Representations and Covenants of the Issuer Clause Samples

Representations and Covenants of the Issuer. The Issuer represents that it is duly organized and existing under the Act, that it has duly accomplished all conditions precedent necessary to be accomplished by it prior to issuance and delivery of the Bonds and execution and delivery of this Agreement and the Indenture, that it is not in default under any of the provisions contained in the laws of the State or any agreement to which it is a party in any manner which would impair its ability to carry out its obligations hereunder, that it has power to enter into and perform the transactions contemplated by this Agreement and the Indenture, that it has been duly authorized to execute, deliver and perform this Agreement and the Indenture, and that it will not voluntarily take any action that would adversely affect its existence. The Issuer will not knowingly take any affirmative action or omit to take any action within its control, which act or omission will adversely affect the exclusion from gross income for federal income tax purposes of interest paid on the Bonds, and in the event it should unknowingly do so or omit to do so, will promptly upon having such event brought to its attention take such reasonable actions as may rescind or otherwise negate its unknowing action or omission.

Representations and Covenants of the Issuer. Section 6.1. General Limitation; Issuer's Representation. Section 6.2. Payment of Bonds and Performance of Covenants. Section 6.3.Enforcement of the Loan Agreement.

Representations and Covenants of the Issuer. (a) The Issuer represents and covenants that: (1) The Issuer is a public body corporate and politic constituting an instrumentality of the State duly organized and existing under the laws of the State. Under the provisions of the Act, the Issuer is authorized to enter into the transactions contemplated by this Loan Agreement and the Indenture and to carry out its obligations hereunder and thereunder. The Issuer has been duly authorized to execute and deliver this Agreement and the Indenture. (2) The Issuer covenants that it will not pledge the amounts derived from this Loan Agreement other than as contemplated by the Indenture. (b) All covenants, stipulations, promises, agreements and obligations of the Issuer set forth herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Issuer and not of any member, officer or employee of the Issuer in his or her individual capacity, and no recourse shall be had for the payment of the principal or redemption price of or interest on the Bonds or for any claim based thereon or hereunder against any member, officer or employee of the Issuer or any person executing the Bonds.

Representations and Covenants of the Issuer. The Issuer represents that (a) it is duly organized and validly existing under the Constitution and laws of the State, including the Act; (b) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the Bonds and the execution and delivery of this Agreement, the Indenture and the Tax Regulatory Agreement; (c) it is not in violation of or in conflict with any provisions of the laws of the State which would impair its ability to carry out its obligations contained in this Agreement, the Indenture or the Tax Regulatory Agreement; (d) it is empowered to enter into the transactions contemplated by this Agreement, the Indenture and the Tax Regulatory Agreement; (e) it has duly authorized the execution, delivery and performance of this Agreement, the Indenture and the Tax Regulatory Agreement; (f) to the best of its knowledge and belief, based upon the application submitted by the Company, and other representations made, information presented and testimony given by the Company, the Bonds will further the public purposes of the Act and of the Issuer; and (g) it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement, the Indenture and the Tax Regulatory Agreement by any successor public body.

Representations and Covenants of the Issuer. Section 6.01 Nonconsolidation .............................................11 Section 6.02 No Bankruptcy Petition Against the Company ...................12

Representations and Covenants of the Issuer. Section 3.01. Representations and Warranties of the Issuer....................25 Section 3.02. Affirmative Covenants of the Issuer.............................28 Section 3.03. Negative Covenants of the Issuer................................30 Section 3.04. Protection of Pledged Assets....................................31 Section 3.05. Opinions as to Pledged Assets...................................32 Section 3.06. Obligations Regarding Servicing of Receivables..................32 Section 3.07 Separate Corporate Existence of the Issuer......................33 TABLE OF CONTENTS (Continued)

Representations and Covenants of the Issuer. The Issuer makes the following representations as the basis for its covenants herein: (1) The Issuer is a body corporate and politic and public instrumentality duly organized and validly existing as such under the laws of the State of Wyoming. Under the provisions of the Act, the Issuer is authorized to enter into the Bond Purchase Agreement, the Indenture and this Financing Agreement and to carry out its obligations thereunder and hereunder. The Issuer has duly authorized the execution and delivery of the Bond Purchase Agreement, the Indenture and this Financing Agreement. (2) The Issuer will not pledge any of its rights under this Financing Agreement other than for purposes of transferring and/or assigning its rights and interest to the Trustee as contemplated by the Bond Purchase Agreement, the Indenture and the Security Documents. (3) The Bond will be issued, mature, bear interest, be redeemable and have other terms and provisions as provided for in the Bond Purchase Agreement, the Indenture and the Bond. (4) The acquisition, construction, development and equipping of the Project, the issuance and sale of the Bond, the execution and delivery of this Financing Agreement, and the performance of all covenants and agreements of the Issuer contained in the Bond, this Financing Agreement, the Bond Purchase Agreement and the Indenture, as well as the performance of all other acts and things required under the constitution and laws of the State of Wyoming to make the Bond, the Financing Agreement, the Bond Purchase Agreement and the Indenture valid and binding obligations of the Issuer in accordance with their terms are authorized by the Act and have been duly authorized by a Bond Resolution of the Issuer finally passed and adopted on November 12, 2013, by the affirmative vote of not less than a majority of the Commissioners. (5) The Issuer has not made, done, executed or suffered, and it warrants that it will not make, do, execute or suffer any act or thing whereby its interest in any property now or hereafter included in the Project, shall or may be impaired, charged or encumbered in any manner whatsoever except as expressly permitted by the terms of this Financing Agreement, the Bond Purchase Agreement and the Indenture. (6) To finance the Project, as presently estimated, in anticipation of the collection of the revenues thereof, the Issuer has duly authorized the Bond in the principal amount of $20,000,000 to be issued upon the terms set forth in the Bond ...

Representations and Covenants of the Issuer. 10 SECTION 6.01 NONCONSOLIDATION. 10 SECTION 6.02 NO BANKRUPTCY PETITION AGAINST THE COMPANY. 11

Representations and Covenants of the Issuer. Section 3.01. Representations and Warranties of the Issuer 26 Section 3.02. Affirmative Covenants of the Issuer 29