Representations of the City. The City makes the following representations and warranties, which are true and correct on the date hereof:
Representations of the City. The City hereby represents and warrants that it has full constitutional and lawful right, power and authority, under current applicable law, to execute and deliver and perform the duties and obligations of this Agreement and all of the foregoing have been or will be duly and validly authorized and approved by all necessary proceedings, findings and actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms.
Representations of the City. The City represents and warrants, as of the date of delivery hereof, as follows:
(a) The City is a third-class city duly created, organized and existing under and by virtue of the constitution and laws of the State with full power and authority to enter into the Lease and the transaction contemplated thereby and hereby and to perform all of its obligations thereunder and hereunder.
(b) The City has full power and authority to enter into the transactions contemplated by the Lease and has been duly authorized to execute and deliver this Fourth Supplemental Lease by proper action by its governing body. This Fourth Supplemental Lease is a valid, legal and binding obligation of the City enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and equitable principles affecting creditor’s rights generally.
(c) The lease of the Leased Property by the Trustee to the City, as provided in the Lease, is necessary, desirable, in the public interest and consistent with the permissible scope of the City’s authority. The City hereby declares its current need for the Leased Property and its current expectation that it will continue to need and use the Leased Property for the maximum Lease Term.
(d) The City’s financial statements that have been used in connection with any offering of the Certificates present fairly, in accordance with generally accepted accounting principles and applicable regulations consistently applied throughout the periods involved, the financial position of the City as at their respective dates and the revenues and expenses and changes in fund balances for the periods covered thereby.
(e) Neither the execution and delivery of the Lease, nor the fulfillment of or compliance with the terms and conditions thereof or hereof, nor the consummation of the transactions contemplated thereby or hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is a party or by which the City is bound.
(f) There is no proceeding pending or to the City’s knowledge threatened in any court or before any governmental authority or arbitration board or tribunal challenging the validity of the proceedings of the governing body of the City authorizing the Lease or the power or authority of the City to enter into the Lease or the validity or enforceability of the Lease or that, if adversely...
Representations of the City. The CITY represents and warrants that:
(a) The CITY has the full power, authority and legal right to enter into and perform this Agreement and the execution, delivery and performance hereof by the CITY (i) have the requisite approval of all governmental bodies, (ii) will not violate any judgment, order, law or regulation applicable to the CITY and (iii) do not (A) conflict with, (B) constitute a default under or (C) result in the creation of any lien, charge, encumbrance or security interest upon any assets of the CITY under any law, agreement or instrument to which the CITY is a party or by which the CITY or its assets may be bound or affected.
(b) This Agreement has been duly authorized, executed and delivered by the CITY; this Agreement constitutes a legal, valid and binding obligation of the CITY, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, or by general equitable principles concerning remedies.
(c) There is no litigation, administrative action, site investigation, or similar action proceeding, pending or, to the knowledge of the CITY threatened against or affecting the CITY or the Landfill (i) challenging the validity of this Agreement or any agreements contemplated hereby, (ii) seeking to enjoin the performance by the CITY of its respective obligations hereunder or thereunder or (iii) which, if adversely determined, would materially adversely affect the ability of the CITY or OPERATOR to perform its obligations.
(d) As of the date of this Agreement, the CITY holds merchantable fee simple title to the property described on Exhibit B.
Representations of the City. The City hereby represents to the Authority that:
(A) The City is duly authorized, created, and validly existing under the laws of the State of Texas.
(B) The City has the power, authority, and legal right to enter into and perform the obligations set forth in this Agreement, and the execution, delivery, and performance hereof (a) have been duly authorized, (b) will not, to the best of the City’s knowledge, violate any judgment, order, law, or regulation applicable to the City or any provisions of the City’s organizational documents, and (c) do not constitute a default under or result in the creation of, any lien, charge, encumbrance, or security interest upon any assets of the City under any agreement or instrument to which the City is a party or by which the City or its assets may be bound or affected.
(C) The City will have sufficient capital to perform its obligations under this Agreement at the time it needs to have sufficient capital.
(D) This Agreement has been duly authorized, executed, and delivered and constitutes a legal, valid, and binding obligation of the City, enforceable in accordance with its terms except to the extent that (a) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium, or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors’ rights and (b) certain equitable remedies including specific performance may be unavailable.
Representations of the City. The City makes the following representations as the basis for the undertakings on its part herein contained:
2.1.1 The City created the Xxxxxxx XXX Number One on July 20, 2021, to become effective as of December 31, 2021 pursuant to its redevelopment powers as authorized by the Redevelopment Powers Law and the City Resolution. The City duly adopted the Redevelopment Plan pursuant to the Redevelopment Powers Law and the City Resolution.
