Issuer Findings and Representations Clause Samples

Issuer Findings and Representations. The Issuer hereby confirms its findings and represents that: (a) The Project qualifies as a “water development project” and a “development project” for the purposes of the Act, and is consistent with the public purposes of the Act. (b) The Project constitutes “waste water facilities” and “solid waste facilities” under the Act. (c) The Issuer has the necessary power under the Act, and has duly taken all action on its part required, to execute and deliver this Agreement and to undertake the refunding of the Refunded Bonds through the issuance of the Bonds. The execution and performance of this Agreement by the Issuer will not violate or conflict with any instrument by which the Issuer or its properties are bound. (d) The Issuer adopted the resolution authorizing the 1988 Penn Bonds on April 28, 1988; the 1988 OE Bonds on April 28, 1988; the 1988 Bonds on August 25, 1988; the 1990 Bonds on January 25, 1990; the 1997 Bonds on May 29, 1997; the 1999 Penn Bonds on September 30, 1999; the 1999 OE Bonds on September 30, 1999; the 2000 Bonds on February 24, 2000; and the Bonds on July 28, 2005 and August 25, 2005. (e) Following reasonable notice, a public hearing was held with respect to the issuance of the Bonds, as required by Section 147(f) of the Code.

Issuer Findings and Representations. The Issuer hereby confirms its findings and represents that: (a) The Issuer is a public body corporate and politic established in the Commonwealth of Pennsylvania pursuant to the laws of the Commonwealth of Pennsylvania (including the Act). Under the Act, the Issuer has the power to enter into the Indenture, the Purchase Agreement and this Agreement and to carry out its obligations thereunder and to issue the Bonds to finance the Project Facilities. (b) By adoption of the Resolutions at one or more duly convened meetings of the Issuer at which a quorum was present and acting throughout, the Issuer has duly authorized the execution and delivery of the Indenture, the Purchase Agreement and this Agreement and performance of its obligations thereunder and the issuance of the Bonds. Simultaneously with the execution and delivery of this Agreement, the Issuer has duly executed and delivered the Indenture and issued and sold the Bonds. (c) Based on representations and information furnished to the Issuer by or on behalf of the Company and the Local Entity, the Issuer has found that the Company is qualified to be a beneficiary of financing provided by the Issuer pursuant to the Act. (d) Based on representations and information furnished to the Issuer by or on behalf of the Company, the Issuer has found that the Project Facilities (i) will promote the public purposes of the Act, (ii) are located within the boundaries of the Commonwealth of Pennsylvania and within the boundaries of the county, city, town, borough or township which organized the Local Entity (or within the boundaries of the county in which such city, town, borough or township is located or in which such Local Entity is certified by The Pennsylvania Industrial Development Authority to act as an industrial development agency as defined in the Act), and (iii) will constitute a project within the meaning of the Act. (e) The Issuer has filed a Preliminary Allocation Request (“PAR”) for purposes of receiving an allocation of the tax-exempt bond authority of the Commonwealth of Pennsylvania and has received approval of the PAR from the Pennsylvania Department of Community and Economic Development (the “Department”), certifying approval of such allocation for the Project Facilities as required by Section 146 of the Code. The Issuer will simultaneously with the issuance of the Bonds deliver a Final Allocation Request to the Department to obtain a final confirmation of such allocation. (f) The Project Facilitie...

Issuer Findings and Representations. The Issuer hereby confirms its findings and represents that: (a) The financing and refinancing of the facilities comprising the Project Facilities will promote the public purposes of the Act. (b) The Issuer has the necessary power under the Act, and has duly taken all action required on its part, to execute and deliver this Agreement, to issue the Bonds and to cause the refunding of the 2004A Bonds. The execution, delivery and performance of this Agreement by the Issuer will not violate or conflict with any instrument to which the Issuer is a party or by which the Issuer or its properties are bound or any law to which the Issuer is subject. DMEAST #39742579 v10 (c) The Issuer is a public body corporate and politic and political subdivision of the State created under and in accordance with the Act. Under the Act, the Issuer has the power to enter into the Indenture, the Purchase Agreement and this Agreement and to carry out its obligations thereunder and to issue the Bonds to finance the Project Facilities. (d) The Issuer has authorized, by all necessary corporate action, the execution, delivery and due performance of this Agreement, the Indenture and the Bonds and any and all such other agreements and documents as may be required to be executed and delivered by the Issuer in order to carry out, give effect to and consummate the transactions contemplated by this Agreement, the Indenture and the Bonds. The Issuer has the necessary power under the Act and has duly taken all action required on its part, to execute and deliver this Agreement, the Indenture and to undertake the financing of the Project Facilities and to issue the Bonds. The execution and performance of this Agreement and the Indenture by the Issuer will not violate or conflict with any instrument to which the Issuer is a party or by which the Issuer or its properties are bound or any law to which the Issuer is subject. (e) Neither this Agreement nor any of the Revenues (as defined in the Indenture) have been pledged or hypothecated in any manner or for any purpose other than as provided in the Indenture as security for the payment of the Bonds.

