Arbitrage Representations and Elections Sample Clauses

Arbitrage Representations and Elections. In connection with the issuance of the Bonds, the Borrower hereby represents, certifies and warrants as follows: (a) The Borrower has entered into contracts with third parties for the acquisition, construction and equipping of the Facilities obligating an expenditure in excess of 5% of the Net Sale Proceeds of the Bonds and the Borrower will proceed with due diligence in completing the Facilities and in allocating the Net Sale Proceeds of the Bonds to such Expenditures. (b) The Borrower will use a reasonable, Consistently Applied Accounting Method to account for Gross Proceeds, Investments and Expenditures for the Bonds. The Borrower shall additionally use a Consistently Applied Accounting Method for allocating Proceeds of the Bonds to Expenditures, subject to the Current Outlay of Cash rule. (c) The Borrower shall not commingle Proceeds of the Bonds with any other funds. (d) In connection with the Bonds, there has not been created or established and the Borrower does not expect that there will be created or established, any sinking fund, pledged fund or similar fund (other than as specifically identified in the Indenture), including without limitation any arrangement under which money, securities or obligations are pledged directly or indirectly to secure the Bonds or any contract securing the Bonds or any arrangement providing for compensating or minimum balances to be maintained by the Borrower with any registered owner or credit enhancer of the Bonds. (e) The allocation of Net Proceeds of the Bonds to the reimbursement portion of the costs of the Facilities will be made as of and completed on the Date of Issuance. The declaration of official intent required by ss. 1.150-2 of the Regulations with respect to Net Proceeds of the Bonds used to reimburse the Borrower for certain Capital Expenditures made in connection with the Facilities is attached hereto as Exhibit D. (f) The Borrower reasonably expects that 85% of the Net Sale Proceeds of the Bonds will be used to complete the Facilities within three years of the Date of Issuance and not more than 50% of the Proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for four years or more. The Borrower reasonably expects that the Net Sale Proceeds of the Bonds deposited to the Project Fund will be expended in accordance with the schedule contained in the No Arbitrage Certificate executed and delivered by the Issuer in connection with the issuance and delivery...
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Arbitrage Representations and Elections. 16 Section 4.02.
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Arbitrage Representations and Elections. 18 Section 4.2. Arbitrage Compliance............................................20 Section 4.3. Calculation of Rebate Amount....................................20
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Arbitrage Representations and Elections. In connection with the issuance of the Series 2017 Bonds, the Corporation hereby represents, certifies, and warrants as follows: (a) The Corporation will use a reasonable, Consistently Applied Accounting Method to account for Gross Proceeds, Investments and Expenditures for the Series 2017 Bonds. The Corporation shall additionally use a Consistently Applied Accounting Method for allocating Proceeds of the Series 2017 Bonds to Expenditures, subject to the Current Outlay of Cash rule. (b) The Corporation shall not commingle Proceeds of the Series 2017 Bonds with any other funds, except amounts deposited by the Corporation in the Cost of Issuance Fund. (c) In connection with the Series 2017 Bonds, there has not been created or established and the Corporation does not expect that there will be created or established, any sinking fund, pledged fund, or similar fund (other than as specifically identified in the Indenture), including, without limitation, any arrangement under which money, securities, or obligations are pledged directly or indirectly to secure the Series 2017 Bonds or any contract securing the Series 2017 Bonds or any arrangement providing for compensating or minimum balances to be maintained by the Corporation with any owner or credit enhancer of the Series 2017 Bonds. (d) All Funds and Accounts established pursuant to the Indenture will be invested pursuant to the Issuer Tax Certificate and the Investment instructions delivered to the Trustee by the Corporation on the Date of Issuance. (e) The Corporation will not enter into and will not direct the Trustee to engage in any Abusive Arbitrage Devices.
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Arbitrage Representations and Elections. 16 Section 4.2.
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Arbitrage Representations and Elections. Section 4.02. Arbitrage Compliance Section 4.03. Calculation of Rebate Amount
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Arbitrage Representations and Elections. In connection with the issuance of the Bonds, the Borrower hereby represents, certifies and warrants as follows: (a) The Borrower has entered into contracts with third parties for the acquisition, construction and equipping of the Facilities obligating an expenditure in excess of 5% of the Net Sale Proceeds of the Bonds and the Borrower will proceed with due diligence in completing the Facilities and in allocating the Net Sale Proceeds of the Bonds to such Expenditures. (b) The Borrower will use a reasonable, Consistently Applied Accounting Method to account for Gross Proceeds, Investments and Expenditures for the Bonds. The Borrower shall additionally use a Consistently Applied Accounting Method for allocating Proceeds of the Bonds to Expenditures, subject to the Current Outlay of Cash rule.
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Arbitrage Representations and Elections. 7.1. The City must use a reasonable, Consistently Applied Accounting Method to account for Gross Proceeds, Investments and Expenditures allocable to the Lease. The City must additionally use a Consistently Applied Accounting Method for allocating Gross Proceeds of the Lease to Expenditures, subject to the Current Outlay of Cash rule. 7.2. The City may not commingle Proceeds of the Lease with any other moneys, funds or accounts owned, controlled or otherwise maintained by the City. 7.3. In connection with the Lease, there has not been established, and the City does not expect that there will be established, any sinking fund, pledged fund or similar fund (other than as specifically identified in this Tax Compliance Certificate), including, without limitation, any arrangement under which money, securities or obligations are pledged directly or indirectly to secure the Lease or any contract securing the Lease or any arrangement providing for compensating or minimum balances to be maintained by the City with the Assignee (or successor assignee under the Assignment) or any credit enhancer of the Lease. 7.4. The City covenants to not enter into or engage in any Abusive Arbitrage Devices. If the City invests any of the Gross Proceeds of the Lease in certificates of deposit or pursuant to an investment contract, the City will obtain certifications in the forms necessary to comply with the safe harbors for establishing the Fair Market Value thereof pursuant to Section 1.148-5(d) of the Regulations. 7.5. The City makes the following elections and other choices pursuant to the Regulations with respect to the Lease: (a) The City elects the bond year stated in the definition of Bond Year. (b) The City elects to avail itself of all unrestricted yield investments granted in the Regulations for temporary period, reasonably required reserve fund and Investments that are part of the Minor Portion. (c) The City elects to treat the last day of the fifth Bond Year (December 1, 2022) as the initial Installment Computation Date and the initial rebate payment date. The City elects to treat the last day of each subsequent fifth Bond Year as subsequent Installment Computation Dates and subsequent rebate payment dates. The City may change or adjust such dates as permitted by the Regulations. (d) The City does not expect that the operation of the Universal Cap will result in a reduction or reallocation of Gross Proceeds of the Lease, and the City (i) does not expect to pledge funds (o...
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Arbitrage Representations and Elections. In connection with the issuance or incurrence of the Bonds, Borrower hereby represents, certifies and warrants as follows: (a) Borrower has entered into contracts with third parties for the acquisition, construction and equipping of the Project obligating an expenditure in excess of 5% of the Net Sale Proceeds of the Bonds and Borrower will proceed with due diligence in completing the Project and in allocating the Net Sale Proceeds of the Bonds to such Expenditures. (b) Borrower will use a reasonable, Consistently Applied Accounting Method to account for Gross Proceeds, Investments and Expenditures for the Bonds. Borrower shall additionally use a Consistently Applied Accounting Method for allocating Proceeds of the Bonds to Expenditures, subject to the Current Outlay of Cash rule. (c) Borrower shall not commingle Proceeds of the Bonds with any other funds. (d) The allocation of Net Proceeds of the Bonds to the reimbursement portion of the costs of the Project will be made as of and completed on the Date of Issuance. The declaration of official intent required by Section 1.150-2 of the Regulations with
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Related to Arbitrage Representations and Elections

