Representations by City Clause Samples

Representations by City. City represents that: a) City is a home rule Texas municipal corporation 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 hereunder; b) City knows of no litigation, proceedings, initiative, referendum, investigation or threat of any of the same contesting the powers of City or its officials with respect to this Agreement that has not been disclosed in writing to Developer; c) City knows of no law, order, rule or regulation applicable to City that would be contravened by, or conflict with the execution and delivery of this Agreement. d) This Agreement constitutes a valid and binding obligation of City, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors’ rights and by equitable principles, whether considered at law or in equity. City will defend the validity of this Agreement in the event of any litigation arising hereunder that names City as a party or which challenges the authority of City to enter into or perform its obligations hereunder.

Representations by City. ‌ City represents and warrants to Developer as follows: a. City is a California municipal corporation. The execution, performance, and delivery of this Agreement by City has been fully authorized by all requisite actions on the part of City. The persons who have executed this Agreement on behalf of City are authorized to bind City by their signatures hereto. b. City does not, as far as is known to City, have any contingent obligations or contractual agreements which will adversely affect the ability of City to carry out its obligations hereunder.‌ c. There are no pending or, to City’s knowledge, threatened, legal proceedings to which City is or may be made a party or to which it or any of its property is or may become subject, which will adversely affect the ability of City to carry out its obligations hereunder. d. There is no action or proceeding pending or, to City’s knowledge, threatened, looking toward the dissolution or liquidation of City and there is no action or proceeding pending or, to City’s knowledge, threatened by or against City which could affect the validity and enforceability of the terms of this Agreement, or adversely affect the ability of City to carry out its obligations hereunder. e. City is not the subject of a bankruptcy proceeding. f. To City’s knowledge, the execution and delivery of this Agreement and all other documents to be executed by City pursuant to this Agreement will not constitute or result in any default or event that with notice or the lapse of time, or both, would be a default, breach, or violation of any other agreement, instrument, or arrangement by which City is bound. g. To City’s knowledge, the execution and delivery of this Agreement and all other documents to be executed by City pursuant to this Agreement and the consummation of the transactions contemplated herein will not violate any provision of or require any consent, authorization, or approval under any law or administrative regulation or any other order, award, judgment, writ, injunction or decree applicable to, or any governmental permit or license issued to City. h. To City’s knowledge, no representation, warranty, or covenant of City in this Agreement, or in any document or certificate furnished or to be furnished to Developer pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. i. City has ...

Representations by City. The City represents and warrants that:‌ (a) The City is a political subdivision duly organized and validly existing under the laws of the State. Under the provisions of the Act, the City has been authorized by action of its governing body to enter into the transactions contemplated by this Loan Agreement and to carry out its obligations hereunder. (b) The City agrees to make the Loan for the purpose of financing a portion of the construction or reconstruction of the Project for the benefit of the Borrower, to benefit the health, safety, morals and general welfare of the citizens of the City, increase economic well-being of the State, promote job opportunities and attract major new businesses.

Representations by City. Upon the execution and approval of this Agreement by the Sparks City Council and following the revocation period set forth in paragraph 14, the City agrees that: a) The City will make the payments described in Paragraph 1; b) Any disciplinary documents in ▇▇▇▇▇▇▇'▇ official personnel file will be sealed and retained by the Sparks City Attorney and not reopened unless ▇▇▇▇▇▇▇ reapplies for employment with the City of Sparks, or violates the terms of the Settlement Agreement, or attempts to pursue any administrative or judicial claim against the City or any of its employees or elected officials or if ordered unsealed and released by a court of competent jurisdiction or as otherwise required by Nevada law; c) The Parties agree that each should proceed in the future without disparaging the reputation, character or performance of the other. The City agrees to refrain from making disparaging comments about ▇▇▇▇▇▇▇ and to provide neutral responses to inquiries by any prospective employer of ▇▇▇▇▇▇▇. The City agrees to respond to such inquiries by providing only the following information: date of hire, date of separation from employment, position held and salary earned; d) Upon approval of this Agreement, ▇▇▇▇▇▇▇ will be placed on paid Administrative Leave solely for the purpose of carrying out the calculation to purchase four years and no months of PERS service credit and subject to Nevada PERS statutes, rules and regulations.