2.1.2 The City has made certain findings with respect to the Redevelopment Plan in accordance with the Redevelopment Powers Law, including, without limitation, that:
(i) the Redevelopment Area has not been subject to growth and development through private enterprise and would not reasonably be anticipated to be developed as proposed without the approval of the Redevelopment Plan, and (ii) improvements proposed within Xxxxxxx XXX Number One are likely to enhance the value of a substantial portion of the real property in the balance of the Redevelopment Area.
2.1.3 The City intends to annually reimburse private parties seeking to obtain reimbursement of eligible Redevelopment Costs within the TAD, via a development agreement.
2.1.4 The City is permitted by ARTICLE IX, SECTION III, PARAGRAPH I of the Georgia Constitution to contract for any period not exceeding fifty (50) years with the County for joint services, for the provision of services, or for the joint or separate use of facilities or equipment, provided such contracts deal with activities, services or facilities the contracting parties are authorized by law to undertake or provide, and accordingly as a corollary, the Redevelopment Powers Law provides that the City may exercise its redevelopment powers and create redevelopment plans and tax allocation districts as provided in the Redevelopment Powers Law.
2.1.5 The City has the power to enter into this Agreement and perform all obligations contained herein, and by proper action has duly authorized the execution, delivery, and performance of this Agreement. This Agreement is a valid and binding legal obligation of the City, enforceable against the City in accordance with its terms.
Representations of the City. The City makes the following representations and warranties to the Developer, which are true and correct on the date hereof:
Representations of the City. (1) The City is a city of the first class duly organized and existing under the laws of the State of Kansas and is authorized, by an Ordinance of its governing body, to perform obligations, agreements and undertakings such as those set forth in this Agreement.
(2) Subject to the limitations and restrictions of the Kansas Cash Basis and Kansas Budget Laws, this Agreement constitutes a legal, valid and binding obligation of the City enforceable in accordance with its terms.
Representations of the City. The City makes the following representations as the basis for its undertakings herein contained:
(a) The City is a municipal corporation and charter city in the State of California. Under the provisions of the Law, the City has the power to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. The Project constitutes a "project" as that term is defined in the Law. By proper action, the City has been duly authorized to execute, deliver and duly perform this Agreement and the Indenture.
(b) To refinance the cost of the Project, the City will issue the Bonds which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds will be issued under and secured by the Indenture, pursuant to which the City's interest in this Agreement (except certain rights of the City to give approvals and consents and to receive payment for expenses and indemnification and certain other payments) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds.
(d) The City has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture.
(e) The City is not in default under any of the provisions of the laws of the State of California or the City's Charter which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The City has found and determined and hereby finds and determines that all requirements of the Law with respect to the issuance of the Bonds and the execution of this Agreement and the Indenture have been complied with and that refinancing the Project by issuing the Bonds, refunding or replacing the Prior Bonds and entering into this Agreement and the Indenture will be in furtherance of the purposes of the Law.
(g) On May 21, 1996, the City Council of the City adopted Resolution No. 18302 authorizing the issuance and sale of the Bonds.
(h) On July 23, 1996, the City Council adopted Resolution No. 18384 authorizing the execution and delivery of a bond purchase agreement and official statement in connection with the sale of the Bonds.
Representations of the City. The City represents that: (a) it is a municipal corporation duly organized and validly existing under the laws of the State; (b) it is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the City which would impair its ability to perform its obligations contained in this Agreement; (c) it is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement; (d) the execution, delivery and performance of this Agreement does not and will not violate or conflict with any provision of law applicable to the City and does not, and will not, conflict with or result in a default under any agreement or instrument to which the City is a party or by which it is bound which would have an adverse effect on the City’s ability to perform its obligations under this Agreement (other than such adverse effect which is not material); (e) its Legislative Authority has duly authorized the execution, delivery and performance of this Agreement and the transactions contemplated herein and therein, and those transactions will enhance, aid and promote authorized purposes of the City; (f) this Agreement, when executed and delivered by the City, will constitute the legal, valid and binding obligations of the City, enforceable against it in accordance with their respective terms, except as enforceability may be limited by the application of bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and equitable principles now or hereafter in effect or enacted respecting creditors’ rights or remedies generally; and (g) the Assessing Ordinance and the TIF Ordinance have each been duly passed and are in full force and effect and not subject to repeal by referendum.
