Common use of Issuer Representations Clause in Contracts

Issuer Representations. The Issuer represents that, as of the date of this Bond Purchase Agreement: (a) Each of the representations of the Issuer in the Lease and the Indenture is true and correct as if made on and as of the date of this Bond Purchase Agreement. (b) Pursuant to Ordinance duly adopted by the City Council, the governing body of the Issuer (the “Governing Body”), on [January 28, 2021] (the “Bond Ordinance”), the Issuer duly authorized and approved (i) the execution and delivery by the Issuer of the Bond Documents and the performance by the Issuer of its obligations under the Bond Documents, and (ii) the issuance, execution and delivery of the Bonds. The Bond Ordinance is in full force and effect and has not been amended, modified or repealed. (c) The Issuer is duly authorized under the Constitution and laws of the State of New Mexico (the “State”) to issue the Bonds and to execute, deliver and perform its obligations under the Bond Documents and the Bonds, to pledge the security described in the Indenture and pledged thereby in the manner and to the extent therein set forth; all actions required of the Issuer for the issuance of the Bonds and the execution and delivery of, and the performance of its obligations under, the Bond Documents and the Bonds have been duly and effectively taken; at or prior to the Closing Date, the Bond Documents will be executed and delivered by the Issuer and, assuming the due authorization and execution thereof by the other parties thereto, and based on the opinion of ▇▇▇▇▇, Dickason, Sloan, Akin & ▇▇▇▇, P.A. (“Bond Counsel”), the Bond Documents will be legal, valid and binding special, limited obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as may be limited by insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity, and shall be executed and delivered by the authorized officers of the Issuer; and based upon the opinion of Bond Counsel, the Bonds, when issued, delivered and paid for as herein provided, will constitute the legal, valid and binding special, limited obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as may be limited by insolvency, bankruptcy, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity. (d) To the Issuer’s knowledge and belief, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body or other governmental authority pending, with respect to which the Issuer has received service of process, or threatened against or affecting it wherein an unfavorable decision, ruling or finding could adversely affect the transactions contemplated by this Bond Purchase Agreement, or which in any way raises any question concerning the validity of the Bonds or the Bond Documents, nor to the best knowledge and belief of the Issuer is there any basis therefor. (e) To the Issuer’s knowledge and belief and without having undertaken any specific investigation, the execution, delivery and performance by the Issuer of the Bond Documents and the Bonds do not and will not violate any order, injunction, ruling or decree by which the Issuer is bound, and do not and will not constitute a breach of or a default under any agreement, indenture, mortgage, lease, note or other obligation, instrument or arrangement to which the Issuer is a party or by which the Issuer or any of its property is bound, or contravene or constitute a violation of any law, rule or regulation to which the Issuer or any of its property is subject, and no approval or other action by, or filing or registration with, any governmental authority or agency is required in connection therewith which has not been previously obtained or accomplished (except that the Issuer makes no representation as to compliance with state securities or “Blue Sky” laws or the securities laws of the United States and as to any permits, governmental permissions, including environmental clearances, rights and licenses as may be necessary for the acquisition, construction, renovation, installation, equipping and operation of the Project, as to which no representation or warranty or covenant is made). (f) The statements contained in any certificate provided under this Bond Purchase Agreement and signed and delivered to the Purchaser by any authorized official of the Issuer will be deemed a representation by the Issuer to the Purchaser.

