Representations, Covenants and Warranties of Lessee. Lessee represents and warrants to the District that:
A. Lessee is duly organized, validly existing, and in good standing under the laws of the State of California, with full corporate power and authority to lease and own real and personal property.
B. Lessee has full power, authority, and legal right to enter into and perform its obligations under this Site Lease, and the execution, delivery, and performance of this Site Lease has been duly authorized by all necessary corporate actions on the part of Lessee and does not require any further approvals or consents.
C. Execution, delivery, and performance of this Site Lease does not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement, or instrument to which Lessee is a party or by which Lessee or its property is bound.
D. There is no pending or, to the best knowledge of Lessee, threatened action or proceeding before any court or administrative agency that could materially or adversely affect the ability of Lessee to perform its obligations under this Site Lease.
Representations, Covenants and Warranties of Lessee. Lessee represents, covenants and warrants as follows:
(a) Lessee is a political subdivision of the State, duly organized and existing under the Constitution and laws of the State.
(b) Xxxxxx is authorized under the Constitution and laws of the State to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder.
(c) The officer of Lessee executing this Lease has been duly authorized to execute and deliver this Lease under the terms and provisions of a resolution of Xxxxxx's governing body, or by other appropriate official action.
(d) In authorizing and executing this Lease, Xxxxxx has complied with all public bidding and other State and Federal Laws applicable to this Lease and the acquisition of the Equipment by Lessee.
(e) Lessee will not pledge, mortgage or assign this Lease, or its duties and obligations hereunder to any other person, firm or corporation except as provided under the terms of this Lease.
(f) Lessee will use the Equipment during the Lease Term only to perform the essential governmental functions needed by City of Deadwood, South Dakota.
(g) Lessee will take no action that would cause the Interest portion of the Rental Payments to become includible in gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986 (the Code) and Treasury Regulations promulgated thereunder (the Regulations), and Lessee will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest portion of the Rental Payments does not become includible in gross income of the recipient for federal income tax purposes under the Code and Regulations.
(h) Upon delivery and installation of the Equipment, Lessee will provide to Lessor a completed and executed copy of the Certificate of Acceptance attached hereto as Exhibit C.
(i) Lessee will cause a resolution substantially in the form attached hereto as Exhibit D to be adopted by its governing body.
(x) Xxxxxx will submit to the Secretary of the Treasury an information reporting statement at the time and in the form required by the Code and the Regulations.
Representations, Covenants and Warranties of Lessee. Lessee represents and warrants to the District that:
A. Lessee is duly organized, validly existing, and in good standing under the laws of the State of California, with full corporate power and authority to lease and own real and personal property.
B. Lessee has full power, authority, and legal right to enter into and perform its obligations under this Site Lease, and the execution, delivery, and performance of this Site Lease has been duly authorized by all necessary corporate actions on the part of Lessee and does not require any further approvals or consents.
C. Execution, delivery, and performance of this Site Lease does not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement, or instrument to which Lessee is a party or by which Lessee or its property is bound.
D. There is no pending or, to the best knowledge of Lessee, threatened action or proceeding before any court or administrative agency that could materially or adversely affect the ability of Lessee to perform its obligations under this Site Lease.
E. Prior to commencing any work under this Site Lease, Lessee shall be required to develop and submit to the District its COVID-19 Exposure Response and Prevention Plan (the “Plan”). The Plan at a minimum shall require Lessee to immediately notify the District of any possible COVID-19 infections or potential COVID-19 exposure events involving Lessee and any of its employees, subcontractors, consultants and/or suppliers performing work on District property pursuant to the terms of this Site Lease. The Plan shall be developed and based on information available from the CDC and OSHA, and shall be amended by Lessee as may be appropriate based on further information provided by the CDC, OSHA, and other public officials. Lessee shall promptly provide to the District any amendments or revisions to its adopted Plan. While the confidentiality of all medical conditions must be maintained in accordance with applicable law, the District reserves the right to inform any District staff, employees, students, and/or visitors that an unnamed worker has been diagnosed with COVID-19 if any of the District’s staff, employees, students, or visitors might have been exposed to the disease so such individual(s) may take measures to protect their own health.
Representations, Covenants and Warranties of Lessee. The Lessee represents, covenants and warrants as follows:
Representations, Covenants and Warranties of Lessee. Lessee represents, covenants, and warrants as follows:
(a) Lessee is a body corporate and politic, duly organized and existing under the Constitution and laws of the State of Arizona.
(b) Lessee is authorized by the Constitution and laws of the State of Arizona to enter into this Lease and to effect all of Lessee’s obligations hereunder. The governing body of Lessee has executed the resolution attached as Exhibit “B” to this Lease which specifically authorizes Lessee to execute and deliver this Lease.
(c) All procedures and requirements, including any legal bidding requirements, have been met by Lessee prior to the execution of this Lease in order to insure the enforceability of this Lease and all rent and other payment obligations will be paid out of funds legally available for such purpose.
(d) The governing body of Lessee has complied with all applicable open public meeting and notice laws and requirements with respect to the meeting at which Lessee’s execution of this Lease was authorized, as evidenced by the certificate of open meeting law attached to the Resolution of Governing Body which is attached hereto as Exhibit “B.”
(e) The letter attached to this Lease as Exhibit “D” is a true opinion of Lessee’s counsel.
(f) Lessee will use and service the Equipment in accordance with Vendor’s instructions and in such a manner as to preserve all warranties and guarantees with the respect to the Equipment.
