Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter and the Authority that:
(a) The City is and will be at the date of Closing a municipal corporation duly organized and existing pursuant to and under the Constitution and laws of the State and has all necessary power and authority to enter into and perform its duties under the Continuing Disclosure Agreement relating to the Bonds (the “Continuing Disclosure Agreement”), the Property Lease, the Lease Agreement, the Trust Agreement and this Purchase Agreement (collectively, the “City Documents” and, together with the Authority Documents, the “Legal Documents”) and has by official action 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.
(b) By 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 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 City of the obligations on its part contained, in the City Documents. When executed and delivered, each City Document will constitute the legally 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 or equitable principles relating to or affecting creditors’ rights generally.
(c) The Preliminary Official Statement heretofore delivered to the Underwriter is hereby deemed final by the City as of its date and as of the date hereof, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(i) of Rule 15c2-12. 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 the 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 material fact or omit to state any material fact necessary to make the statements therein (other than the information relating t...
Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter as follows.
(a) The City is a general law city and municipal corporation of the State of California (the “State”), duly organized and validly existing pursuant to the Constitution and laws of the State.
(b) The City had full legal right, power and authority to adopt Resolution No. 2022- , adopted by a majority of the City Council of the City (the “City Council”) on , 2022 (the “Approving Resolution”) and Resolution No. 202 - adopted by a majority of the City Council on , 202 (the “Official Statement Resolution” and, together with the Approving Resolution, the “Resolutions”), and the City has, and upon the Closing will have, full legal right, power and authority: (i) to execute and deliver the Trust Agreement, the Continuing Disclosure Certificate, dated the Closing Date, of the City relating to the Bonds (the “Continuing Disclosure Certificate”) and this Purchase Agreement (collectively, the “Legal Documents”), and to perform its obligations under the Legal Documents, and has by official action duly 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; (ii) to issue, sell and deliver the Bonds to the Underwriter as provided herein; and (iii) to carry out, give effect to and consummate the transactions contemplated by the Legal Documents and the Resolutions.
(c) The City Council has duly and validly adopted the Resolutions at meetings of the City Council that were duly noticed and held and at each of which a quorum was present and acting throughout, and the Resolutions have not been modified or amended and are in full force and effect; and the City Council has duly approved the execution and delivery of the Bonds and the other Legal Documents and the performance by the City of its obligations contained therein, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by each of said documents.
(d) The Bonds and the other Legal Documents will be duly executed and delivered by the City on or before the Closing Date, and the Bonds, when authenticated and delivered to the Underwriter in accordance with the Trust Agreement, and the Legal Documents will constitute legally valid and binding obligations, enforceable against the City in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, ins...
Representations, Warranties and Covenants of the City. The City hereby represents, warrants and covenants to Buyer that:
Representations, Warranties and Covenants of the City. In addition to the other representations, warranties and covenants of City contained in this Agreement, City hereby represents, warrants and covenants to SCAD, as of the Effective Date and as of the Closing Date, the following:
(a) City has, and at the Closing shall have the right to and will convey to SCAD, good and marketable fee simple title to the City Real Property free and clear of any and all liens, assessments, easements, security interests subject to the parking encumbrance and other encumbrances except for the City Permitted Exceptions. City has made no other contract or agreement that is now of any force or effect whatsoever to sell, convey or otherwise dispose of the City Real Property or any portion thereof, and City shall not sell or dispose of the City Real Property or any portion thereof, or enter into any other contract or agreement from and after the Effective Date and prior to Closing to sell, assign or convey any right, title or interest whatsoever in or to the City Real Property (except as approved in writing by SCAD).
(b) There are no parties in possession of any portion of the City Real Property as lessees or tenants at sufferance.
(c) There are no leases, contracts, agreements or other encumbrances affecting the City Real Property other than the City Permitted Exceptions. City shall not further encumber the City Real Property or grant or allow any lien or encumbrance on the City Real Property (which will not be satisfied or released at or before Closing), or enter into any new service contract, lease, restriction, easement, encumbrance or other agreement with respect to the City Real Property or modify the terms or conditions of any existing leases, contracts, encumbrances or other agreements with respect to the City Real Property, without the prior written consent of SCAD.
(d) There are no mechanic's liens, Uniform Commercial Code liens or unrecorded liens against the City Real Property, and City shall not allow any such liens to attach to the City Real Property prior to Closing that will not be satisfied out of the Closing proceeds. All obligations of City arising from the ownership and operation of the City Real Property and any business operated on the City Real Property, including, but not limited to, taxes, leasing commissions, salaries, contracts, and similar agreements, have been paid or will be paid prior to Closing. Except for obligations for which provisions are made in this Agreement for prorating at the Closing, there w...
Representations, Warranties and Covenants of the City. The City hereby warrants and represents to Exide as follows:
9.1 The City is a municipal government duly existing under the laws of the State of Texas and has full power to execute, deliver and perform this Agreement.
9.2 The execution of this Agreement, the consummation of the transactions contemplated herein, and the performance or observance of the obligations of the City hereunder have been duly authorized by requisite action and are enforceable against the City in accordance with their respective terms. The individuals executing this Agreement on behalf of the City are authorized to act for and on behalf of and to bind the City in connection with this Agreement.
9.3 To the City’s actual knowledge, the execution of this Agreement, the consummation of the transactions herein contemplated on the part of the City, and the performance and observance of the obligations of the City hereunder and under any and all other related agreements to which the City is a party will not conflict with or result in the breach of any Governmental Requirement or of any agreement or instrument to which the City is now a party or is subject, or constitute a default thereunder, and such execution does not require the City to obtain any consents or approvals from, or the taking of any other actions with respect to, any third parties.
Representations, Warranties and Covenants of the City. 56 Section 11.01.
Representations, Warranties and Covenants of the City. The City represents and warrants as of the date of this Agreement and as of the Closing Date, or covenants, as follows:
(a) The City is a municipal corporation duly organized and existing under and by virtue of its Charter and the Constitution and laws of the State of Ohio, and has full power and authority thereunder and under the Note Legislation to (i) enter into this Agreement; (ii) issue, sell and deliver the Notes as provided in this Agreement; and
Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter and the Authority that:
(a) The City is a general law city that is duly organized and existing under and by virtue of the Constitution and the laws of the State.
(b) The City has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the City Documents.
(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 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 in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the City Documents 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, or by the exercise of judicial discretion and the limitations on legal remedies against municipal corporations in the State. The City has complied, and will at the Closing be in compliance in all material respects, with the terms of the City Documents.
(d) The City is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state 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 or other instrument to which the City is a party which breach or default has or may have a materially 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; and the adoption, execution and d...
Representations, Warranties and Covenants of the City. The City hereby warrants and represents to Exide as follows:
Representations, Warranties and Covenants of the City. The City shall perform the work and provide the deliverables and services described in Exhibit A, for which the City is identified as being responsible for.