Issuer Representations. The Issuer represents that, makes the following representations as of the date of this Bond Purchase Agreementbasis for the undertakings on its part herein contained: (a) Each The Issuer is a public body, corporate and politic, organized and existing under the laws of the representations of State. The Issuer has all necessary power and authority to issue the Issuer in Bonds and to execute and deliver this Loan Agreement, the Lease Indenture, and the Indenture other documents to which it is true a party, and correct as if made on to perform its duties and as of the date of this Bond Purchase Agreementdischarge its obligations hereunder and thereunder. (b) Pursuant Each of the documents and agreements to Ordinance which the Issuer is a party (the “Issuer Documents”) has been duly adopted validly authorized, executed and delivered by the City CouncilIssuer and, assuming due authorization, execution and delivery by the governing body other parties thereto, constitutes the legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and general equitable principles. (c) To the “Governing Body”), on [January 28, 2021] (best knowledge of the “Bond Ordinance”)Issuer, the Issuer duly authorized has complied with the provisions of the Act and approved the laws of the State which are prerequisites to the consummation of the transactions on the part of the Issuer described or contemplated in the Issuer Documents. To the best knowledge of the Issuer, the execution and delivery of the Bonds and the Issuer Documents, the consummation of the transactions on the part of the Issuer contemplated thereby and the fulfillment of or compliance with the terms and conditions thereof do not conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which the Issuer is now a party or by which it is bound, nor do they constitute a default under any of the foregoing. (id) To the best knowledge of the Issuer, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Issuer of the Bond Documents of, and the performance by the Issuer of its obligations under the Bond Issuer Documents, and (ii) the issuance, execution and delivery of the Bonds. The Bond Ordinance is in full force and effect and which has not been amended, modified or repealedobtained as of the Closing Date. (ce) The Issuer is duly authorized under To the Constitution and laws of the State of New Mexico (the “State”) to issue the Bonds and to execute, deliver and perform its obligations under the Bond Documents and the Bonds, to pledge the security described in the Indenture and pledged thereby in the manner and to the extent therein set forth; all actions required of the Issuer for the issuance of the Bonds and the execution and delivery of, and the performance of its obligations under, the Bond Documents and the Bonds have been duly and effectively taken; at or prior to the Closing Date, the Bond Documents will be executed and delivered by the Issuer and, assuming the due authorization and execution thereof by the other parties thereto, and based on the opinion of ▇▇▇▇▇, Dickason, Sloan, Akin & ▇▇▇▇, P.A. (“Bond Counsel”), the Bond Documents will be legal, valid and binding special, limited obligations best knowledge of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as may be limited by insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity, and shall be executed and delivered by the authorized officers of the Issuer; and based upon the opinion of Bond Counsel, the Bonds, when issued, delivered and paid for as herein provided, will constitute the legal, valid and binding special, limited obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as may be limited by insolvency, bankruptcy, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity. (d) To the Issuer’s knowledge and belief, there is no action, suit, proceeding, inquiry or investigation at law pending or in equity threatened against the Issuer by or before or by any court, governmental agency or public board or body body, nor, to the Issuer’s knowledge, any basis therefor, which (i) affects or other governmental authority pending, with respect to which questions the existence or the territorial jurisdiction of the Issuer has received service or the title to office of processany member of the governing body of the Issuer; (ii) affects or seeks to prohibit, restrain or threatened against enjoin the execution and delivery of any documents or affecting it wherein an unfavorable decisionthe issuance, ruling execution or finding could adversely affect delivery of the Bonds, as applicable; (iii) affects or questions the validity or enforceability of the Bonds; or (iv) questions the power or authority of the Issuer to perform its obligations under the Bonds or to carry out the transactions contemplated by this Bond Purchase Agreement, or which in any way raises any question concerning the validity of the Bonds or the Bond Documents, nor to the best knowledge and belief of the Issuer is there any basis thereforDocuments. (e) To the Issuer’s knowledge and belief and without having undertaken any specific investigation, the execution, delivery and performance by the Issuer of the Bond Documents and the Bonds do not and will not violate any order, injunction, ruling or decree by which the Issuer is bound, and do not and will not constitute a breach of or a default under any agreement, indenture, mortgage, lease, note or other obligation, instrument or arrangement to which the Issuer is a party or by which the Issuer or any of its property is bound, or contravene or constitute a violation of any law, rule or regulation to which the Issuer or any of its property is subject, and no approval or other action by, or filing or registration with, any governmental authority or agency is required in connection therewith which has not been previously obtained or accomplished (except that the Issuer makes no representation as to compliance with state securities or “Blue Sky” laws or the securities laws of the United States and as to any permits, governmental permissions, including environmental clearances, rights and licenses as may be necessary for the acquisition, construction, renovation, installation, equipping and operation of the Project, as to which no representation or warranty or covenant is made). (f) The statements contained in any certificate provided under this Bond Purchase Agreement and signed and delivered to the Purchaser by any authorized official of the Issuer will be deemed a representation by the Issuer to the Purchaser.

