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and delivery of the Series 2023[●] Bonds and authorizing the execution and delivery of the City Documents, has been repealed, modified, amended, revoked or rescinded.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 and warrants to and agrees with the Underwriter that:
(a) The City is, and will be at the Closing Date, duly organized and existing under the laws of the State of California, has the full power and authority to adopt the City Resolution, to enter into the Lease, the Site Lease, the Continuing Disclosure Certificate, and this Purchase Contract (collectively, the “City Documents”) and to perform its obligations under 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 enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similar laws related to or affecting creditors’ rights generally and to the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is considered a proceeding in equity or law, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against governmental entities in the State of California and by matters of public policy;
(b) By official action of the City prior to or concurrently with the acceptance hereof, the City has authorized and approved the distribution of the Preliminary Official Statement, authorized and approved the distribution of the Official Statement, and 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 the City of all other transactions on its part contemplated by the Official Statement and this Purchase Contract;
(c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending (with service of process against the City having been accomplished) or known to the City to be threatened against the City, seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting of affecting any proceedings of the City taken concerning the issuance or sale thereof, the adoption of the City Resolution, the pledge or application of any moneys or security provided for the payment of the Bonds, or in any way contesting the validity or enforceability of the Bonds or any of the City Doc...
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. 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 hereby represents, warrants and agrees with the Underwriters as follows:
(a) The District is a convention center facilities district duly organized and validly existing under the Constitution and the laws of the State of California and the Charter and Municipal Code of the City, and the City is and, on the Closing Date, will be a municipal corporation and charter city organized and operating pursuant to its Charter and the laws of the State of California with the full power and authority to execute and deliver the Official Statement, and to enter into this Bond Purchase Agreement and the Legal Documents;
(b) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has (i) duly and validly made all the necessary findings and determinations required under the Chapter and the Act in connection with the formation of the District and the issuance of the Bonds, and (ii) has authorized and approved the execution and delivery of the Official Statement, and authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the Legal Documents, the Official Statement and this Bond Purchase Agreement to be executed by it and the consummation by it of all other transactions contemplated by the Official Statement and this Bond Purchase Agreement;
(c) The City represents to the Underwriters that the Preliminary Official Statement dated , 2011 relating to the Bonds (including the cover page, the introduction and all appendices thereto, the “Preliminary Official Statement”), has been “deemed final” by the City as of its date within the meaning of paragraph (a)(2) of Rule 15c2-12, except for the omission of some or all of such information the omission of which is permitted under Rule 15c2-
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 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 under the Constitution and laws of the State. Under the Constitution and laws of the State, the City is authorized to execute, deliver and perform its obligations under this Lease. The City has duly authorized the execution, delivery and performance of this Lease. This Lease is a valid, binding and enforceable obligation of the City.
(b) The City has determined that the Project is in the public interest.
(c) No approval or other action by any governmental authority or agency or other person is required in connection with the (i) issuance of the Series 2021 Bond, (ii) financing of the Project or (iii) execution, delivery and performance of this Lease by the City, except as shall have been obtained as of the date hereof.
(d) The authorization, execution, delivery and performance by the City of this Lease does not violate the laws or Constitution of the State and does 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.
(e) 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) (i) attempting to limit, enjoin or otherwise restrict or prevent the City from (A) collecting ad valorem taxes and using it to make the Lease Payments or
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
