Township’s Representations and Warranties Sample Clauses

Township’s Representations and Warranties. Township represents and warrants to Optionee on the date hereof and through and including the exercise of the Option that: (a) Township is a municipality presently subsisting under the laws of the Commonwealth of Pennsylvania and is fully authorized to own and operate the Land in the manner in which the Land is currently operated. (b) This Agreement has been duly authorized, executed and delivered by Township and is a valid and binding obligation of Township. (c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) be in violation of Township’s ordinances, laws, or statutes, (ii) conflict with or result in a breach of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Township; or

Township’s Representations and Warranties. The Township represents and warrants, as of the date of this Agreement, that: (a) it is a municipal corporation duly established and organized under the laws of the Province of Ontario; (b) it has all necessary legal capacity, power and authority to enter into this Agreement and, subject only to the qualifications expressly provided in this Agreement, to carry out the provisions of this Agreement. (c) this Agreement has been duly authorized by a by-law enacted by the Council of the Township and all necessary steps have been taken to authorize the Township to execute and deliver this Agreement; (d) upon execution of this Agreement by the undersigned on behalf of the Township this Agreement will be valid and binding and enforceable in accordance with its terms; (e) neither the execution and delivery of this agreement nor the fulfilment of or compliance with the terms and conditions hereof: (i) conflicts with or will conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a default under the constating documentation of the Township; and (ii) conflicts in a material respect with or will conflict in a material respect with, or result in a material breach of any of the terms, conditions or provisions of or constitute material default under any material agreement, licence or other instrument to which the Township is a party or by which it is bound; and (f) to its knowledge after due inquiry, there are no actions, suits or proceedings pending or threatened against the Township which could reasonably be anticipated to materially adversely affect its ability to perform its obligations under this Agreement.