Representations by Issuer Clause Samples

Representations by Issuer. Issuer represents and warrants that: (a) Issuer is a municipal corporation organized and existing under the laws of the State of Indiana. Under the provisions of the Act, the Issuer is authorized to enter into the transactions contemplated by this 2024D Loan Agreement and to carry out its obligations hereunder. Issuer has been duly authorized to execute and deliver this 2024D Loan Agreement. Issuer agrees that it will do or cause to be done all things within its control and necessary to preserve and keep in full force and effect its existence. (b) Issuer agrees to provide funds from the issuance of the Series 2024D Bonds to loan to the Borrower for financing of the Financed Project Costs for the benefit of the holders of the Bonds, to create additional employment opportunities in the Issuer and to benefit the health, safety, morals and general welfare of the citizens of the Issuer and the State of Indiana, and to secure the Bonds by pledging certain of its rights and interest in this 2024D Loan Agreement and the Series 2024D Note to the Trustee. (c) The Issuer represents that the Lease Rentals under the Leases are payable from the Special Tax Revenues, or at the Redevelopment Commission’s option, any other revenues legally available to the Redevelopment Commission, including the TIF Revenues. (d) The Issuer represents that the Series 2024D Note will be assigned to the Trustee pursuant to the 2024D Indenture, and that no further assignment is contemplated by the Issuer, since the Issuer recognizes that the Series 2024D Note has not been registered under the Securities Act of 1933.

Representations by Issuer. The Issuer represents that: (a) The Issuer is a political subdivision duly organized and existing under the laws of the State of Kansas. Under the provisions of the Act, the Issuer has lawful power and authority to enter into the transactions contemplated by this Base Lease and to carry out its obligations hereunder. The Issuer has been duly authorized to execute and deliver this Base Lease, acting by and through its duly authorized officers. The Issuer agrees that it will do or use its best efforts to cause to be done all things necessary to preserve and keep in full force and effect the Issuer’s existence. (b) The Issuer is authorized, and has taken all necessary action, to issue the Series 2023 Bonds to provide funds for the financing of the Project including the Improvements and the acquisition of a leasehold interest in the Project as described on Schedule I attached hereto, and proposes by the Lease to sublease the Project to the Company. (c) No member of the governing body or any officer of the Issuer has any significant or conflicting interest, financial, employment or otherwise, in the Company or in the transactions contemplated hereby.

Representations by Issuer. Issuer represents and warrants that: (a) Issuer is a municipal corporation organized and existing under the laws of the State of Indiana. Under the provisions of the Act, the Issuer is authorized to enter into the transactions contemplated by this Financing Agreement and to carry out its obligations hereunder. (b) Issuer agrees to provide funds from the issuance of the Series 2022 Bonds for financing the construction of the Project for the benefit of the holders of the Bonds, to retain existing employment opportunities in the Town and to benefit the health, safety, morals and general welfare of the citizens of the Town and the State of Indiana, and to secure the Bonds by pledging certain of its rights and interest in this Financing Agreement. (c) This Financing Agreement has been duly executed and delivered by the Issuer and, assuming due execution by the Company, constitutes the legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general.

Representations by Issuer. The Issuer represents and warrants that: (a) The Issuer is a municipal corporation organized and existing under the laws of the State of Kansas. Under the provisions of the Act, the Issuer has lawful power and authority to enter into the transactions contemplated by this Base Lease Agreement and to carry out its obligations hereunder. The Issuer has been duly authorized to execute and deliver this Base Lease Agreement, acting by and through its duly authorized officers. The Issuer agrees that it will do or use its best efforts to cause to be done all things necessary to preserve and keep in full force and effect the Issuer’s existence. (b) The Issuer is authorized, and has taken all necessary action, to issue the Bonds to provide funds for the purposes set forth in the Bond Indenture, and proposes by the Lease Agreement to sublease the Project to the Company. (c) No member of the governing body of the Issuer or any other officer of the Issuer has any significant or conflicting interest, financial, employment or otherwise, in the Company or in the transactions contemplated hereby.