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. (viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. (ix) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.

  • Payee Representations For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • Representations and Warranties of the Owner Trustee The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that: (a) It is a national banking association duly formed and validly existing under the laws of the United States. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will (i) contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, (ii) constitute any default under its charter documents or bylaws, (iii) constitute any default under any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or (iv) result in the creation or imposition of any lien, charge or encumbrance on the Owner Trust Estate resulting from actions by or claims against the Owner Trustee which are unrelated to this Agreement or the other Basic Documents. (d) It has the power and authority to execute and deliver this Agreement; and the execution, delivery, and performance of this Agreement by it has been duly authorized by all necessary corporate action. (e) This Agreement constitutes the legal, valid, and binding obligation of the Owner Trustee, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

  • Representations and Warranties of Residential Funding The Company, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Assignment Agreement applicable to a Mortgage Loan. Insofar as the Assignment Agreement relates to the representations and warranties made by Residential Funding in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Master Servicer, the Trustee or the Custodian of a breach of any of the representations and warranties made in the Assignment Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Assignment Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (the Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify Residential Funding of such breach and request that Residential Funding either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that Residential Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. If a breach of the Compliance With Laws Representation has given rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to Section 4 of the Assignment Agreement, then the Master Servicer shall request that Residential Funding pay to the Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently with such payment. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee or the Custodian for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, if required pursuant to Section 2.01, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to Residential Funding on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Residential Funding shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, Residential Funding shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in the related Assignment Agreement, and the Company and the Master Servicer shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in this Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master Servicer shall be obligated to repurchase or substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase Event (as defined in the Assignment Agreement) has occurred pursuant to Section 4 of the Assignment Agreement. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Certificateholders in the month of substitution). Residential Funding shall deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any REMIC to fail to qualify as such at any time that any Certificate is outstanding. It is understood and agreed that the obligation of Residential Funding to cure such breach or purchase, or to substitute for, a Mortgage Loan as to which such a breach has occurred and is continuing and to make any additional payments required under the Assignment Agreement in connection with a breach of the Compliance With Laws Representation shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of Certificateholders. If the Master Servicer is Residential Funding, then the Trustee shall also have the right to give the notification and require the purchase or substitution provided for in the second preceding paragraph in the event of such a breach of a representation or warranty made by Residential Funding in the Assignment Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by Residential Funding, the Trustee shall assign to Residential Funding all of the Trustee's right, title and interest in respect of the Assignment Agreement applicable to such Mortgage Loan.