1998 039 Ordinance - Laserfiche WebLink

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1 Section 1.3. Certain Words and References. Any reference herein to the Director shall include those succeeding to the Director's functions, duties or responsibilities pursuant to or by operation of law or lawfully performing such functions. Any reference to a section or provision of the Constitution of the State or to the Act or to a section, provision, chapter or title of the Ohio Revised Code shall include such section, provision, chapter or title as from time to time amended. The terms "hereof," "hereby," "herein," "hereto," "hereunder" and similar terms refer to this Loan Agreement; and the term "heretofore" means before, and the term "hereafter" means after, the effective date of this Loan Agreement. Words of the masculine gender include the feminine and the neuter, and when the sense so indicates, words of the neuter gender may refer to any gender. ARTICLE II DETERMINATIONS AND REPRESENTATIONS Section 2.1. Determinations of the Director. Pursuant to the Act and on the basis of the representations and other information provided by the Village, the Director hereby determines that the financial assistance to be provided by the State pursuant to this Loan Agreement will conform to the requirements of the Act and will further implement the purposes of the Act by (i) encouraging public and private investment in transportation facilities that contribute to the multi- modal and intermodal transportation capabilities of the State; and (ii) improving the efficiency of the State transportation system by using and developing the particular advantages of each transportation mode to the fullest extent. Section 2.2. Representations Warranties and Covenants of the Village. The Village represents, warrants and covenants as follows: (a) The Village is an Ohio municipal corporation duly created under the laws of the State of Ohio. Under Section 13 of Article VIII of the Ohio Constitution, the Council of Mayfield Village has full power and authority to pass the Note Legislation and the Village has full power and authority to enter into the Loan Agreement and perform its obligations under and as contemplated in this Loan Agreement, the Note Legislation and the Note. (b) The Council of Mayfield Village has duly passed the Note Legislation (which has not been amended, rescinded or appealed and which remains in full force and effect), duly authorizing the signing, delivery and due performance of this Loan Agreement and the Note, and the taking of any action as may be required on the part of the Village to consummate the transactions contemplated in this Loan Agreement and in the Note. All necessary approvals of those transactions have been obtained; and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Village and there is no 7