Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees with the Underwriter as follows:
(a) The City is, and will be on the Closing Date, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into and perform its duties under the Indenture, the Accounts Agreement, the Site Lease, the Ground Lease, [the Landlord Estoppel Certificate (Ground Lease),] the Lease Agreement, the Management Agreement, the Recognition and Acknowledgment Agreement, the Continuing Disclosure Agreement, and this Purchase Contract (collectively, the “City Documents”) and, when executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms.
(b) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documents.
(c) The City will deliver the duly executed City Documents on the Closing Date, and, when executed and delivered, the City Documents, assuming due authorization, execution and delivery by the other respective parties thereto, will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally.
(d) None of the City’s proceedings or authority for the execution and delivery of the City Documents, or the adoption of the resolution or resolutions of the City Council of the City approving the execution and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded.
(e) At the date hereof and as of the Closing Date, except as otherwise disclosed in the Preliminary Official Statement, the City will be in compliance with the covenants and agreements contained in the City Documents, and no event of defau...
Representations, Warranties and Agreements of the City. The City represents, warrants and agrees as follows:
(a) The City is a municipal corporation and a political subdivision of the State, having power to enter into and execute, deliver and perform this Contract, and, by proper action of its governing body, has authorized the execution and delivery of this Contract and the taking of any and all such actions as may be required on its part to carry out, give effect to, and consummate the transactions contemplated by this Contract and the Resolution, and no approval or other action by any governmental authority, agency or other person is required in connection with the delivery and performance of this Contract by it except as shall have been obtained as of the date of delivery of the Bonds;
(b) There is no litigation or proceeding pending, or to the knowledge of the City threatened, against or affecting the City, nor to the best of the knowledge of the City is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Contract or which, in any way, would adversely affect the validity or enforceability of the Bonds, this Contract, the Resolution or any other documents contemplated to be executed in connection with the issuance and delivery of the Bonds;
(c) This Contract, upon execution of the same, will constitute the legal, valid and binding obligation of the City enforceable in accordance with its terms, and performance by the City of its obligations hereunder will not violate, or result in a breach of any of the provisions of, or constitute a default under, any agreement or instrument to which the City is a party or by which the City is bound; and [END OF ARTICLE II]
Representations, Warranties and Agreements of the City. For purposes of this Section 7, “to the best knowledge of the City” and “to the best of the City’s knowledge” means to the best knowledge of the Mayor, the Chief Financial Officer, the City Attorney and the City’s Department heads.
(a) the City is a municipal corporation organized and existing under a charter duly adopted pursuant to the provisions of the Constitution of the State, with full legal right, power, and authority to execute, deliver and perform its obligations, as the case may be, under this Bond Purchase Agreement, the Continuing Disclosure Certificate, the Escrow Agreement and the Agreement (collectively, the “City’s Legal Documents”) and to carry out and consummate all transactions on its part contemplated by each of the City’s Legal Documents, and compliance by the City with the provisions of the City’s Legal Documents will not materially conflict with or constitute a breach of or default under any applicable constitutional provision, law, charter provision, administrative regulation, court order or consent decree or any applicable judgment or decree or any loan agreement, note, resolution, indenture, agreement or other instrument to which the City is a party or may be otherwise subject;
(b) Ordinance No. 0- of the City adopted on , 2015 and effective as of
(c) as of the time of acceptance hereof and the Closing, except as otherwise disclosed in the Preliminary Official Statement and the Final Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity, notice of which has been given to the City, or by or before any court, governmental agency, public board or body pending or, to the best knowledge of the City, after reasonable investigation, threatened against or affecting the City (i) which in any way contests the existence, organization or powers of the City or the title of the officers of the City to their respective offices, or (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Series 2015 Bonds, or the payment or collection of revenues or assets of the City pledged or to be pledged to pay the obligations of the City under the Agreement, or the pledge thereof, or (iii) in any way contesting or affecting the validity or enforceability of the City’s Legal Documents, or (iv) contesting the power of the City or its authority with respect to the Series 2015 Bonds or the City’s Legal Documents, (v) contesting the exclusion of interest on the Se...
Representations, Warranties and Agreements of the City. The City represents, warrants and agrees as follows:
(a) The City is a municipal corporation and general law city duly organized and validly existing under the Constitution and laws of the State of California.
(b) The City has full legal right, power and authority (i) to enter into, execute and deliver the City Documents; and (ii) to carry out and consummate the transactions on its part contemplated by the City Documents and the Official Statement.
(c) By all necessary official action, the City has duly authorized and approved the City Documents, has duly authorized and approved the Preliminary Official Statement and the Official Statement and approved the distribution thereof (including in electronic form), has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the City Documents, and the consummation by it of all other transactions contemplated by the City Documents, all pursuant to the City Resolution adopted at a meeting duly called and held in accordance with the requirements of all applicable laws and at which a quorum of the members of the City Council of the City was continuously present. The City Resolution has not been modified, amended or rescinded since the date of its adoption. When executed and delivered by the City, the City Documents will constitute legal, valid and binding agreements of the City, enforceable against the City in accordance with their respective terms except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights and remedies in general, or by the application of equitable principles if equitable remedies are sought.
