Representations and Warranties by the City Clause Samples

Representations and Warranties by the City. The City represents and warrants that: (a) The City is a municipal corporation duly organized and existing under the laws of the State. The City has the power to enter into this Agreement and carry out its obligations hereunder and provision has been made to pay the liability that will accrue under this Agreement, as contemplated at Wis. Stat. § 62.09(10)(f). (b) The City has no knowledge as to the presence of hazardous substances as the same are described in the regulations promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and/or in the environmental laws of the State in, on or under the Property except as expressly set forth in environmental reports submitted to the Developer. With respect to the Project, the City of Madison is aware of no facts the existence of which would cause it to be in violation of any state, local or federal environmental law, regulation or review procedure, or which would give any person a valid claim under the environmental laws of the State. (c) There is not pending, nor to the best of the City’s knowledge after due inquiry is there threatened, any suit, action or proceeding against the City before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the City to perform its obligations hereunder, or the validity or enforceability of this Agreement. (d) The City shall indemnify, defend and hold the Developer harmless for, from and against any and all claims, demands, liabilities, costs, expenses, damages and losses, cause or causes of action and suit or suits of any nature whatsoever arising solely out of the ownership and/or operation of the City Parcel by the City as a result of any acts, events or omissions existing or occurring during the City’s ownership of the City Parcel and prior to the Real Estate Closing and for any breach of any representation, warranty or covenant made by City under this Agreement.

Representations and Warranties by the City. The City hereby makes the following representations and warranties, understanding that Redeveloper has relied thereon as a material element in entering into this Redevelopment Agreement: (a) The City has the legal power, right, authority and means to enter into this Redevelopment Agreement and the instruments and documents referenced herein to which the City is or may be a party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform its obligations hereunder. (b) Upon the approval of this Redevelopment Agreement by the City, all requisite action will have been taken by the City, and after all due and diligent investigation by the City, the City represents that (i) all requisite consents have been obtained in connection with the entering into this Redevelopment Agreement and the instruments and documents referenced herein to which the City is party, (ii) the consummation of the transaction contemplated hereby, and to the best of the City’s knowledge and belief are permitted and/or authorized by all Applicable Laws, and (iii) after all due and diligent investigation and to the best knowledge of the City, there are no writs, injunctions, orders or decrees of any court or governmental body that would be violated by the City entering into or performing its obligations under this Redevelopment Agreement. (c) This Redevelopment Agreement is duly executed by the City, and is valid and legally binding upon the City and enforceable in accordance with its terms on the basis of laws presently in effect and the execution and delivery thereof shall not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which the City is a party. (d) The City represents that to the best of its knowledge there is no action, proceeding or investigation now pending or threatened, nor any basis therefore, known or believed to exist which questions the validity of this Redevelopment Agreement or any action or act taken or to be taken by the City pursuant to this Redevelopment Agreement, except for the City Litigation as previously disclosed to Redeveloper, final disposition of which is a condition precedent to Redeveloper’s obligation to satisfy its obligations hereunder.

Representations and Warranties by the City. The City represents and warrants that: (a) The City is a municipal corporation duly organized and existing under the laws of the State. The City has the power to enter into this Agreement and carry out its obligations hereunder and provision has been made to pay the liability that will accrue under this Agreement. (b) The City has no knowledge as to the presence of hazardous substances as the same are described in the regulations promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and/or in the environmental laws of the State in, on or under the Property. With respect to the Project, the City of Madison is aware of no facts the existence of which would cause it to be in violation of any state, local or federal environmental law, regulation or review procedure, or which would give any person a valid claim under the environmental laws of the State. (c) There is not pending, nor to the best of the City’s knowledge after due inquiry is there threatened, any suit, action or proceeding against the City before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the City to perform its obligations hereunder, or the validity or enforceability of this Agreement.

Representations and Warranties by the City. 7.1.1 The City is a home rule municipal corporation under the laws of the State of Texas and has all necessary authority to execute, deliver and perform this Agreement and the transactions described herein and has had the opportunity to consult with counsel or others of its choice in connection with this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the City and is a valid and binding obligation of the City enforceable in accordance with its terms. This Agreement and the documents and instruments required to be executed, delivered and performed by the City pursuant hereto have each been duly authorized by all necessary action on the part of the City and such execution, delivery and performance does and will not conflict with or result in a violation of the City's governing documents or any judgment, order or decree of any court or arbiter to which the City is a party, or any agreement to which the City is bound or subject. 7.1.2 The City is not a "foreign person", "foreign partnership", "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code. 7.1.3 To the best of the City's knowledge, without inquiry, there are no materials, substances or wastes located on the Property which are designated as hazardous or toxic or otherwise harmful to health or the environment, including without limitation, petroleum products, asbestos, radon, urea formaldehyde (collectively, "Hazardous Substances"), under any federal, state or local environmental laws and regulations ("Environmental Laws") or the actual discharge, disbursal, release, storage, treatment, generation, disposal or escape of any Hazardous Substances on the Property; and the City has not received any written notification from any governmental authority setting forth any violation of Environmental Laws. 7.1.4 To the best of the City's knowledge, there are no underground storage tanks on the Property. 7.1.5 The City has entered into no agreement with any third party for the conveyance of the Property or any part thereof to any third party.