Representations by City. City represents and warrants that it has the right, power, and legal capacity to enter into and perform its obligations under this Agreement, has duly executed and delivered this Agreement, and that this Agreement constitutes a legal, valid, and binding obligation of City.

Representations by City. City represents and warrants that: (a) The City is a municipal corporation duly organized and validly existing under the laws of the State. Under the provisions of the Act, the City is authorized to enter into the transactions contemplated by this Financing and Loan Agreement and to carry out its obligations hereunder. The City has been duly authorized to execute and deliver this Financing and Loan Agreement. The City agrees that it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence. (b) The City agrees to provide funds from the issuance of the Series 20 B Bonds for financing the Costs of Construction, subject to the consideration of the Series 20 B Note, all for the benefit of the holders of the Series 20 B Bonds, to benefit the health, safety, morals and general welfare of the citizens of the City, increase economic well-being of the State, promote job opportunities and attract major new businesses and to secure the Series 20 B Bonds by pledging its interest in this Financing and Loan Agreement and the Series 20 B Note to the Trustee. (c) The City represents that the Series 20 B Note will be assigned to the Trustee pursuant to the Indenture, and that no further assignment is contemplated by the City, because the City recognizes that the Series 20 B Note has not been registered under the Securities Act of 1933. (d) The City covenants that it will: (i) to the extent collected, timely pay (or cause to be paid) the Pledged Tax Increment, junior and subordinate to the Series A Bonds, to the Trustee as provided in Sections 4.5 and 11.13 of the Indenture; and (ii) otherwise comply with all of its obligations under the Indenture and this Agreement. (e) The City represents and warrants that the Pledge Resolution of the Redevelopment Commission was validly adopted and constitutes a valid and binding obligation of the City, enforceable against the City in accordance with its terms.

Representations by City. City certifies under penalties of perjury that: a. The City's Taxpayer Identification Number is . b. The individual executing this Agreement on behalf of City has been duly appointed as the representative of City for the purposes of executing and delivering for and on behalf of City all documentation required to be executed by City in connection with the entering into of this Agreement, and the signature of the individual(s) below is (are) the (each) individual’s true signature. EXECUTED this day of _ , 2023. By: Its: City Secretary Mailing Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ Phone Number: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ BOKF, NA By: Its Vice President Mailing Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Suite 900, Dallas, Texas, 75206 Phone Number: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ The following persons are the duly chosen, qualified and acting officers of the City of Mineola, Texas and are authorized to deliver written instructions to BOK Financial services provided by BOKF, NA, for all of the City of Mineola’s accounts. They also confirm that the signatures of the other officer/s listed below are authentic and genuine. This Incumbency / Authority Certificate will remain in effect as long as the following persons hold the positions noted below. Name Title Signature Until further notice is provided, the undersigned directs BOKF, NA to invest and re-invest cash funds in shares of the indicated money market fund or the bank deposit product as the sweep vehicle for all accounts related to the above-referenced account(s). Cavanal Hill U.S. Treasury Fund (1) (CUSIP-▇▇▇▇▇▇▇▇▇, APGXX) Cavanal Hill U.S. Treasury Prospectus ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Square Treasury Instruments (CUSIP–▇▇▇▇▇▇▇▇▇, GIPXX) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Squares Prospectus Short-Term Cash Investment Fund I (2) I have read a prospectus for the fund indicated above and hereby authorize and direct BOKF, NA to invest and reinvest the assets of the account(s) referenced above in the fund indicated. I understand that for the fund listed above, BOKF, NA or its affiliates or subsidiaries may be paid shareholder servicing or other fees by the funds, and that the investment returns on the monies invested in the funds will be reduced by the fees paid. This approval shall continue in full force and effect until you receive written notification from me rescinding this approval. Until further notice, BOKF, NA is directed: (1) to deliver to me any communications, information, plans for reorganization,...

Representations by City. City represents and warrants to Developer, as of the Effective Date and as of the Closing, as follows:

Representations by City. City represents and warrants that: