Representations and Warranties of the Authority. The Authority represents and warrants to the Contractor 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 the 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;
(f) it has complied with Applicable Laws in all material respects;
(g) it has good and valid right to the Site and has the power and authority to grant the Right of Way in respect thereof to the Contractor; and
(h) it has procured Right of Way and environment clearances such that the Contractor can commence construction forthwith on 90% (ninety per cent) of the total length of the Project Highway.
Representations and Warranties of the Authority. The Authority represents and warrants to the Developer that:
(a) The Authority has full power and authority to grant the Project;
(b) The Authority has taken all necessary action to authorise the execution, delivery and performance of this Agreement;
(c) This Agreement constitutes the Authority’s legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
(d) There are no suits or other legal proceedings pending or threatened against the Authority in respect of the Project Site or the Project Facilities.
Representations and Warranties of the Authority. The Authority represents and warrants 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 authorize 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 complied with Applicable Laws in all material respects;
(f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire.
(g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon its ability to perform its obligations under this Agreement;”
(h) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and
(i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.
Representations and Warranties of the Authority. The Authority represents and warrants to StadCo, as of the Effective Date (unless otherwise expressly provided herein), as follows:
Representations and Warranties of the Authority. The Authority represents and warrants to the Lessee that:
i. The Authority has full power and authority to enter into this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
ii. This Agreement constitutes the Authority's legal, valid and binding obligation enforceable against it in accordance with the terms hereof;
iii. 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 Competent Authority which may result in any Material Adverse Effect on the Authority’s ability to perform its obligations under this Agreement
iv. It has a good and valid right over the Leased Land and has power and authority to grant Lease in respect thereto to the Lessee; and
v. Upon the Lessee paying the Land Premium, annual Lease Rent and performing the covenants herein, it shall not at any time during the Term hereof, interfere with peaceful exercise of the rights and discharge of its obligations by the Lessee, in accordance with this Agreement.
Representations and Warranties of the Authority. The Authority represents, warrants and covenants to the Contractor that:
(a) it has full power and authority to execute, deliver and perform its obligations under this Contract and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Contract, exercise its rights and perform its obligations, under this Contract;
(b) it has taken all necessary actions under Applicable Laws to authorise the execution, delivery and performance of this Contract;
(c) it has the financial standing and capacity to perform its obligations under this Contract;
(d) this Contract 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 Contract; 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 Contractor for the development of the Project in accordance with the terms of this Contract.
Representations and Warranties of the Authority. The Authority makes the following representations and warranties as the basis for the undertakings on the part of the Company contained herein:
(a) The Authority is an Arizona nonprofit corporation designated by law as a political subdivision of the State of Arizona created and existing under the Constitution and laws of the State of Arizona;
(b) The Authority has the power to enter into this Agreement and the Indenture and to perform and observe the agreements and covenants on its part contained herein and therein, including without limitation the power to issue and sell the Bonds as contemplated herein and in the Indenture, and by proper action has duly authorized the execution and delivery hereof and thereof; and
(c) The execution and delivery of this Agreement and the Indenture by the Authority do not, and consummation of the transactions contemplated hereby and fulfillment of the terms hereof and thereof by the Authority will not, result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Authority is now a party or by which it is now bound, or, to the best knowledge of the Authority, any order, rule or regulation applicable to the Authority of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction over the Authority or over any of its properties, or the Constitution or laws of the State of Arizona.
Representations and Warranties of the Authority. (a) The Authority makes the following representations and warranties to the City.
(i) The Authority is a joint exercise of powers agency duly organized and existing under the laws of the State and is duly authorized to issue the 2022 Bonds and to perform its obligations under this Installment Purchase Agreement.
(ii) All requirements have been met and procedures have occurred in order to authorize the execution and delivery of this Installment Purchase Agreement. The Authority has taken all necessary action and has complied with all provisions of the law required to make this Installment Purchase Agreement a valid and binding limited obligation of the Authority, except to the extent limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity, or by public policy.
(iii) The 2022 Bonds have been duly authorized, executed and delivered by the Authority. Nothing in this Agreement shall be construed as requiring the Authority to provide any financing other than the proceeds of the 2022 Bonds or to provide sufficient moneys for all of the cost of accomplishing the purposes of the 2022 Bonds.
(iv) To the best knowledge of the Authority, there is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency or public board or body pending or threatened against the Authority that (i) affects or seeks to prohibit, restrain or enjoin the issuance, execution or delivery of the 2022 Bonds, or the execution and delivery of the Indenture or this Installment Purchase Agreement, (ii) affects or questions the validity or enforceability of the 2022 Bonds, the Indenture or this Installment Purchase Agreement, or (iii) questions the tax-exempt status of interest on the 2022 Bonds.
Representations and Warranties of the Authority. PLBs
(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 the rights and perform the obligations specified under this Agreement on behalf of all PLBs.
(b.) it has taken all necessary actions under the Applicable Laws to authorize 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.) all information provided by the Authority in the bid documents in connection with the Project is to the best of its knowledge and true and accurate in all material respects.
Representations and Warranties of the Authority. The Authority represents and warrants to the Contractor 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 the 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;
