Common use of Representations by Issuer Clause in Contracts

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 this Agreement or the ability of the Issuer to perform its obligations under the Indenture or this Agreement. (g) 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 Acts, 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 properties, and (iii) have been duly authorized by all necessary action on the part of the Issuer. (h) Neither the nature of the Issuer nor any of its activities or properties, nor any relationship between the Issuer and any other person, nor any circumstance in connection with the offer, issue, sale or delivery of any of the Bonds is such as to require the consent, approval or authorization of, or the filing, registration or qualification with, any governmental authority on the part of the Issuer in connection with the execution, delivery and performance of this Agreement and the Indenture or the offer, issue, sale or delivery of the Bonds, other than those already obtained as of the date of issue of the Bonds; provided, however, no representation is made herein as to compliance with the securities or "blue sky" laws of any jurisdiction. (i) No event has occurred and no condition exists with respect to the Issuer which would constitute an "Event of Default" under this Agreement or under the Indenture or which, with the lapse of time or with the giving of notice or both, would become an "Event of Default" under this Agreement or under the Indenture. (j) Neither this Agreement nor the security for the Bonds has 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.

Representations by Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that: (a) The the Issuer (i) is a governmental agency, public body corporate and politic and corporate political subdivision validly created and existing under the constitution and the laws of the State of TexasSouth Dakota, 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 is authorized to enter into the transactions contemplated by the Bond Indenture, this Loan Agreement, the Indenture and the Bond Resolution Tax Exemption Agreement and to carry out its obligations hereunder and thereunder, including (ii) has been duly authorized to execute and deliver this Loan Agreement, the Bond Indenture and the Tax Exemption Agreement, and (iii) agrees that it will do or cause to be done, to the extent within its control, all things necessary to preserve and keep in full force and effect its existence; (i) the issuance and sale of the Series 2007A Bonds, (ii) the lending of the proceeds of the Series 2007A Bonds to the Borrower to provide a portion of the moneys required to (A) pay the costs of the Project, (B) fund a debt service reserve, (C) pay interest on the Series 2007A Bonds during construction of the Project and (D) pay certain expenses incurred in connection with the issuance of the Series 2007A Bonds, all as permitted under the Act, (iii) the execution and delivery of this Loan Agreement, the BondsBond Indenture and the Tax Exemption Agreement, and to adopt (iv) the performance of all covenants and perform agreements of the Issuer contained in this Loan Agreement, the Bond Resolution; Indenture and each such instrument is the Tax Exemption Agreement and of all other acts and things required under the Constitution and laws of the State to make this Loan Agreement a legal, valid and binding obligation of enforceable against 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 are 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 this Agreement or the ability of the Issuer to perform its obligations under the Indenture or this Agreement. (g) The adoption of the Bond Resolution, the issuance and sale of the Bonds and the execution and delivery by the Issuer of this Agreement Act 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 Acts, 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 properties, and (iii) have been duly authorized by all necessary action on the part of the Issuer. (h) Neither the nature proceedings of the Issuer nor any of its activities or propertiesadopted at meetings thereof duly called and held; and (c) in order to provide funds to lend to the Borrower for the purposes described above, nor any relationship between the Issuer and any has authorized its Series 2007A Bonds in the aggregate principal amount of $19,000,000 to be issued upon the terms set forth in the Bond Indenture, under the provisions of which the Issuer’s interest in this Loan Agreement (other person, nor any circumstance in connection with the offer, issue, sale or delivery of any of the Bonds is such as to require the consent, approval or authorization of, or the filing, registration or qualification with, any governmental authority on the part of the Issuer in connection with the execution, delivery and performance of this Agreement than Unassigned Rights) and the Indenture or the offerpayments of principal, issue, sale or delivery of the Bonds, interest and other than those already obtained as of the date of issue of the Bonds; provided, however, no representation is made herein as to compliance with the securities or "blue sky" laws of any jurisdiction. (i) No event has occurred revenues hereunder are pledged and no condition exists with respect assigned to the Issuer which would constitute an "Event of Default" under this Agreement or under the Indenture or which, with the lapse of time or with the giving of notice or both, would become an "Event of Default" under this Agreement or under the Indenture. (j) Neither this Agreement nor the security for the Bonds has been pledged or hypothecated in any manner or for any purpose other than as provided in the Indenture Bond Trustee as security for the payment of the principal of, and interest on, the Series 2007A Bonds.

