REPRESENTATIONS, WARRANTIES, AND COVENANTS OF CITY Sample Clauses

REPRESENTATIONS, WARRANTIES, AND COVENANTS OF CITY. City hereby represents, warrants, and covenants to Savor that as of the date hereof and continuing throughout the Term: A. No agreement or understanding between the City and any person or entity shall reserve or grant to such person or entity the rights granted to Savor hereunder. B. City has been duly authorized to and may validly enter into this Agreement with Savor. Each individual executing this Agreement on behalf of City is duly authorized to do so. C. The execution and delivery of this Agreement by City shall not cause City to breach or be in default under any material agreement to which City is a party or may be bound thereby. City is not in default under any agreements or understandings pertaining to its right to construct, develop, use, or occupy the Facilities. D. No consents or approvals which have not been obtained are necessary under any agreement to which City may be a party or be bound thereby in connection with the execution and delivery of this Agreement by City.
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REPRESENTATIONS, WARRANTIES, AND COVENANTS OF CITY. City makes the following representations, warranties and covenants for the benefit of the Developer:
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REPRESENTATIONS, WARRANTIES, AND COVENANTS OF CITY. City represents and warrants, as of the date hereof, that City has taken all action necessary to authorize the execution and delivery of this Agreement. City covenants and agrees to take or cause to be taken all actions reasonably necessary under statutes, regulations and rules applicable to the Project, and to execute and deliver or cause to be executed and delivered such documents as may be reasonably necessary under such statutes, regulations and rules, to complete the Project.
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REPRESENTATIONS, WARRANTIES, AND COVENANTS OF CITY. City shall have duly performed every act to be performed by City hereunder and City’s representations, warranties, and covenants set forth in this Agreement shall be true and correct as of the Closing Date.
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REPRESENTATIONS, WARRANTIES, AND COVENANTS OF CITY. CITY hereby unconditionally warrants, represents and covenants to TENANT as follows: (a) The execution, delivery and performance by CITY of this Agreement (i) is within CITY's powers and has been duly authorized in accordance with CITY's charter, other documents or instruments governing or controlling the existence and operation of CITY and all laws, rules, regulations and statutes which affect or relate to the governance, existence or operation of CITY, (ii) has received all requisite prior governmental approval in order to be legally binding and enforceable in accordance with its terms; and (iii) will not violate, be in conflict with, result in a breach of or constitute a default under, any legal requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any CITY's property or assets. (b) To the best of CITY's knowledge, all information, reports, papers and data given to TENANT with respect to CITY or the Property are accurate, complete and correct in all material respects and do not omit any fact, the inclusion of which is necessary to prevent the facts contained therein from being materially misleading. (c) CITY is currently the owner of fee simple title to the Property and the Amphitheater Site subject to no liens, claims, leasehold estates or any other encumbrances. CITY has previously delivered to TENANT a true and correct copy of CITY's Owners Policy of Title Insurance insuring its fee simple title in and to the Property and the Amphitheater Site. CITY shall not (x) sell, transfer or assign its right, title and interest in and to the Property or the Amphitheater Site in a manner which would be in violation of or otherwise in derogation of the exclusive rights created in favor of TENANT hereunder or (y) enter into the Ground Lease with WAAC except and unless each of the following documents and instruments are executed and delivered simultaneously therewith: (i) the Lease Purchase Agreement; (ii) the Mutual Recognition Agreement more fully described in Section 16.1(c)(i) of this Agreement; and (iii) the Mutual Recognition Agreement more fully described in Section 16.1(c)(ii) of this Agreement. (d) CITY hereby represents and warrants to TENANT that it will own, as of the commencement of the term of this Agreement, a valid and enforceable leasehold estate in and to the Amphitheater pursuant to the terms of the Lease Purchase Agreement subject to no liens, claims or other leasehold estates. (e) C...
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REPRESENTATIONS, WARRANTIES, AND COVENANTS OF CITY. City (which includes EPWA for purposes of the following representations and warranties) hereby represents and warrants to Partners that the following statements are true as of the date hereof and shall be true as of the date of Construction Date:
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REPRESENTATIONS, WARRANTIES, AND COVENANTS OF CITY. City represents, warrants and covenants that: (a) City is a constitutionally chartered city validly existing under the laws of the State of Missouri and has lawful power and authority to enter this Agreement and to carry out its obligations under this Agreement. City by all necessary action has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers. (b) No officer or employee of City shall have any personal interest in the subject matter of or transactions contemplated by this Agreement.
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Related to REPRESENTATIONS, WARRANTIES, AND COVENANTS OF CITY

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.

  • Representations, Warranties and Covenants of the Fund The Fund hereby represents, warrants and covenants each of the following: 2.1 This Agreement has been, and at the time of delivery of each Instruction such Instruction will have been, duly authorized, executed and delivered by the Fund. This Agreement does not conflict with or constitute a default under the Fund's prospectus, Certificate of Trust and By-Laws, or any other agreement, judgment, order or decree to which the Fund is a party or by which it is bound. 2.2 The Fund shall safeguard and shall be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. In furtherance and not in limitation of the foregoing, in the event the Fund utilizes any on-line service offered by the Custodian, the Fund shall be fully responsible for the security of its connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof. Additionally, unless otherwise agreed in connection with the provision of such (service) (software) if the Fund uses any on-line or similar communications service made available by the Custodian, the Fund shall be responsible for ensuring the security of its access to the service and for its use of the service, and shall only attempt to access the service and the Custodian's computer systems as directed by the Custodian. Unless otherwise agreed in connection with the provision of such (service) (software). If the Custodian provides any computer software to the Fund relating to the services described in this Agreement, the Fund will only use the software for the purposes for which the Custodian provided the software to the Fund, and will abide by the license agreement accompanying the software and any other security policies which the Custodian provides to the Fund.

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