactions contemplated hereby between Town and Developer do not violate any of the terms, conditions or provisions of any judgment, order, injunction, decree, regulation, or ruling of any court or other governmental authority to which Town is subject, or any agreement, contract or Law to which Town is a party or to which it is subject.
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Related to Representations by the Town

  • REPRESENTATIONS BY THE COMPANY The Company represents and warrants to the Subscriber that:

  • Representations by the Issuer The Issuer represents and warrants to the Subscriber that as of the date of the closing of this Offering (the “Closing Date”): 2.1 The Issuer is a Limited Liability Company duly organized, validly existing and in good standing under the laws of the State of Delaware, authorized to do business in the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. 2.2 The execution, delivery and performance of this Subscription Agreement by the Issuer have been duly authorized by the Issuer and all other corporate action required to authorize and consummate the offer and sale of the Interests has been duly taken and approved. This Subscription Agreement is valid, binding and enforceable against the Issuer in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws or by legal or equitable principles relating to or limiting creditors’ rights generally, the availability of equity remedies, or public policy as to the enforcement of certain provisions, such as indemnification provisions. 2.3 The Interests have been duly and validly authorized and issued. 2.4 The Issuer knows of no pending or threatened legal or governmental proceedings to which the Issuer is a party which would materially adversely affect the business, financial condition or operations of the Issuer.

  • Representations by Seller For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller and each Affiliate (collectively referred to in this Section 11 as Seller) makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date with respect to the Property: (a) Seller is duly organized (or formed), validly existing and in good standing under the laws of its state of organization, and to the extent required by law, the State in which the Property is located. Seller has the power and authority to execute and deliver this Agreement and all closing documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Neither the execution and delivery of this Agreement and all closing documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound; (b) Seller has not received any written notice of any current or pending litigation, condemnation proceeding or tax appeals affecting Seller or the Property and Seller does not have any knowledge of any pending litigation or tax appeals against Seller or the Property; Seller has not initiated, nor is Seller participating in, any action for a change or modification in the current subdivision, site plan, zoning or other land use permits for the Property; (c) Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than the Lease; (d) Except for violations cured or remedied on or before the date hereof, Seller has not received any written notice from (or delivered any notice to) any governmental authority regarding any violation of any law applicable to the Property and Seller does not have knowledge of any such violations; (e) Seller has fee simple title to the Property free and clear of all liens and encumbrances except for Permitted Exceptions and Seller is the sole owner of the entire lessor’s interest in the Lease. The Property constitutes one or more separate tax parcels for purposes of ad valorem taxation; (f) With respect to the Leases: (i) the Leases forwarded to Buyer under Section 6(b)(i) are true, correct and complete copies of the Leases; (ii) the Leases are in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of the current term of the Leases or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements; and (v) the rent for each Property is as set forth on Exhibit A2; (g) There are no occupancy rights, leases or tenancies affecting the Property other than the Lease. Neither this Agreement nor the consummation of the transactions contemplated hereby is subject to any first right of refusal or other purchase right in favor of any other person or entity; and apart from this Agreement, Seller has not entered into any written agreements for the purchase or sale of the Property, or any interest therein which has not been terminated; (h) The transactions contemplated hereby either (i) will not constitute a sale of all or substantially all the assets of Seller, or (ii) if such transaction does constitute a sale of all or substantially all the assets of any Seller, Seller shall provide to Buyer at Closing an excise tax lien waiver or such other reasonably obtainable instruments evidencing compliance with laws or payment of taxes to the extent required by the law of the relevant state, or an indemnification from a party reasonably acceptable to Buyer for any resulting liability with respect to the period prior to the Closing; (i) To Seller’s knowledge, except as set forth in the environmental reports previously delivered by Seller to Buyer, no hazardous substances have been generated, stored, released, or disposed of on or about the Property in violation of any law, rule or regulation applicable to the Property which regulates or controls matters relating to the environment or public health or safety (collectively, “Environmental Laws”). Seller has not received any written notice from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority concerning any petroleum product or other hazardous substance discharge or seepage. For purposes of this Subsection, “hazardous substances” shall mean any substance or material which is defined or deemed to be hazardous or toxic pursuant to any Environmental Laws. To Seller’s knowledge, there are no underground storage tanks located on the Property; (j) Exhibit I attached hereto is a true, correct and complete listing of all warranties in effect for the Property (the “Warranties”). The representations and warranties of Seller shall survive Closing for a period of one (1) year.

  • Representations and Warranties by the Manager The Manager represents and warrants to each Underwriter at the date hereof, the Applicable Time, the Closing Time and each Date of Delivery, if any, and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Trust The Trust represents and warrants that: 2.2.1 It is duly organized and in good standing under the laws of the State of Delaware. 2.2.2 All of its directors, officers, employees and others dealing with the money and/or securities of a Portfolio are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimum coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such bond shall include coverage for larceny and embezzlement and be issued by a reputable bonding company. 2.2.3 It is registered as an open-end management investment company under the ▇▇▇▇ ▇▇▇. 2.2.4 Each class of shares of the Portfolios of the Trust is registered under the ▇▇▇▇ ▇▇▇. 2.2.5 It will amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. 2.2.6 It will comply, in all material respects, with the 1933 and 1940 Acts and the rules and regulations thereunder. 2.2.7 It is currently qualified as a “regulated investment company” under Subchapter M of the Code, it will make every effort to maintain such qualification, and will notify you immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. 2.2.8 The Trust will use its best efforts to comply with the diversification requirements for variable annuity, endowment or life insurance contracts set forth in Section 817(h) of the Code, and the rules and regulations thereunder, including without limitation Treasury Regulation 1.817-5. Upon having a reasonable basis for believing any Portfolio has ceased to comply and will not be able to comply within the grace period afforded by Regulation 1.817-5, the Trust will notify you immediately and will take all reasonable steps to adequately diversify the Portfolio to achieve compliance. 2.2.9 It currently intends for one or more classes of shares (each, a “Class”) to make payments to finance its distribution expenses, including service fees, pursuant to a plan (“Plan”) adopted under rule 12b-1 under the 1940 Act (“Rule 12b-1”), although it may determine to discontinue such practice in the future. To the extent that any Class of the Trust finances its distribution expenses pursuant to a Plan adopted under rule 12b-1, the Trust undertakes to comply with any then current SEC interpretations concerning rule 12b-1 or any successor provisions.