Representations of City. The City makes the following representations and warranties, which to the best of the City’s actual knowledge, are true and correct on the date hereof:
Representations of City. The City, as Seller, makes the following representations on which the Trust is deemed to have relied in acquiring the Tax Liens. The representations speak as of each Sale Date and as of the Closing Date, and shall survive the sale of the Tax Liens to the Trust.
Representations of City. City hereby makes the following representations, warranties and covenants to Rackspace as of the Effective Date unless another date is expressly stated to apply:
Representations of City. The City represents and warrants to the Developer (i) it has secured all approvals necessary to duly authorize the execution, delivery and performance of this Agreement and its obligations hereunder, and (ii) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement by the terms, conditions or provisions of any law, any order of any court or other agency or authority of government, or any agreement or instrument to which the City is a party or by which the City is bound, and (iii) this Agreement is a legal, valid and binding obligation of the City and is enforceable in accordance with its terms.
Representations of City. City represents to LTF on and as of the Effective Date, as follows:
A. City is a municipal corporation duly formed, validly existing, and in good standing under the laws of the State of Minnesota and has the requisite power and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby.
B. The execution, delivery, and performance of this Agreement by City and all agreements, instruments, and documents herein provided to be executed by City on the Closing Date: (i) do not violate any contract, agreement, commitment, lease, order, judgment, or decree to which City is a party; and (ii) have been duly authorized by the governing body of City and the appropriate and necessary action has been taken by the same on the part of City. The individuals executing this Agreement and the instruments referenced herein on behalf of City have the legal power, right, and actual authority to bind City to the terms and conditions hereof and thereof. This Agreement is valid and binding upon City, subject to bankruptcy, reorganization, and other similar laws affecting the enforcement of creditors' rights generally.
C. Neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereby is prohibited by, or requires City to obtain any consent, authorization, approval, or registration under any law, statute, rule, regulation, judgment, order, writ, injunction, or decree which is binding upon City which has not been previously obtained.
D. To City’s knowledge, there is no litigation, suit, arbitration, mediation, proceeding, claim or investigation (including, without limitation, environmental) pending or, to City’s knowledge, threatened in writing against any aspect of the City Property which might create or result in a lien on, or otherwise have a material adverse impact on, the City Property or any part thereof or interest therein.
E. City has not issued itself or received written notice of any material violation of any law or municipal ordinance, order, or requirement with respect to the City Property from any other governmental authority having jurisdiction over the City Property, that has not been cured, corrected, or waived as of the Effective Date.
F. City has not entered into any service, maintenance, supply, leasing, brokerage, and listing and/or other contracts relating to the City Property which shall be binding upon the LTF after the Closi...
Representations of City. 11 SECTION 4.02. Liability of City; Indemnities. 12 SECTION 4.03. Limitation on Liability. 13 SECTION 5.01. Amendment 14
Representations of City. All representations made in this Loan Agreement by the City are based on the City's independent investigation of the facts and law, and accordingly no such representations are made in reliance upon any representations made or legal advice given by the Bank, Bond Counsel, or any of its appointed or elected officials, agents, officers or employees.
Representations of City. As of the date of this Agreement, the City represents as follows:
(a) the City has authority, subject to the approval of the City’s Common Council, to undertake the obligations provided for in this Agreement, specifically to:
(1) convey and accept the conveyance of any interest in property (whether by easement or otherwise) required by this Agreement;
(2) construct all Public Improvements as provided herein;
(3) enter into this Agreement and perform its terms; and
(b) there are no lawsuits filed or pending or, to the knowledge of City, threatened against City that may in any way jeopardize the ability of City to perform its obligations hereunder, except that certain case previously pending before the Eau Claire County Circuit Court, which case was captioned Voters with Facts et al vs. City of Eau Xxxxxx et al, filed as case number 2015CV000175, dismissed on August 17, 2015, and appealed on September 10, 2015.
Representations of City. CITY represents and covenants to CENTERPOINT that :
(i) CITY is a duly authorized and existing public body corporate and politic and instrumentality of the State of Illinois created and existing under the Constitution and Laws of the State of Illinois, (ii) CITY has full right and authority to enter into this Agreement and to consummate the transactions contemplated herein, (iii) each of the persons executing this Agreement on behalf of CITY is authorized to do so, (iv) this Agreement constitutes a valid and legally binding obligation of CITY, enforceable in accordance with its terms, (v) CITY will execute and deliver such other documents, instruments, agreements, including but not limited to affidavits and certificates reasonably necessary to effectuate the transaction contemplated herein, and (vi) CITY will take all such additional action reasonably necessary or appropriate to effect and facilitate the consummation of the transaction contemplated herein.
Representations of City. City hereby makes the following representations, warranties and covenants to the Developer as of the Effective Date unless another date is expressly stated to apply:
