Common use of Warranties and Representations of the Lessee Clause in Contracts

Warranties and Representations of the Lessee. The Lessee warrants and represents to the Lessor as follows, which representations and warranties shall be continuing. (a) The Lessee is a political subdivision within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, (the "Code") and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such. (b) The Lessee is authorized under the Constitution and laws of the Commonwealth of Virginia to enter into this Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (c) The execution and delivery of this Agreement by or on behalf of the Lessee has been duly authorized by all necessary action of the Lessee, and the Lessee has obtained such other approvals and consents as are necessary to consummate this Agreement. The Lessee further represents and warrants that all requirements have been met and procedures have been followed in order to ensure the enforceability of this Agreement. (d) The Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition of the Equipment hereunder, including without limitation the provisions of the Virginia Public Procurement Act. (e) The Lessee shall cause to be executed and delivered to the Lessor an incumbency certificate in form and substance reasonably satisfactory to the Lessor. (f) The Lessee has an immediate need for, and expects to make immediate use of all of the Equipment which need is not temporary or expected to diminish during the term of this Agreement. (g) The execution, delivery and performance of this Agreement and transactions contemplated herein will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, any indenture, mortgage, deed of trust, bond, loan or credit agreement or other instrument to which the Lessee is a party or by which it is bound. (h) There are no actions, suits or proceedings pending or, to the knowledge of the Lessee, threatened against or affecting the Lessee in any court or before any governmental commission, board or authority which, if adversely determined, would have a material adverse effect on the ability of the Lessee to perform its obligations hereunder. (i) The Equipment is essential to and will be used only for the purpose of performing one or more governmental functions of the Lessee consistent with the scope of the Lessee's authority and will not be used in a trade or business of any person or entity. The Lessee shall execute and deliver to Lessor an Essential Use Certificate in form and substance reasonably satisfactory to the Lessor. (j) The Equipment is, and shall remain during the term of this Agreement, personal property. (k) The Lessee will promptly and duly execute and deliver to the Lessor such further documents, instruments and assurances and take such further action as the Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in favor of the Lessor hereunder. (l) The aggregate amount of the rental payments due under this Agreement during the current fiscal year of the Lessee have been, and are, included in the Lessee's budget for such fiscal year for which an appropriation has been made by the Board of Supervisors.