(d) The City is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of California or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement (including, without limitation, the City Documents) or other instrument to which the City is a party which breach or default has or may have an adverse effect on the ability of the City to perform its obligations under the City Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; an...
Representations, Warranties and Agreements of the City. By executing this Agreement in the space provided below, the City represents and warrants to, and agrees with the Lender that:
11.1. The City is a body corporate and politic, duly created and existing under the laws of the State of Oregon, constitutes a political subdivision of the State within the meaning of the Code, is authorized and has all necessary power and authority to enter into and perform its duties under the Contract Documents and this Agreement, and that the Contract Documents, including, without limitation, this Agreement and the Note, will constitute legal, valid and binding obligations of the City which are enforceable in accordance with their terms.
11.2. The acceptance of this Agreement, the adoption of the Resolution and the execution and delivery of the Note and other Contract Documents will not conflict in any material respect with, or constitute a material breach of or default under, any law, charter provision, court decree, administrative regulation, resolution, ordinance or other agreement to which the City is a party or by which it is bound.
11.3. There is no action, suit, proceeding or investigation at law or in equity before or by any court or government, city or body pending or, to the best of the knowledge of the City, threatened against the City to restrain or enjoin the acceptance of this Agreement, the adoption of the Resolution or the execution and delivery of the Note or any Contract Documents, or the collection and application of the funds as contemplated by the Resolution, any Contract Document, and this Agreement, which, in the reasonable judgment of the City, would have a material and adverse effect on the ability of the City to pay the amounts due under this Agreement and the Note.
11.4. To the extent permitted by law, the City agrees to indemnify and hold harmless the Lender and all of its agents and employees against any and all losses, claims, damages, liabilities and expenses arising out of any statement made by the City to the Lender, its agents or employees, which relates to this Agreement or the Note or any Contract Document, and which is untrue or incorrect in any material respect.
Representations, Warranties and Agreements of the City. The City hereby represents and warrants to, and agrees with, the Developer and the Other Public Parties as of the Effective Date that:
Representations, Warranties and Agreements of the City. The City makes the following representations, warranties and agreements as the basis for the undertaking on its part herein contained:
(a) The City is a municipal corporation duly created and organized under the Constitution and laws of the State. Under the Constitution and laws of the State, including the Amendment, the City is authorized to execute, deliver and perform its obligations under this Contract. The City has duly authorized the execution, delivery and performance of this Contract. This Contract is a valid, binding and enforceable obligation of the City.
(b) There exists a need in the City to promote and expand for the public good and general welfare certain facilities for the Xxxxxx School System, so as to serve the public purposes for which the Xxxxxx School System was created.
(c) The City has determined that the Projects are in the public interest.
(d) Pursuant to the Amendment, the Authority and the City are authorized to enter into contracts pertaining to public facilities owned and operated by the City on behalf of the Xxxxxx School System for terms not exceeding fifty (50) years.
(e) The City has determined that it is willing to enter into this Contract and, to the extent necessary, make payments from the proceeds of an ad valorem tax, up to fourteen xxxxx, levied as a part of the taxes requested by the Board of Education for the Xxxxxx School System against all taxable property within the City to achieve the public purposes provided herein.
(f) No approval or other action by any governmental authority or agency or other person is required in connection with the (i) acquisition, construction and equipping of the Projects or (ii) execution, delivery and performance of this Contract by the City, except as shall have been obtained as of the date hereof.
(g) The authorization, execution, delivery and performance by the City of this Contract do not violate the laws or Constitution of the State and do not constitute a breach of or a default under any existing resolution or ordinance, court order, administrative regulation, or other legal decree, or any agreement, indenture, mortgage, lease, note or other instrument to which it is a party or by which it is bound.
(h) 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 the knowledge of the City, threatened against or affecting the City (or, to the knowledge of the City, any meritorious basis therefor) (...
Representations, Warranties and Agreements of the City. The City represents, warrants and covenants to and agrees with the Underwriter that:
(a) The City is a municipal corporation and charter city duly organized and existing under the laws of the State of California (the “State”) and has duly authorized the formation of the District pursuant to the Resolution of Formation and the Law. The City Council, as the legislative body of the District, has duly adopted the District Resolutions, and has caused to be recorded in the real property records of Placer County a Notice of Special Tax Lien (the “Notice of Special Tax Lien”) (such District Resolutions and Notice of Special Tax Lien being collectively referred to herein as the “Formation Documents”). Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended. The District is duly organized and validly existing as a community facilities district under the laws of the State of California. The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority (i) to execute, deliver and perform its obligations under this Purchase Agreement and the City Disclosure Agreement, and to carry out all transactions on its part contemplated by each of such agreements,
Representations, Warranties and Agreements of the City
Representations, Warranties and Agreements of the City