Issuer Representations. The Issuer represents that, as of the date of this Bond Purchase Agreement: (a) Each of the representations of the Issuer in the Lease and the Indenture is true and correct as if made on and as of the date of this Bond Purchase Agreement. (b) Pursuant to Ordinance No. 2018- , duly adopted by the City Council, the governing body Board of County Commissioners of the Issuer on February 13, 2018 (the “Governing Body”), on [January 28, 2021] (the “Series 2018 Bond Ordinance”), the Issuer has duly authorized and approved (i) the execution and delivery by the Issuer of the Series 2018 Bond Documents and the performance by the Issuer of its obligations under the Series 2018 Bond Documents, and (ii) the issuance, execution and delivery of the BondsSeries 2018 Bond. The Series 2018 Bond Ordinance is in full force and effect and has not been amended, modified modified, repealed or repealedrescinded. (c) The Issuer is duly authorized under the Constitution and laws of the State of New Mexico (the “State”) to issue the Bonds Series 2018 Bond and to execute, deliver and perform its obligations under the Series 2018 Bond Documents and the BondsSeries 2018 Bond, to pledge the security described in the Indenture and pledged thereby in the manner and to the extent therein set forth; all actions required of the Issuer for the issuance of the Bonds Series 2018 Bond and the execution and delivery of, and the performance of its obligations under, the Series 2018 Bond Documents and the Bonds Series 2018 Bond have been duly and effectively taken; at on or prior to before the Closing Date, the Series 2018 Bond Documents will shall be executed duly executed, issued and delivered by the Issuer and, assuming the due authorization and execution thereof by the other parties thereto, and based on the opinion of ▇▇▇▇▇, Dickason, Sloan, Akin ▇▇ & ▇▇▇▇▇▇, P.A. (“L.L.C., Bond Counsel”), the Series 2018 Bond Documents will shall be legal, valid and binding binding, special, limited obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as may be limited by insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally generally, and the general principles of equity, and shall be have been duly executed and delivered by the authorized officers of the Issuer; Issuer and based upon the opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.C., Bond Counsel, the BondsSeries 2018 Bond, when issued, delivered and paid for as herein provided, will shall constitute the legal, valid and binding special, limited obligations obligation of the Issuer, enforceable against the Issuer in accordance with their its terms, except as may be limited by insolvency, bankruptcy, reorganization, moratorium or similar other laws affecting the enforcement of creditors’ rights generally and general principles of equity. (d) To the Issuer’s knowledge and belief, there There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body or other governmental authority pending, with respect to which the Issuer has received service of process, or or, to the best knowledge of the Issuer, threatened against or affecting it wherein an unfavorable decision, ruling or finding could adversely affect the transactions contemplated by this Bond Purchase Agreement, or which in any way raises any question concerning the validity of the Bonds Series 2018 Bond or the Series 2018 Bond Documents, nor to the best knowledge and belief of the Issuer is there any basis therefor. (e) To the Issuer’s best of the knowledge and belief of the Issuer and without having undertaken any specific investigation, the execution, delivery and performance by the Issuer of the Series 2018 Bond Documents and the Bonds do Series 2018 Bond does not and will not violate any order, injunction, ruling or decree by which the Issuer is bound, and do does not and will not constitute a breach of or a default under any agreement, indenture, mortgage, lease, note or other obligation, instrument or arrangement to which the Issuer is a party or by which the Issuer or any of its property is bound, or contravene or constitute a violation of any law, rule or regulation to which the Issuer or any of its property is subject, and no approval or other action by, or filing or registration with, any governmental authority or agency is required in connection therewith which has not been previously obtained or accomplished (except that the Issuer makes no representation as to compliance with state securities or “Blue Sky” laws or the securities laws of the United States and or as to any permits, governmental permissions, including environmental clearances, rights and licenses as may be necessary for the acquisition, construction, renovation, installation, equipping construction and operation of the Series 2018 Project, as to which no representation or warranty or covenant is made). (f) The statements contained in any certificate provided under this in connection with the issuance of the Series 2018 Bond Purchase Agreement and signed and delivered to the Purchaser by any authorized official of the Issuer will be deemed a representation and warranty by the Issuer to the Purchaser.