Representations by Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein contained: (a) The Issuer is a governmental agency, body politic and corporate of the State of Texas, existing as a conservation and reclamation district pursuant to the Issuer Act, and a "river authority" and an "issuer" within the definitions set forth in the Acts. (b) The Issuer has the legal power under the Acts to enter into the transactions contemplated by this Agreement, the Indenture and the Bond Resolution and to carry out its obligations hereunder and thereunder, including the issuance and delivery of the Bonds, and to adopt and perform the Bond Resolution; and each such instrument is a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, or other laws now or hereafter in effect relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Issuer has been duly authorized to execute, deliver and perform its obligations under this Agreement and the Indenture, and to adopt and perform the Bond Resolution by proper action of the Board. (c) The Issuer officially finds and determines that each Project constitutes "control facilities" within the meaning of Chapter 383 and "disposal systems" within the meaning of Chapter 30 and a "public utility" within the meaning of Article 717q. (d) The Issuer, by carrying out the purposes of the Acts as provided in this Agreement, will be performing an essential public function under the Texas Constitution. (e) The Issuer is not in default under any of the provisions of the laws of the State which would impair, interfere with, or otherwise adversely affect the ability of the Issuer to make and perform the provisions of this Agreement, the Indenture, or the Bonds. (f) There are no actions, suits, proceedings, inquiries or investigations pending or to the knowledge of the Issuer threatened, against or affecting the Issuer in any court or before any governmental authority or arbitration board or tribunal, which involve the possibility of materially and adversely affecting the transactions contemplated by this Agreement or the Indenture or which, in any way, would adversely affect the validity or enforceability of the Bonds, the Indenture or...

Representations by Issuer. Issuer represents and warrants that: (a) The Issuer is a municipality duly organized and validly 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 Financing Agreement and to carry out its obligations hereunder. The Issuer has been duly authorized to execute and deliver this Financing Agreement. (b) The Issuer agrees to provide funds from the issuance of the Series 2019 Bonds for financing the construction and equipping of the Project, to the end that industry and the economy may be diversified and job opportunities promoted. (c) The Issuer covenants to seek the Annual Appropriation of General Revenues as set forth in Section 4.6(a) of the Indenture. (d) The Issuer covenants that it will timely pay the TIF Revenues (junior and subordinate to the Outstanding Obligations (as to the pledge of CCW Tax Increment)) and Taxpayer Payments to the Trustee as provided in the Indenture. The Issuer represents and warrants that the TIF Pledge Resolution of the Redevelopment Commission was validly adopted and constitutes a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms.

Representations by Issuer. Issuer represents and warrants that: (a) Issuer is a municipal corporation organized and existing under the laws of the State of Indiana. Under the provisions of the Act, the Issuer is authorized to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. Issuer has been duly authorized to execute and deliver this Agreement. Issuer agrees that it will do or cause to be done all things within its control and necessary to preserve and keep in full force and effect its existence. (b) Issuer agrees to issue the Series 2016 Bonds to assist the WLCDC in financing the construction of the Project, to create additional employment opportunities in West Lafayette, Indiana, and to benefit the health, safety, morals and general welfare of the citizens of West Lafayette and the State of Indiana, and to secure the Bonds by pledging certain of its rights and interest in this Agreement and the Series 2016 Note to the Trustee. (c) The Issuer represents that the Series 2016 Note will be assigned to the Trustee pursuant to the Indenture, and that no further assignment is contemplated by the Issuer, since the Issuer recognizes that the Series 2016 Note has not been registered under the Securities Act of 1933. (d) The 231 Purdue Economic Development Allocation Area and the Levee/Village Redevelopment Allocation Area have been properly created as “allocation areas” pursuant to Indiana Code 36-7-14-39. The TIF 1 Revenues, the TIF 2 Revenues and the Special Benefits Tax Revenues (as defined in the Indenture) for the Levee/Village Redevelopment Area have been properly and legally pledged by the Redevelopment Commission to the payment of the Sublease rentals. (e) Pursuant to the Assignment of Rents, the Sublease Revenues have been properly and legally pledged by the WLCDC to the payment of the Series 2016 Bonds. (f) In connection with the execution, delivery and performance by the Issuer of this Agreement, the Issuer has complied with all applicable federal, state and local laws and regulations. (g) The execution by the WLCDC of this Agreement and the Series 2016 Note will not result in the creation of any liens on the property of the WLCDC (it being understood, however, that failure of the WLCDC to pay property taxes may independently result in the imposition of liens on the WLCDC’s property). (h) This Agreement has been duly executed and delivered by the Issuer and constitute the legal, valid and binding agreement of the Issuer, enforc...

