Town Representations and Warranties. The Town represents and warrants that: It has no knowledge of any violation of the Landfill Closure Plan with respect to Premises and no event or condition has occurred which with the passage of time or giving of notice would constitute such a violation; It has no knowledge of any violations of Applicable Legal Requirements with respect to the Premises or any event or condition having occurred which with the passage of time or giving of notice would constitute such a violation.
Town Representations and Warranties. As of the Effective Date, the Town represents and warrants to Medway Grid:
i. The Town is a municipality in the Commonwealth of Massachusetts with full legal right, power and authority to enter into and to fully and timely perform its obligations under this Agreement;
ii. The execution of the Agreement has been duly authorized, and each person executing the Agreement on behalf of the Town has full authority to do so and to fully bind the Town; and
iii. The Town knows of no pending or threatened action, suit, proceeding, inquiry, or investigation before or by any judicial court or administrative or law enforcement agency against or affecting the Town or its properties wherein any unfavorable decision, ruling, or finding would materially and adversely affect the validity or enforceability of the Agreement or the Town's ability to carry out its obligations under the Agreement.
Town Representations and Warranties. The Town represents and warrants to SHL:
(i) The Town is a municipal corporation validly existing under the laws of the Commonwealth of Massachusetts with the power under and pursuant to applicable law to enter into and perform this Agreement.
(ii) The Town has duly authorized the execution and delivery of this Agreement and the performance by the Town of its obligations hereunder, and this Agreement has been duly executed and delivered by the Town and constitutes a legal, valid and binding obligation of the Town, enforceable against the Town in accordance with its terms; subject to bankruptcy, insolvency, moratorium, reorganization and other laws affecting the enforcement of creditors’ rights generally and to general principle of equity.
(iii) Neither the execution or delivery by the Town of this Agreement, nor the performance of the Town’s obligations in connection with the transactions contemplated hereby nor the Town’s fulfillment of the terms or conditions of this Agreement conflicts with, violates or results in a breach of any applicable law, or conflicts with, violates or results in a breach of any term or condition of any judgment or decree, or any agreement or instrument, to which the Town is a party or by which the Town or any of its properties or assets are bound, or constitutes a default there under, or will result in the creation of any lien, encumbrance or security interest upon any properties of assets of the Town.
(iv) No approval, authorization, order or consent of, or declaration, registration or filing with, any governmental authority is required for the valid execution and delivery by the Town of this Agreement except those that have been duly obtained or made.
(v) There is no action, suit or proceeding, at law or in equity, before or by any court or governmental authority, pending or, to the best of the Town’s knowledge, threatened, against the Town or any other party, wherein and unfavorable decision, ruling or finding would materially adversely affect the Site or the Landfill or the performance of its obligations of the Town hereunder or in connection with the other transactions contemplated hereby or which, in any way, would adversely affect the validity or enforceability of this Agreement. Notwithstanding the foregoing, the Town makes no representation or warranty in this Section 6.2 concerning the Town’s title to the Expansion property, the suitability of the Expansion property for landfill development purposes, nor the availabili...
Town Representations and Warranties. The Town makes the following representations and warranties as the basis for the undertakings on its part herein contained:
a. The Town validly exists as a political subdivision in good standing under the laws of the State of Maine
b. The Town has full power and authority to enter into this Agreement and to fully perform all of its duties and obligations hereunder. The Town has duly authorized the execution and delivery of this Agreement and the Town’s performance of all of its duties and obligations contained herein, and, to the extent permitted by applicable law, this Agreement constitutes a valid and legally binding obligation of the Town, enforceable in accordance with its terms.
c. First Wind’s payments under this Agreement shall not influence or have any bearing whatsoever upon the Town’s determination with respect to any application for any Permit or other request for a decision from the Town made by First Wind.
Town Representations and Warranties. As of the Effective Date, the Town represents and warrants to Exelon:
1. The Town is a municipality in the Commonwealth of Massachusetts with full legal right, power and authority to enter into and to fully and timely perform its obligations under this Agreement;
2. The execution of the Agreement has been duly authorized, and each person executing the Agreement on behalf of the Town has full authority to do so and to fully bind the Town; and
3. The Town knows of no pending or threatened action, suit, proceeding, inquiry, or investigation before or by any judicial court or administrative or law enforcement agency against or affecting the Town or its properties wherein any unfavorable decision, ruling, or finding would materially and adversely affect the validity or enforceability of the Agreement or the Town’s ability to carry out its obligations under the Agreement.
Town Representations and Warranties. The Town represents, warrants, and agrees as follows:
Town Representations and Warranties. The Town represents and warrants to Lessee that:
(a) The Town has no knowledge of any violation of the Landfill Closure Plan with respect to the Premises and no event or condition has occurred, or is likely to occur, which, with the passage of time or giving of notice, would constitute such a violation.
(b) The Town has no knowledge of any violations of Applicable Legal Requirements with respect to the Premises or any event or condition having occurred which with the passage of time or giving of notice would constitute such a violation.
(c) The Town represents and warrants that it has good and marketable fee simple title to the Premises. There are no encumbrances or liens (including other tenancies) against the Lease Area. The Town shall immediately obtain and deliver to Lessee an NDA from any third party who has, or obtains during the Term, a lienhold or similar interest in the Lease Area, including any lender, and any holder of any easement, lease, license or right of way.
(d) The Town shall provide and maintain in good order and condition all roads, driveways, parking lots and walkways that are now and may be located on the grounds of the Premises that are necessary or appropriate for proper ingress and egress to and from, and use and occupancy of, the Lease Area.
(e) The Town will not cause, and will not permit its employees, invitees, agents or contractors to cause, the electrical system at the Lease Area to shut down, temporarily or otherwise, unless same is necessary as the result of an emergency.
(f) The Town will not, and will not permit its employees, invitees, agents or contractors to, conduct activities on, in or about the Lease Area that the Town knows or reasonably should know may damage, impair or otherwise adversely affect the System or its function. Further, the Town will not, and will not permit its employees, invitees, agents or contractors to conduct maintenance to the Lease Area, or to undertake other activities, that are reasonably likely to damage, impair or otherwise adversely affect the System or its function. The Town shall take all reasonable steps to limit access to the Lease to Lessee and Lessee’s employees, invitees, agents and representatives.
(g) The execution and delivery by the Town of, and the performance of its obligations under, this Agreement have been duly authorized by all necessary action, do not and will not require any further consent or approval of any other person, and do not contravene any provision of, or cons...
Town Representations and Warranties. The Town, by acceptance of this Agreement, hereby makes the following representations and warranties for the benefit of the Contractor as of the Execution Date, each of which shall be deemed remade as of the Effective Date, unless the Town specifies in writing otherwise:
Town Representations and Warranties. The Town hereby represents and warrants that, as of the date of this Agreement:
(a) it is a validly existing political subdivision of the State of New York (“State”);
(b) it has the power and authority to execute, deliver, and carry out all applicable terms and provisions of this Agreement;
(c) all necessary action has been taken to authorize its execution, delivery, and performance of this Agreement, and this Agreement constitutes its legal, valid, and binding obligation enforceable against it in accordance with its terms, and the HCBA Resolution has not been modified or rescinded and is and shall remain in full force and effect as of the date hereof and during the Term hereof;
(d) its signatory hereto is duly authorized and empowered to execute and enter into this Agreement;
(e) none of the execution or delivery of this Agreement, the performance of the obligations in connection with the transaction contemplated hereby, or the fulfillment of the terms and conditions hereof will conflict with or violate any provision of its organizational documents or policies or will conflict with, violate, or result in a breach of any applicable law; and
(f) there is no action, suit, or proceeding, at law or in equity, or official investigation before or by any government authority pending or, to its knowledge, threatened against it, wherein an adverse decision, ruling, or finding could result in a material adverse effect on its ability to perform its obligations under this Agreement or on the validity or enforceability of this Agreement.
Town Representations and Warranties. The Town hereby represents and warrants that, as of the date of this Agreement:
a. it is a validly existing political subdivision of the State of New York (“State”);
b. it has the power and authority to execute, deliver, and carry out all applicable terms and provisions of this Agreement;
c. all necessary action has been taken to authorize its execution, delivery, and performance of this Agreement, and this Agreement constitutes its legal, valid, and binding obligation enforceable against it in accordance with its terms (a copy of the Town’s resolution approving this Agreement and authorizing its execution is attached hereto as Exhibit A);
d. its signatory hereto is duly authorized and empowered to execute and enter into this Agreement;
e. none of the execution or delivery of this Agreement, the performance of the obligations in connection with the transaction contemplated hereby, or the fulfillment of the terms and conditions hereof will conflict with or violate any provision of its organizational documents or policies or will conflict with, violate, or result in a breach of any applicable law; and
f. there is no action, suit, or proceeding, at law or in equity, or official investigation before or by any government authority pending or, to its knowledge, threatened against it, wherein an anticipated decision, ruling, or finding would result in a material adverse effect on its ability to perform its obligations under this Agreement or on the validity or enforceability of this Agreement.
