51-96 Lakewood Hosp Lease - Laserfiche WebLink

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ARTICLE IX CERTAIN REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS Ck, y.. Section 9.1. Certain Representations, Warranties, Covenants and Agreements of The City represents and warrants that: (a) It is a municipal corporation and political subdivision in and of the State, duly organized and validly existing under the laws of the State. (b) It is not in violation of or in conflict with any provision of the laws of the State which would impair its ability to observe and perform its covenants, agreements and obligations under the Indentures and this Lease. (c) It has, and with respect to the Indentures had at the time of execution of the Indentures, full power and authority (i) to execute, deliver, observe and perform the Indentures and this Lease and all other instruments and documents executed and delivered by the City in connection with the Bonds and (ii) to enter into, observe and perform the transactions contemplated in the Indentures and this Lease and those other instruments and .documents. (d) It has duly authorized the execution, delivery, observance and performance of the Indentures and this Lease and the issuance and delivery of the Bonds issued pursuant to the Indentures. (e) It will not issue any additional Bonds pursuant to the Indentures unless requested in writing to do so by the Lessee. The City covenants and agrees that it will do all things in its power required of it to maintain its existence or to assure the assumption of its obligations under the Indentures and this Lease by any successor public body. Section 9.2. Certain Representations, Warranties, Covenants and A~reements of Lessee. The Lessee represents and warrants that: (a) The Lessee (i) is a nonprofit corporation duly organized and validly existing under the laws of the State, no pan of the net earnings of which inure or may inure lawfully to the benefit of any member or private individual, (ii) is in good standing under the laws of the State, (iii) is duly qualified to transact its business as now and as intended to be transacted by it, and to lease the Leased Premises, (iv) has duly accomplished all conditions necessary to be accomplished by it prior to the execution and delivery of this Lease and (v) is not in violation of or in confiiet with any provision of the laws of the State which would impair its ability to observe and perform its covenants, agreements and obligations under this Lease and all other instruments given to secure the Bonds issued pursuant to the Indentures. J[. (b) The Lessee has full power and authority (i) to own or lease, as · applicable, and operate its facilities, including without limitation, the Leased Premises, (ii) to execute, deliver, observe and perform this Lease and all other instruments and documents executed and delivered to satisfy conditions and provisions of the Indentures and the Bonds issued pursuant to the Indentures, (iii) to enter into, observe and perform the transactions contemplated in this Lease and those other instruments and documents. The Lessee has duly authorized the execution, delivery, observance and performance of this Lease and those other instruments and - 27 -