Representations by Issuer. The On and as of the Closing Date, the Issuer makes represents to the following representations as the basis for the undertakings on its part herein containedCompany that: (a) The Issuer it is a governmental agency, public body corporate and politic organized and corporate existing in the State pursuant to the laws of the State of Texas, existing as a conservation and reclamation district pursuant to including the Issuer Act, and having those powers enumerated under the Act; (b) based upon representations of the Company, the Project constitutes a "river authority" and an "issuer" “project” within the definitions meaning of the Act. (c) it has found and hereby declares that the issuance of the Series 2025 Bonds, to assist the financing of the Project, is in furtherance of the public purposes set forth in the Acts.Act; (bd) The in order to finance the Project, in an amount estimated by the Company, the Issuer has duly authorized the legal power under execution, delivery, and performance on its part of the Acts to enter into the transactions contemplated by this Bond Purchase Agreement, the Indenture and this Loan Agreement; (e) to accomplish the Bond Resolution foregoing, the Issuer has authorized the issuance of not to exceed $150,000,000 in aggregate principal amount of the Series 2025 Bonds immediately following the execution and delivery of this Loan Agreement and the date, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to carry out the Series 2025 Bonds are set forth in the Indenture; (f) it makes no representation or warranty that the amount of the loan to the Company will be adequate or sufficient to finance the Project or that the Project will be adequate or sufficient for the purposes of the Company; (g) it has not pledged, assigned or granted, and will not pledge, assign or grant any of its obligations hereunder and thereunderrights or interest in or under this Loan Agreement for any purpose other than as provided for in the Indenture; (h) following reasonable notice, including a public hearing was held on March 20, 2025 with respect to the issuance of the Series 2025 Bonds as required by Section 147(f) of the Code; (i) the Issuer adopted the resolution authorizing the Series 2025 Bonds on March 20, 2025; (j) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the BondsSeries 2025 Bonds and the execution and delivery of this Loan Agreement, and to adopt and perform the Bond Resolution; and each such instrument is a legalIndenture, 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 Tax Regulatory Agreement and the Indenture, and to adopt and perform the Bond Resolution by proper action of the Board.Purchase Agreement; (ck) 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 it is not in default under violation of or in conflict with any of the provisions of the laws of the State which would impair, interfere with, or otherwise adversely affect the materially impair its ability of the Issuer to make and perform the provisions of carry out its obligations contained in this Loan Agreement, the Indenture, the Tax Regulatory Agreement or the Bonds.Bond Purchase Agreement; (fl) There are no actions, suits, proceedings, inquiries or investigations pending or it is empowered 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 enter into the transactions contemplated by this Agreement or the Indenture or which, in any way, would adversely affect the validity or enforceability of the BondsLoan Agreement, the Indenture Indenture, the Tax Regulatory Agreement and the Bond Purchase Agreement; and (m) that to its knowledge, no person significantly involved in initiating, negotiating, securing, drafting or creating this Loan Agreement or the ability on behalf of the Issuer is an employee or agent of any other party to perform its obligations under the Indenture this Loan Agreement, Indenture, Bond Purchase Agreement or Tax Regulatory Agreement in any capacity or a consultant to any other party to this Loan Agreement. (g) 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 Acts, 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 properties, and (iii) have been duly authorized by all necessary action on the part of the Issuer. (h) Neither the nature of the Issuer nor any of its activities or properties, nor any relationship between the Issuer and any other person, nor any circumstance in connection with the offer, issue, sale or delivery of any of the Bonds is such as to require the consent, approval or authorization of, or the filing, registration or qualification with, any governmental authority on the part of the Issuer in connection with the execution, delivery and performance of this Agreement and the Indenture or the offer, issue, sale or delivery of the Bonds, other than those already obtained as of the date of issue of the Bonds; provided, however, no representation is made herein as to compliance with the securities or "blue sky" laws of any jurisdiction. (i) No event has occurred and no condition exists with respect to the Issuer which would constitute an "Event of Default" under this Agreement or under the Indenture or which, with the lapse of time or with the giving of notice or both, would become an "Event of Default" under this Agreement or under the Indenture. (j) Neither this Agreement nor the security for the Bonds has 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.