Representations by Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein contained: (a) The Issuer is a nonstock, nonprofit industrial development corporation organized and existing under the laws of the State, including particularly, the Act. The Issuer has all requisite power and authority under the Act (i) to adopt the Bond Resolution, (ii) to issue the Bonds, and (iii) to enter into, and perform its obligations under, this Agreement and the Indenture. (b) The Issuer is a duly constituted authority and public instrumentality of the Governmental Unit, a political subdivision of the State, within the meaning of the Regulations and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Code, and the Issuer is functioning and acting solely on behalf of the Governmental Unit. (c) There are no actions, suits, proceedings, inquiries or investigations pending or to the knowledge of the Issuer threatened, against or affecting the Issuer in any court or before any governmental authority or arbitration board or tribunal, which involve the possibility of materially and adversely affecting the transactions contemplated by this Agreement or the Indenture or which, in any way, would adversely affect the validity or enforceability of the Bonds, the Indenture or this Agreement or the ability of the Issuer to perform its obligations under the Indenture or this Agreement. (d) The adoption of the Bond Resolution, the issuance and sale of the Bonds and the execution and delivery by the Issuer of this Agreement and the Indenture, and the compliance by the Issuer with all of the provisions of each thereof and of the Bonds (i) are within the powers and authority of the Issuer, (ii) have been done in full compliance with the provisions of the Act, are legal and will not conflict with or constitute on the part of the Issuer a violation of or a breach of or default under, or result in the creation of any lien, charge or encumbrance upon any property of the Issuer (other than as contemplated by this Agreement and the Indenture) under the provisions of, any charter instrument, by-law, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the Issuer is a party or by which the Issuer is bound, or any license, judgment, decree, law, statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or ...

Representations by Issuer. The Issuer makes the following representations: (a) The Issuer is a political subdivision of the State of West Virginia and has the power to enter into the Financing Instruments to which it is a party and the transactions contemplated thereby and to perform its obligations thereunder, to issue the Bonds to refund the Prior Bonds, and to assign the Note to the Trustee. (b) By proper action in the form of resolutions adopted by The County Commission of ▇▇▇▇▇▇▇▇ County, West Virginia, the Issuer has duly authorized the execution and delivery of the Financing Instruments to which it is a party, and the Bonds, the performance of its obligations thereunder and the issuance of the Bonds and, simultaneously with the execution and delivery of this Financing Agreement, the Issuer has duly executed and delivered the Financing Instruments to which it is a party and issued and sold the Bonds. (c) To the best of its knowledge, the Issuer is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in default under any instrument under or subject to which any indebtedness for borrowed money has been incurred, and no event has occurred and is continuing under the provisions of any such instrument that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder; provided, however, that no representation is expressed concerning previously issued revenue bonds for private parties under the Act, the status of which have no adverse effect on the Issuer's power or authority to carry out the transactions contemplated by this Financing Agreement. (d) The Issuer is not (1) in violation of the Act or any existing law, rule or regulation applicable to it or (2) in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which any of its assets are subject; provided, however, that no representation is expressed concerning previously issued revenue bonds for private parties under the Act, the status of which have no adverse effect on the Issuer's power or authority to carry out the transactions contemplated by this Financing Agreement. The execution and delivery by the Issuer of the Financing Instruments to which it is a party and the Bonds and the compliance with the terms and conditions thereof will not conflict with or result in the breach of or constitute a default un...