Issuer Findings and Representations. The Issuer hereby confirms its findings and represents that: (a) The Project promotes the public purposes of the Act by maintaining employment and alleviating unemployment in the Commonwealth, and promotes the health, safety and general welfare of the people of the Commonwealth by reducing water and other pollution and contamination. (b) The Project constitutes “pollution control facilities” under the Act. (c) The Issuer has the necessary power under the Act, and has duly taken all action on its part required, to execute and deliver this Agreement and to undertake the refunding of the Refunded Bonds through the issuance of the Bonds. The execution and performance of this Agreement by the Issuer will not violate or conflict with any instrument by which the Issuer or its properties are bound. (d) The Issuer adopted the resolution authorizing the Refunded Bonds on June 6, 1996; and the Bonds on November 15, 2011. (e) The Refunded Bonds were issued on June 20, 1996.

Issuer Findings and Representations. (a) The Issuer has the necessary power under the Act, and has duly taken all action on its part required to authorize, execute and deliver the Agreement and to issue the Bonds. The execution and performance by the Issuer of its obligations under this Agreement will not violate or conflict with any instrument by which the Issuer or its properties are bound. (b) All of the proceedings approving the Agreement and the Indenture relating to the Bonds were conducted by the Issuer at meetings which complied with State law. (c) No member of the Board of Directors of the Issuer is directly or indirectly a party to or in any manner whatsoever interested in the Agreement, the Indenture, the Bonds or the proceedings related thereto.

Issuer Findings and Representations. (a) The Issuer has found that the Project and the financing thereof through issuance of the Bonds will promote the public purposes of the Act and the public welfare by encouraging and assisting the location, purchase, construction, reconstruction, modernization, improvement, maintenance, repair, furnishing, equipping and expansion by industrial and commercial enterprises of their facilities within the State and the alleviation and prevention of conditions of unemployment and be otherwise strengthening the economy of the State and its municipalities. (b) Based upon the advice of Bond Counsel, the Issuer has the necessary power under the Act, and has duly taken all action on its part required to authorize, execute and deliver the Agreement and to issue the Bonds. The execution and performance by the Issuer of its obligations under this Agreement will not violate or conflict with any instrument by which the Issuer or its properties are bound. (c) All of the proceedings approving the Agreement and the Indenture relating to the Bonds were conducted by the Issuer at meetings which complied with Act 267, Michigan Public Acts, 1976, as amended. (d) Any member of the Board of Directors of the Issuer who is directly or indirectly a party to or in any manner whatsoever interested in the Agreement, the Indenture, the Bonds or the proceedings related thereto abstained from participating in and voting in any proceedings relating to issuance of the Bonds.

Issuer Findings and Representations. The Issuer hereby confirms its findings and represents that: (a) The Project qualifies as a “pollution control facility” for the purposes of the Act, and is consistent with the public purposes of the Act. (b) The Project constitutes “pollution control facility” under the Act. (c) The Issuer has the necessary power under the Act, and has duly taken all action on its part required, to execute and deliver this Agreement and to undertake the refunding of the Refunded Bonds through the issuance of the Bonds. The execution and performance of this Agreement by the Issuer will not violate or conflict with any instrument by which the Issuer or its properties are bound.

Issuer Findings and Representations. The Issuer hereby confirms its findings and represents that: (a) The financing and refinancing of the facilities comprising the Project Facilities will promote the public purposes of the Act. (b) The Issuer has the necessary power under the Act, and has duly taken all action required on its part, to execute and deliver this Agreement, to issue the Bonds and to cause the refunding of the Prior Bonds. The execution, delivery and performance of this Agreement by the Issuer will not violate or conflict with any instrument to which the Issuer is a party or by which the Issuer or its properties are bound or any law to which the Issuer is subject. (c) The Issuer is a public body corporate and politic established in the State pursuant to the laws of the State (including the Act). Under the Act, the Issuer has the power to enter into the Indenture, the Purchase Agreement and this Agreement and to carry out its obligations thereunder and to issue the Bonds to finance the Project Facilities. (d) The Issuer has authorized, by all necessary corporate action, the execution, delivery and due performance of this Agreement, the Indenture and the Bonds and any and all such other agreements and documents as may be required to be executed and delivered by the Issuer in order to carry out, give effect to and consummate the transactions contemplated by this Agreement, the Indenture and the Bonds. The Issuer has the necessary power under the Act and has duly taken all action required on its part, to execute and deliver this Agreement, the Indenture and to undertake the financing of the Project Facilities and to issue the Bonds. The execution and performance of this Agreement and the Indenture by the Issuer will not violate or conflict with any instrument to which the Issuer is a party or by which the Issuer or its properties are bound or any law to which the Issuer is subject. (e) Neither this Agreement nor any of the Revenues (as defined in the Indenture) have been pledged or hypothecated in any manner or for any purpose other than as provided in the Indenture as security for the payment of the Bonds.

Issuer Findings and Representations. (a) The Issuer has the necessary power under the Act, and has duly taken all action on its part required to authorize, execute and deliver the Agreement and to issue the Bonds. The execution and performance by the Issuer of its obligations under this Agreement will not violate or conflict with any instrument by which the Issuer or its properties are bound. (b) All of the proceedings approving the Agreement and the Indenture relating to the Bonds were conducted by the Issuer at meetings which complied with Act No. ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇ amended. (c) No member of the Board of Directors of the Issuer is directly or indirectly a party to or in any manner whatsoever interested in the Agreement, the Indenture, the Bonds or the proceedings related thereto.