Representations, Warranties and Covenants of the Sublessee Sample Clauses

Representations, Warranties and Covenants of the Sublessee. The Sublessee represents, warrants and covenants as follows: (a) The Sublessee is a political subdivision of the State of California duly organized and operating pursuant to the Constitution and laws of the State of California and has all necessary power and authority to adopt the Sublessee Resolution and to enter into and perform its duties under this Sublease and the Site Lease. The Sublessee Resolution has been adopted and has not been rescinded, and this Sublease and the Site Lease constitute legal, valid and binding obligations of the Sublessee enforceable against the Sublessee in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought. (b) The adoption of the Sublessee Resolution and the execution and delivery of this Sublease and the Site Lease, and compliance with the provisions thereof, will not in any material respect conflict with, or constitute a breach of or default under, the Sublessee’s duties under this Sublease, the Site Lease, the Sublessee Resolution or any law, administrative regulation, court decree, resolution, by-laws or other agreement to which the Sublessee is subject or by which it or any of its property is bound. (c) Except as may be required under blue sky or other securities laws of any state, or with respect to any permits or approvals heretofore received which are in full force and effect, there is no consent, approval, authorization or other order of, or filing with, or certification by, any governmental authority, board, agency or commission or other regulatory authority having jurisdiction over the Sublessee, other than the approval and authorization of the Board of Supervisors, required for the adoption of the Sublessee Resolution and execution and delivery of this Sublease and the Site Lease or the consummation by the Sublessee of the other transactions contemplated by the Sublessee Resolution, this Sublease or the Site Lease. (d) There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or, to the knowledge of the Sublessee, threatened against the Sublessee to restrain or enjoin the delivery of the payments to be made pursuant to the Sublease, or in any way contesting or affecting the validity of this Sublease, the Site Lease or the Subl...
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Related to Representations, Warranties and Covenants of the Sublessee

  • NOW, THEREFORE the parties hereto agree as follows:

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Definitions For purposes of this Agreement:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

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