(g) During the term of this Lease, the Equipment will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee’s authority.
(h) The representations, covenants, warranties, and obligations set forth in this Article are in addition to and are not intended to limit any other representations, covenants, warranties, and obligations set forth in this Lease.
(i) The Equipment shall be used solely by Lessee and shall not be subject to any direct or indirect private business use.
(j) Lessee covenants and certifies to and for the benefit of Lessor throughout the term of this Lease that:
(1) No use will be made of the proceeds of this Lease, or any funds or accounts of Lessee which may be deemed to be proceeds of this Lease, which use, if it had been reasonably expected on the date of execution of this Lease, would have caused this Lease to be classified as an “arbitrage bond” within the meaning of Section 148 of the Code;
(2) Lessee will at all times comply with th...
Representations, Covenants and Warranties of Lessee. Lessee represents, covenants and warrants as follows:
(a) Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Virginia. Lessee is qualified to do business and is in good standing under the laws of the State. Lessee is not in violation of any provisions of its Charter or Bylaws, as amended, has the corporate power to enter into the Lessee Documents, and has duly authorized the execution and delivery of the Lessee Documents.
(b) The Lessee Documents constitute the valid, legal and binding obligations of Lessee, enforceable against Lessee in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency or similar laws at the time in effect affecting the rights of creditors generally or by general principles of equity.
(c) Neither the execution and delivery of the Lessee Documents, nor the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof or thereof materially conflicts with or results in a material breach of or constitutes a default under the Charter or the Bylaws of Lessee or the terms, conditions or provisions of any material agreement or instrument or any order, decree, writ or judgment to which <PAGE> Lessee is now a party or by which Lessee is bound, or constitutes a material default under any of the foregoing.
(d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to Lessee's best knowledge, threatened, against or affecting Lessee or any of its officers, nor to Lessee's best knowledge, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by the Lessee Documents or which would materially adversely affect, in any way, the validity or enforceability of the Lessee Documents, or any material agreement or instrument to which Lessee is a party, used or contemplated for use in the consummation of the transactions contemplated hereby.
(e) Lessee will use due diligence to cause the Project to be operated substantially in accordance with the laws, rulings, regulations, rules, restrictions, covenants and ordinances (including any law, ruling, regulation, rule, restriction, covenant and ordinance relating to hazardous waste or the use of hazardous or toxic materials or substances) of all applicable govern...
Representations, Covenants and Warranties of Lessee. Lessee represents and warrants as of the date hereof:
(a) Lessee is governed by the Constitution and laws of the State.
(b) The Constitution and the laws of the State authorize Lessee to enter into this Lease Agreement and the transactions contemplated hereby and thereby, and to carry out its obligations under this Lease Agreement.
(c) This Lease Agreement has been duly authorized, approved, executed and delivered by and on behalf of the Lessee.
(d) The Lessee has complied with all applicable open meeting laws, public bidding laws and all other State laws applicable to Lessee in connection with its performance under this Lease Agreement. Lessor agrees that Lessee may rely upon representations of compliance by State Agencies.
(e) The Equipment will be used during the Lease Term only to carry out the governmental purposes of the Lessee. Lessor agrees that Lessee may rely upon representations or covenants to this effect by State Agencies.
Representations, Covenants and Warranties of Lessee. Lessee represents, covenants, and warrants on the date hereof and as of the Commencement Date of each Lease as follows:
Representations, Covenants and Warranties of Lessee. Lessee represents, covenants, and warrants to Lessor as follows:
(a) Lessee has full power and authority to execute, deliver, and perform under this Lease; all required procedures with respect to Lessee's execution, delivery, and performance of this Lease have been (or will be) complied with properly and in a timely manner; the execution, delivery, and performance of this Lease by Lessee have been duly authorized by Lessee and are not in contravention of any applicable laws or the terms of any other agreement to which Lessee is a party; this Lease evidences a valid and binding obligation of Lessee enforceable in accordance with its terms; and the Rent Payments are contractual obligations of Lessee within the meaning of XXXX 0000, Section 6-15A-8, as amended.
(b) There are no pending or threatened actions, suits, proceedings, or investigations contesting the authority for execution, delivery, or performance of, or expenditure of funds pursuant to this Lease.
(c) Information supplied and statements made or to be made by Lessee in any financial statement or current budget prior to or contemporaneously with this Lease are now, and will be true and correct on the Closing Date, and do not and will not omit to state any material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
(d) Lessee has immediate need for, and expects to make immediate use of, substantially all of the Property being leased under this Lease, which need, at the time of approval of this Lease, is not temporary or expected to diminish in the foreseeable future.
Representations, Covenants and Warranties of Lessee. You hereby represent, covenant and warrant to us as follows: (a) You are authorized under the Constitution and laws of the State to enter into this Lease (and the other agreements and documents relating to the Lease, hereinafter included in the definition of “Lease”) and to perform all of your obligations hereunder and thereunder; (b) The officer of the Lessee entity who is executing the Lease and each Schedule has been duly authorized to execute and deliver same under the terms and provisions of a resolution of your governing body, or by other appropriate official action; (c) In authorizing and executing the Lease, you have complied with all public bidding, usury and other State and Federal laws applicable to the acquisition of the Equipment; (d) You have sufficient appropriations or other funds available to pay all amounts due under Lease for the applicable fiscal year; (e) The Equipment is essential to your proper, efficient and economic operation; (f) You have never terminated an equipment lease, lease-purchase or similar contract due to non-appropriation of funds or defaulted under the terms thereof.
