Representations by County Sample Clauses
The 'Representations by County' clause sets out specific statements or assurances made by the county regarding its authority, capacity, or compliance with relevant laws in the context of an agreement. Typically, this clause requires the county to confirm that it has the legal power to enter into the contract, that all necessary approvals have been obtained, and that it is not in violation of any laws or regulations that would affect the agreement. By including these representations, the clause helps ensure that the other party can rely on the county's legal standing and compliance, thereby reducing the risk of disputes or contract invalidity due to misrepresentation.
Representations by County. The County makes the following representations:
(a) The County is a county and political subdivision of the Commonwealth of Virginia;
(b) The lease of the Leased Property to the County pursuant to this Lease Agreement will provide for the acquisition or has provided for the acquisition of certain capital projects that will serve functions which are essential to the proper operations of the County and the welfare of its residents;
(c) The County has full power and authority to enter into the Basic Agreements to which it is a party and to perform the transactions contemplated thereby and to carry out its obligations thereunder and by proper action has duly authorized, executed and delivered such Basic Agreements;
(d) The County is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in default under any instrument under or subject to which any indebtedness for borrowed money has been incurred, and no event has occurred and is continuing that with the lapse of time or the giving of notice, or both, would constitute or result in an event of default thereunder;
(e) The County is not in default under or in violation of, and the execution, delivery and compliance by the County with the terms and conditions of the Basic Agreements to which it is a party will not conflict with or constitute or result in a default under or violation of,
(1) any existing law, rule or regulation applicable to the County, or (2) any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the County or any of its assets is subject, and no event has occurred and is continuing that with the lapse of time or the giving of notice, or both, would constitute or result in such a default or violation;
(f) No further approval, consent or withholding of objection on the part of any regulatory body or any official, federal, state or local, is required in connection with the execution or delivery of or compliance by the County with the terms and conditions of the Basic Agreements to which it is a party;
(g) There is no litigation at law or in equity or any proceeding before any governmental agency involving the County pending or, to the knowledge of the County, threatened with respect to (1) the authority of the County to execute and deliver the Basic Agreements to which it is a party, (2) the validity or enforceability of such Basic A...
Representations by County. The County makes the following representations as the basis for its undertakings hereunder:
(a) The County is a political subdivision of the Commonwealth of Virginia and has the power to enter into this Agreement and perform its obligations hereunder. By proper action, the County has duly authorized the execution and delivery of this Agreement and the performance of its obligations hereunder.
(b) There is no litigation at law or in equity or any proceeding before any governmental agency involving the County pending or, to its knowledge, threatened against the County that would affect (i) its authority to execute and deliver this Agreement, (ii) the validity or enforceability of this Agreement or the performance of its obligations hereunder, (iii) the title of the County officer executing such instrument, (iv) any authority or proceedings related to the execution and delivery of this Agreement on behalf of the County, (v) the power to undertake the County Projects or (vi) the financial condition of County or its ability to make payments, subject to the provisions of Section [9], pursuant to Section [6(a)] in any material respect. No such authority or proceedings have been repealed, revoked, rescinded or amended, and all such authority and proceedings are in full force and effect.
(c) The County is not (i) in default in the payment of the principal of or interest on any of its indebtedness for borrowed money, (ii) in material violation of any existing Virginia law, rule or regulation applicable to it, or (iii) to its knowledge, in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the County is a party or by which it is bound or to which any of its assets is subject; and, to its knowledge, no event has occurred and is continuing under the provisions of any such agreement that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder.
(d) The execution and delivery of this Agreement and the performance by the County of its obligations hereunder do not and will not, in any material manner, conflict with, constitute a breach of or result in a violation of any agreement or other instrument to which the County is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jur...
Representations by County. Except for the warranties expressly set forth herein, and the express covenants of County set forth herein, there are no warranties given by the County to Corporation, expressed or implied, and all such warranties are hereby disclaimed by County and released by Corporation. County represents to Corporation that:
(a) The Facilities hereby conveyed to Corporation is free and clear of all liens, claims, encumbrances, options, charges, assessments, reservations, and restrictions.
(b) County warrants and represents that, at the same time of this conveyance, the Facilities meet all requirements of the County and all other state and governmental requirements.
(c) County represents that the Facilities have been constructed entirely within the dedicated county and public right-of-way, except for easements previously acquired by the County.
(d) County is in possession of Facilities and no objection to the location or use of the improvements or adverse claims of title to the lands, easements, rights-of-way, licenses, permits, or leases on which the improvements are situated are presently being asserted by any person or persons.
(e) There are no actions, suits, or proceedings pending or, to the knowledge of County, threatened or affecting the Facilities to be conveyed hereunder and there are no pending condemnation proceedings of which County is aware connected with the improvements being conveyed hereunder.
(f) This Agreement, the transactions contemplated herein, and the execution and delivery of this Agreement have been duly authorized by County.
(g) This Agreement, and the warranties, representations, and covenants contained herein, and the consummation of the transactions contemplated herein will not violate or constitute a breach of any contract or other agreement to which County is a party.
Representations by County. The County has carefully examined the plans, specifications, and special provisions or supplements thereto, if any, and is satisfied as to the requirements of the Agreement for the Project. The County has inspected the actual location of the proposed work and has investigated local or other sources of materials and supplies, and is satisfied as to all quantities and conditions and understands in signing this Agreement, it waives all right to plead any misunderstanding regarding the same. The County hereby declares it shall present no claim or demand against either the Secretary or the Federal Highway Administration (FHWA) for any cost or expense incurred or sustained in the performance of the work for nonparticipating costs, but shall bear and absorb the same out of the County’s road and bridge fund or any other County funds.