Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Concessionaire that:
(a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement;
(b) it has taken all necessary actions under Applicable Laws to authorise the execution, delivery and performance of this Agreement;
(c) it has the financial standing and capacity to perform its obligations under this Agreement;
(d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
(e) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on the Authority's ability to perform its obligations under this Agreement; and
(f) it has good, legal and valid right and title to the Site, and has the power and authority to handover the Site to the Concessionaire for the development of the Project in accordance with the terms of this Agreement.
Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City that:
(a) The Authority is and will be at the date of Closing a joint exercise of powers authority organized and existing under the laws of the State of California (the “State”), including Section 6500 et seq. of the Government Code of the State of California (the “JPA Act”) with all necessary power and authority to enter into and perform its duties under the Property Lease, dated as of October 1, 2018 (the “Property Lease”), by and between the City and the Authority, the Lease Agreement, the Trust Agreement, the Assignment Agreement, and this Purchase Agreement (collectively, the “Authority Documents”).
(b) The Authority has complied with all filing requirements of the JPA Act.
(c) By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement (including in electronic form), and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained, in the Authority Documents. When executed and delivered, each Authority Document will constitute the legal, valid and binding obligation of the Authority enforceable in accordance with its 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) Prior to the date hereof, the Authority has provided to the Underwriter for its review the Preliminary Official Statement that an authorized officer of the Authority has deemed final for purposes of Rule 15c2-12, has approved the distribution of the Preliminary Official Statement and the Official Statement and has duly authorized the execution and delivery of the Official Statement (including in electronic form). The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. As of the date hereof and on the Closing, the final Official Statement did not and will not contain any untrue statement of a materi...
Representations, Warranties and Covenants of the Authority. The Authority represents warrants and covenants that:
(a) The Authority is a public body corporate and politic duly organized under the laws of the State and ordinances of the City and has corporate power to enter into this Contract. The Board has duly authorized the negotiation, execution and delivery of this Contract.
(b) No commissioner of the Authority or any other officer of the Authority has any conflicting interest (financial, employment or otherwise) in the Redeveloper, the Project or the transactions contemplated by this Contract.
Representations, Warranties and Covenants of the Authority. The Authority represents and warrants to, and covenants with, the Mortgage Lender and the Servicer that:
Representations, Warranties and Covenants of the Authority. 7.2.1 The Authority represents, warrants and covenants to the Concessionaire that:
(a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement;
(b) it has taken all necessary actions under Applicable Laws to authorise the execution, delivery and performance of this Agreement;
(c) [it has the financial standing and capacity to perform its obligations under this Agreement;]
(d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
(e) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on the Authority's ability to perform its obligations under this Agreement; and
(f) [it has good, legal and valid right and title to the Site for Medical College and Site for District Hospital and has the power and authority to handover the Site for the Medical College and Site for the District Hospital to the Concessionaire for the development of the Project in accordance with the provisions of this Agreement.]16
Representations, Warranties and Covenants of the Authority. 41 Section 5.1
Representations, Warranties and Covenants of the Authority. As of the date of this Agreement and as of the ((Acquisition))Closing Date, the Authority represents and agrees that: (i) each of the representations and warranties of the Authority set forth in Exhibit H–1 is (as of the date of this Agreement) and shall be (as of the ((Acquisition))Closing Date) true, accurate and complete and by this reference is incorporated herein; (ii) as of the ((Acquisition))Closing Date,
Representations, Warranties and Covenants of the Authority. The Authority hereby makes the following representations, warranties and covenants.
Representations, Warranties and Covenants of the Authority. The Authority hereby represents, warrants, covenants and agrees as follows:
a. The Authority is, and at the Closing Date will be, a duly organized and validly existing corporate body and independent authority of the District established under the laws of the United States and the District, including the Act and the Federal Act, with the full legal right, power and authority to (i) adopt the Resolution, (ii) execute, deliver and perform its obligations under this Agreement, the Indenture, and the Certificate of Award of the Authority establishing the purchase price, maturities, interest rates, redemption provisions and other terms of the Bonds, dated the date hereof (the “Certificate of Award” and, together with this Agreement and the Indenture, the “Bond Documents”), (iii) perform its obligations under the Water Sales Agreement, dated as of July 31, 1997, between the Authority and the United States of America, acting through the Secretary of the Army (the “Water Sales Agreement”) and the Blue Plains Intermunicipal Agreement of 2012 between the District; Fairfax County, Virginia; Xxxxxxxxxx County, Maryland; Prince Xxxxxx’s County, Maryland; and the Washington Suburban Sanitary Commission (the “IMA,” and together with the Water Sales Agreement, the “System Agreements”), (iv) sell, issue and deliver the Bonds to the Purchasers as provided herein, and (v) carry out and consummate the transactions contemplated by the Resolution, the Bond Documents and the System Agreements; and the Authority has complied, and at the Closing Date will be in compliance, in all respects, with the Act and the Federal Act and with the obligations on its part in connection with the issuance of the Bonds contained in the Bonds and Bond Documents.
b. The Authority (i) has duly and validly adopted the Resolution, (ii) has authorized the execution and delivery of the Bond Documents, (iii) is authorized to execute, issue, sell and deliver the Bonds, (iv) is authorized to appoint, and has appointed, Xxxxx Fargo Bank, N.A., as Trustee, (v) is authorized to apply and will apply the proceeds of the Bonds as provided in and subject to all of the terms and provisions of the Resolution, including the payment or reimbursement of the Authority expenses incurred in connection with the negotiation, sale, issuance and delivery of the Bonds to the extent required by Section 14, and (vi) has taken or will take on or before the Closing Date, all action necessary or appropriate for (a) execution, issuan...
Representations, Warranties and Covenants of the Authority. The Authority makes the following representations, warranties and covenants:
(a) The Authority is a public body corporate and politic and a governmental subdivision of the State, duly organized and existing under State law and the Authority has the authority to enter into this Agreement and carry out its obligations hereunder.
(b) Except as provided in this Agreement, and provided that the Authority will fund fiscal disparities from within the TIF District, in accordance with Minnesota Statutes, Section 469.177, subdivision 3, the Authority agrees to retain all of the captured net tax capacity of the Minimum Improvements Area to finance the Qualified Redevelopment Costs as provided in this Agreement, and will elect that the duration of the District will be the maximum duration permitted by the TIF Act. The Authority will not voluntarily take any action to reduce the amount of captured tax capacity retained to finance the Qualified Redevelopment Costs or to reduce the duration of the District until the amount paid to the Developer from Available Tax Increment reaches the maximum amount specified in Section 9.2.
(c) The execution, delivery and performance of this Agreement and any other documents or instruments required pursuant to this Agreement by the Authority does not, and consummation of the transactions contemplated therein and the fulfillment of the terms thereof will not, conflict with or constitute on the part of the Authority a breach of or default under any existing (i) indenture, mortgage, deed of trust or other agreement or instrument to which the Authority is a party or by which the Authority or any of its property is or may be bound,