Representations by Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that: (a) The Issuer is a governmental agency, body politic political subdivision organized and corporate existing under the laws of the State of TexasIndiana. Under the provisions of the Act, 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 is authorized to enter into the transactions contemplated by this Agreement, the Indenture and the Bond Resolution Agreement 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)hereunder. The Issuer has been duly authorized to executeexecute and deliver this Agreement. The 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) The Issuer agrees to Loan (or be deemed to Loan) all of the proceeds from the issuance of the Series 2024A Bonds to the Borrower for the financing of a portion of the costs of the acquisition and/or construction of the Project, deliver in order to create additional employment opportunities in the Town, to benefit the health, safety, morals and perform its obligations under general welfare of the citizens of the Town and the State of Indiana, and to secure the Series 2024A Bonds by pledging certain of the Issuer’s rights and interest in this Agreement and the Indenture, and Series 2024A Note to adopt and perform the Bond Resolution by proper action of the BoardTrustee. (c) The Issuer officially finds represents that the Series 2024A Note will be assigned to the Trustee pursuant to the Indenture and determines that each Project constitutes "control facilities" within no further assignment is contemplated by the meaning Issuer, since the Issuer recognizes that the Series 2024A Note has not been registered under the Securities Act of Chapter 383 and "disposal systems" within the meaning of Chapter 30 and a "public utility" within the meaning of Article 717q1933. (d) The Issuer, by carrying out the purposes Area has been properly created as an “allocation area” (consisting of the Acts area set forth on “Exhibit A” to the Community Development Agreement) pursuant to Indiana Code 36-7-14-39, as provided in this Agreement, will be performing an essential public function under amended. The Pledged TIF Revenues have been properly and legally pledged by the Texas ConstitutionRedevelopment Commission to the payment of the Series 2024A Bonds. (e) The Issuer is not covenants that, to the extent collected, it will timely pay the Pledged TIF Revenues to the Trustee as provided in default under any Sections 5.5 of the provisions Indenture, provided that the Issuer shall have no other obligation with respect to the Series 2024A Bonds (other than the application of the laws Series 2024A Note payments to the payment of the State which would impairSeries 2024A Bonds). (f) The Issuer covenants that, interfere withso long as the Series 2024A Bonds remain outstanding, or otherwise adversely affect it will not, and will not permit the ability Redevelopment Commission to, pledge any portion of the Pledged TIF Revenues to any other obligations without the prior written consent of the Borrower, it being understood that the Issuer and the Redevelopment Commission reserve the right to make pledge to any other obligations without the consent of the Borrower any portion of the Tax Increment not pledged to the payment of the Series 2024A Bonds. (g) In connection with the execution, delivery and perform performance by the provisions Issuer of this Agreement, the IndentureIssuer has complied with all applicable federal, or the Bondsstate and local laws and regulations. (fh) The execution by the Borrower of this Agreement and the Series 2024A Note will not result in the creation of any liens on the property of the Borrower (it being understood, however, that failure of the Borrower to pay property taxes may independently result in the imposition of liens on the Borrower’s property). (i) This Agreement has been duly executed and delivered by the Issuer and constitute the legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. (j) There are no actions, suitssuits or proceedings pending or, proceedings, inquiries or investigations pending or to the knowledge of the Issuer Issuer, threatened, against before any court, administrative agency or affecting arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of 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 might impair the ability of the Issuer to perform its obligations under the Indenture or this Agreement. (gk) 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 consummation of the provisions transactions contemplated hereby, including the fulfillment of each thereof and of the Bonds (i) are within the powers and authority of the Issuer, (ii) have been done in full or compliance with the provisions terms and conditions of the Actsthis Agreement, are legal and will not contravene any law or any governmental rule, regulation or order presently binding on the Issuer or conflict with or constitute on the part of the Issuer a violation of or result in a breach of the terms, conditions or default under, or result in the creation provisions 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 now a party or by which the Issuer is bound, or constitute a default under any licenseof the foregoing, judgment, decree, law, statute, order, rule or regulation result in the creation or imposition of any court liens, charges or governmental agency encumbrances whatsoever upon any of the property or body having jurisdiction over assets of the Issuer under the terms of any instrument or any of its activities or properties, and (iii) have been duly authorized by all necessary action on the part of the Issueragreement. (h) Neither the nature of the Issuer nor any of its activities or properties, nor any relationship between the Issuer and any other person, nor any circumstance in connection with the offer, issue, sale or delivery of any of the Bonds is such as to require the consent, approval or authorization of, or the filing, registration or qualification with, any governmental authority on the part of the Issuer in connection with the execution, delivery and performance of this Agreement and the Indenture or the offer, issue, sale or delivery of the Bonds, other than those already obtained as of the date of issue of the Bonds; provided, however, no representation is made herein as to compliance with the securities or "blue sky" laws of any jurisdiction. (il) No event has occurred and no condition exists with respect to the Issuer which would constitute an "Event of Default" under this Agreement or under the Indenture or is continuing which, with the lapse of time or with the giving of notice or bothnotice, would become constitute an "Event event of Default" default by the Issuer under this Agreement or under the IndentureSeries 2024A Note. (j) Neither this Agreement nor the security for the Bonds has 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.