Representations of the City and the City Entities Sample Clauses

Representations of the City and the City Entities. The City and the City Entities make no representations, claims or warranties as to the physical or environmental condition of the Disposition Parcels, and the Disposition Parcels are conveyed in "as is" condition. In addition, the City and the City Entities make no representations, claims or warranties as to the subsurface conditions or nature of the subsoil, bedrock or any cribbing or decking beneath the Disposition Parcels. The City and the City Entities hereby do represent and warrant, with full knowledge that the Company shall rely on such representations and warranties, that: (i) the City and the City Entities have full power and authority to consummate the transactions contemplated hereby; (ii) this Agreement has been duly authorized by all necessary action on the part of the City and the City Entities, as the case may be, has been duly executed and delivered by the City and the City Entities, as the case may be, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (a) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or such as are Governmental Approvals to be obtained, (b) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the City or the City Entities (except, and to the extent, that any of the same are to be modified through governmental approvals as contemplated herein), or (c) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of the City or the City Entities under any indenture, mortgage, deed of trust, bank loan or credit agreement, or any other Agreement or instrument to which the City or the City Entities is a party, specifically including any covenants of any bonds, notes or other forms of indebtedness of the City or the City Entities outstanding on the date hereof; and
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Related to Representations of the City and the City Entities

  • Representations and Warranties of the City The City makes the following representations and warranties:

  • Representations of the District The District represents, covenants and warrants to the Developer as follows:

  • Representations and warranties of the Contractor (i) The Contractor represents and warrants to the Authority that:

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • Representations and Warranties of the Concessionaire The Concessionaire represents and warrants to the Authority that:

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • Representations and Warranties of the Corporation The Corporation hereby represents and warrants to the Purchaser as follows:

  • Representations of Members (Check if Applicable) ☐ - MULTI-MEMBER: Each of the Members represents, warrants and agrees that the Member is acquiring the interest in the Company for the Member’s own account for investment purposes only and not with a view to the sale or distribution thereof; the Member, if an individual, is over the age of 21; if the Member is an organization, such organization is duly organized, validly existing and in good standing under the laws of its State of organization and that it has full power and authority to execute this Agreement and perform its obligations hereunder; the execution and performance of this Agreement by the Member does not conflict with, and will not result in any breach of, any law or any order, writ, injunction or decree of any court or governmental authority against or which binds the Member, or of any agreement or instrument to which the Member is a party; and the Member shall not dispose of such interest or any part thereof in any manner which would constitute a violation of the Securities Act of 1933, the Rules and Regulations of the Securities and Exchange Commission, or any applicable laws, rules or regulations of any State or other governmental authorities, as the same may be amended.

  • Obligations of the City A. The City agrees to give the Contractor access to the Project area and other City- owned properties as required to perform the necessary Services under this Agreement.

  • Representations of the Developer The Developer represents, covenants and warrants to the District as follows:

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