Common use of Board Representations Clause in Contracts

Board Representations. The Board hereby represents, warrants, and covenants as follows as the basis for the undertakings on its part herein contained: (a) That the Board: (i) was legally created and exists under the provisions of the IDB Act; (ii) has the power under the provisions of the IDB Act and the TIF Uniformity Act to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder; and, (iii) has been duly authorized, by proper action, to execute, deliver and perform this Agreement and the Plan; and (b) That the Project constitutes a “project” within the meaning of the IDB Act, and that the Board is entering into this Agreement and the Plan to aid in the funding of the Project to accomplish the public purposes of the IDB Act in order to induce and cause the Company to provide the Project, thereby maintaining and increasing employment opportunities, and furthering the welfare of the residents of the County and of the State; and (c) That the execution and delivery of this Agreement will be valid and binding on the Board and that neither the execution nor delivery of the foregoing documents, nor the consummation of the transactions contemplated thereby, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, will violate any applicable law or conflict with or result in a breach of any of the terms, conditions, or provisions of any agreement or instrument to which the Board is now a party or by which it is bound; and (d) That there is no action, suit, proceeding or, to the Board’s knowledge, any inquiry or investigation at law or in equity or before or by any public board or body pending or, to the Board’s knowledge, threatened against or affecting the Board or the Board’s property, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or enforceability of this Agreement; and (e) That the Board will not pledge the Net Increment or otherwise encumber the same.

Board Representations. The Board hereby represents, warrants, and covenants as follows as the basis for the undertakings on its part herein contained: (a) That the Board: (i) was legally created and exists under the provisions of the IDB Act; (ii) has the power under the provisions of the IDB Act and the TIF Uniformity Act to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder; and, (iii) has been duly authorized, by proper action, to execute, deliver and perform this Agreement and the Plan; and (b) That the Project constitutes a “project” within the meaning of the IDB Act, and that the Board is entering into this Agreement Agreement, the Plan and the Plan Note to aid in the funding of the Project to accomplish the public purposes of the IDB Act Act; and (c) The Board will finance the costs incurred in the acquisition, construction and equipping of the Project in accordance with the terms and provisions hereof, and of the Plan, the Note and the Security Agreement, in order to induce and cause the Company to provide the Project, thereby maintaining and increasing employment opportunities, and furthering the welfare of the residents of the City and the County and of the State; and (cd) That the execution and delivery of this Agreement will be valid and binding on the Board and that neither the execution nor delivery of the foregoing documents, nor the consummation of the transactions contemplated thereby, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, will violate any applicable law or conflict with or result in a breach of any of the terms, conditions, or provisions of any agreement or instrument to which the Board is now a party or by which it is bound; and (de) That there is no action, suit, proceeding or, to the Board’s knowledge, any inquiry or investigation at law or in equity or before or by any public board or body pending or, to the Board’s knowledge, threatened against or affecting the Board or the Board’s property, wherein an unfavorable decision, ruling or finding would have a material material, adverse effect on the validity or enforceability of this Agreement; and (ef) That the Board will not pledge the Net Available Increment or otherwise encumber from the sameProject other than to secure the Note.