Common use of Representations by Issuer Clause in Contracts

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, 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. (i) There are no actions, suits or proceedings pending, or, to the knowledge of the Issuer, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Issuer or might impair the ability of the Issuer to perform its obligations under this Agreement. (j) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, including the fulfillment of or compliance with the terms and conditions of this Agreement, will not contravene any law or any governmental rule, regulation or order presently binding on the Issuer or conflict with or result in a breach of the terms, conditions or provisions of any agreement or instrument to which Issuer is now a party or by which Issuer is bound, or constitute a default under any of the foregoing, or result in the creation or imposition of any liens, charges or encumbrances whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (k) No event has occurred and is continuing which with the lapse of time or the giving of notice would constitute an event of default by the Issuer under this Agreement or the Series 2016 Note.

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 Loan 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 provide funds from the issuance of the Series 2016 2022 Bonds to assist the WLCDC in for financing the construction of the Project, subject to create additional the consideration of the Series 2022 Note, all for the benefit of the holders of the Bonds, to retain existing employment opportunities in West Lafayette, Indiana, the Town and to benefit the health, safety, morals and general welfare of the citizens of West Lafayette the Town and the State of Indiana, and to secure the Bonds by pledging certain of its rights and interest in this Loan Agreement and the Series 2016 2022 Note to the Trustee. (c) The . Issuer represents that the Series 2016 2022 Note will be assigned to the Trustee pursuant to the Indenture, and that no further assignment is contemplated by the Issuer, since because the Issuer recognizes that the Series 2016 2022 Note has not been registered under the Securities Act of 1933. . The Issuer covenants that it will: (di) to the extent collected, timely pay (or cause to be paid) the TIF Revenues to the Trustee as provided in Sections 4.2 and 4.4 of the Indenture; and (ii) otherwise comply with all of its obligations under the Indenture and this Loan Agreement. The 231 Purdue Economic Development Issuer further covenants that, pursuant to Sections 4.2 and 11.13 of the Indenture, any Tax Increment remaining in the Allocation Area Fund after the payment of debt service due and payable on the next February 1 or August 1 shall be used to reimburse the Borrower for any payments required to be made under Section 3.2 herein and the Levee/Village Redevelopment Allocation Area have been properly created as “allocation areas” pursuant to Indiana Code 36-7-14-39Series 2022 Note representing shortfalls in the TIF Revenues. The TIF 1 Revenues, Issuer represents and warrants that 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 Pledge Resolution of the Redevelopment Commission to the payment was validly adopted and constitutes a valid and binding obligation of the Sublease rentals. (e) Pursuant to the Assignment of RentsIssuer, 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 enforceable against the Issuer of this Agreement, the Issuer has complied in accordance 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) its terms. This Loan Agreement has been duly executed and delivered by the Issuer and constitute and, assuming due execution by the Borrower, constitutes 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. (i) There are no actions, suits or proceedings pending, or, to the knowledge of the Issuer, threatened, before any court, administrative agency or arbitrator which, individually or in the aggregate, might result in any material adverse change in the financial condition of the Issuer or might impair the ability of the Issuer to perform its obligations under this Agreement. (j) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, including the fulfillment of or compliance with the terms and conditions of this Agreement, will not contravene any law or any governmental rule, regulation or order presently binding on the Issuer or conflict with or result in a breach of the terms, conditions or provisions of any agreement or instrument to which Issuer is now a party or by which Issuer is bound, or constitute a default under any of the foregoing, or result in the creation or imposition of any liens, charges or encumbrances whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (k) No event has occurred and is continuing which with the lapse of time or the giving of notice would constitute an event of default by the Issuer under this Agreement or the Series 2016 Note.