Representations and Warranties by the City. The City represents and warrants to, and agrees with the Dealer Manager that, as of the date hereof and through and including the Settlement Date (as defined in the Invitation): (a) The City is a charter city duly organized and validly existing under the laws of the State of California. (b) The City has the requisite power and authority and has duly taken all necessary action to authorize the making and consummation of the Tender Program (including the issuance and delivery of the 2024-A Bonds or other provisions for the purchase of the Target Bonds), and this Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, the City, enforceable in accordance with its terms (except as the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting relief of debtors, creditors’ rights or remedies and to general principles of equity). (c) When issued, the Tender Documents comply, and as amended or supplemented, if amended or supplemented will comply, in all material respects with all applicable requirements of the federal securities laws; and the Tender Documents do not and (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (but in each case excluding information in the 2024-A Bonds POS under the caption “UNDERWRITING” and information concerning DTC, Cede & Co., and the book-entry system (collectively, the “Excluded Information”), as to which no representation is made). In addition, if any event occurs as a result of which it shall be necessary to amend or supplement any Tender Documents in order to correct any untrue statement of a material fact contained therein or omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall, promptly upon becoming aware of any such event, advise the Dealer Manager of such event and, as promptly as practicable under the circumstances, prepare and furnish copies of such amendments or supplements of any such Tender Documents to the Dealer Manager, so that the statements in such Tender Documents, as so amended or supplemented, will not contain any untrue statem...

Representations and Warranties by the City. The City represents and warrants to the Team as follows, as of the date hereof and at all times from and after the date hereof until the expiration or termination of this Lease:

Representations and Warranties by the City. The City is a duly organized, validly existing municipal corporation in the State of Arizona. The transactions contemplated by this Agreement and the execution and delivery of all documents required herein, and the City‟s performance hereunder, have been duly authorized by all requisite actions of the City.

Representations and Warranties by the City. The City represents and warrants as follows: (a) The City is a body corporate and politic and a home rule municipality of the State of Colorado, and has the power to enter into and has taken all actions to date required to authorize this Agreement and to carry out its obligations under this Agreement. (b) The execution and delivery of this Agreement and the performance and observance of its terms, conditions, and obligations, has been duly and validly authorized by all necessary action on the City’s part, and this Agreement is valid and binding upon the City and enforceable according to its terms. (c) The execution and delivery of this Agreement and the documents required hereunder and the consummation of the transactions contemplated by this Agreement will not: (i) conflict with or contravene any law, order, rule or regulation applicable to the City or to its governing documents, (ii) result in the breach of any of the terms or provisions or constitute a default under any agreement or other instrument to which the City is a party or by which it may be bound or affected, or (iii) permit any party to terminate any such agreement or instruments or to accelerate the maturity of any indebtedness or other obligation of the City. (d) There is no litigation, proceeding, initiative, referendum, or investigation pending or, to the City’s current, actual knowledge (without duty of inquiry or investigation), threatened that contests the powers of the City or its officials with respect to this Agreement.

Representations and Warranties by the City. The City represents and warrants to the Company, the Port Authority and the Bank that: (a) The City is a constitutional charter city and political subdivision of the State of Missouri. Under the provisions of the Constitution and laws of the State of Missouri and the City's charter, the City has the lawful power and authority to enter into the transactions contemplated by this Relocation Funding Agreement and the Lease and to carry out its obligations hereunder and thereunder. (b) By all necessary action of the Board of Aldermen of the City, the City has been duly authorized to execute and deliver this Relocation Funding Agreement, the Lease, and the other documents required to be executed and delivered in connection with the transactions, contemplated hereby, acting by and through its duly authorized officers. This Relocation Funding Agreement and the Lease are each a legal, valid and binding obligation of the City enforceable against the City in accordance with its terms (except as enforcement may be limited by laws relating to bankruptcy, insolvency or creditor's rights generally). (c) THE OBLIGATIONS OF THE CITY, HOWEVER, ARE LIMITED TO THE PROVISIONS OF THIS RELOCATION FUNDING AGREEMENT AND UNDER NO CIRCUMSTANCES IS THE CITY FINANCIALLY OBLIGATED EXCEPT AS SPECIFICALLY SET FORTH HEREIN.