Issuer Representations. The Issuer represents that, as of the date of this Bond Purchase Agreement: (a) Each of the representations of the Issuer in the Lease Agreement dated as of September 1, 2005 (the “Lease” and, together with the Indenture and this Bond Purchase Agreement, the “Bond Documents”) and the Indenture is true and correct as if made on and as of the date of this Bond Purchase Agreement. (b) Pursuant to Ordinance an ordinance duly adopted by the City Council, the governing body County Commission of the Issuer (the “Governing Body”)on August 23, on [January 28, 2021] 2005 (the “Bond Ordinance”), the Issuer duly authorized and approved (i) the execution and delivery by the Issuer of the Bond Documents and the performance by the Issuer of its obligations under the Bond Documents, and (ii) the issuance, execution and delivery of the Bonds. The Bond Ordinance is in full force and effect and has not been amended, modified or repealed. (c) The Issuer is duly authorized under the Constitution and laws of the State of New Mexico (the “State”) to issue the Bonds and to execute, deliver and perform its obligations under the Bond Documents and the Bonds, to pledge the security described in the Indenture and pledged thereby in the manner and to the extent therein set forth; based on the opinion of Bond Counsel, all actions required of the Issuer for the issuance of the Bonds and the execution and delivery of, and the performance of its obligations under, the Bond Documents and the Bonds have been duly and effectively taken; at or prior to the Closing Date, the Bond Documents will be executed have been duly executed, issued and delivered by the Issuer and, assuming the due authorization and execution thereof by the other parties thereto, are valid, binding and based on the opinion of ▇▇▇▇▇, Dickason, Sloan, Akin & ▇▇▇▇, P.A. (“Bond Counsel”), the Bond Documents will be legal, valid and binding special, limited obligations enforceable agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as the enforceability thereof may be limited by insolvency, bankruptcy, reorganization, moratorium insolvency or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity, and shall be executed and delivered by the authorized officers of the Issuer; and and, based upon on the opinion of Bond Counsel, the BondsBonds have been duly authorized, when issuedexecuted, issued and delivered and paid for as herein providedconstitute, and in the hands of the Purchaser will constitute the legalconstitute, valid and binding special, limited obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as the enforceability thereof may be limited by insolvency, bankruptcy, reorganization, moratorium insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity. (d) To the Issuer’s knowledge and belief, there There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body or other governmental authority pending, with respect to which the Issuer has received service of process, or or, to the knowledge of the Issuer, threatened against or affecting it wherein an unfavorable decision, ruling or finding could adversely affect the transactions contemplated by this Bond Purchase Agreement, or which in any way raises any question concerning the validity of the Bonds or the Bond Documents, nor to the best knowledge and belief of the Issuer is there any basis therefor. (e) To the Issuer’s knowledge and belief and without having undertaken any specific investigation, the The execution, delivery and performance by the Issuer of the Bond Documents and the Bonds do not and will not violate any order, injunction, ruling or decree by which the Issuer is bound, and do not and will not constitute a breach of or a default under any agreement, indenture, mortgage, lease, note or other obligation, instrument or arrangement to which the Issuer is a party or by which the Issuer or any of its property is bound, or contravene or constitute a violation of any law, rule or regulation to which the Issuer or any of its property is subject, and no approval or other action by, or filing or registration with, any governmental authority or agency is required in connection therewith which has not been previously obtained or accomplished (except that the Issuer makes no representation as to compliance with state securities or “Blue Sky” laws or the securities laws of the United States and as to any permits, governmental permissions, including environmental clearances, rights and licenses as may be necessary for the acquisition, construction, renovation, installation, equipping construction and operation of the Project, as to which no representation or warranty or covenant is made). (f) The statements contained in any certificate provided under this Bond Purchase Agreement and signed and delivered to the Purchaser by any authorized official of the Issuer will be deemed a representation and warranty by the Issuer to the Purchaser.