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 properties, and (iii) have been duly authorized by all necessary action on the part of the Issuer. (e) 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. (f) 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. (g) 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. (h) Notwithstanding anything herein contained to the contrary, any obligation the Issuer may hereby incur for the payment of money shall not constitute an indebtedness of the State or of any political subdivision thereof within the meaning of any state constitutional provision or statutory limitation and shall not give rise to a pecuniary liability of the State or a political subdivision thereof, or constitute a charge against the general credit or taxing power of the State or a political subdivision thereof or general funds or assets of the Issuer (including funds relating to other Issuer loans or activities), but shall be limited obligations of the Issuer payable solely from (i) the security for the Bonds, (ii) revenues derived from the sale of the Bonds, and (iii) amounts on deposit from time to time under the Indenture, subject to the provisions of this Agreement and the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein and therein. (i) The Huckabay Ridge Facility and the Rio Leche Facility are located within the boundaries of Erath County, Texas which has requested the Issuer to exercise its powers of financing therein and the Mission Dairy Facility and the ▇▇▇▇▇▇▇ Dairy Facility are located within the boundaries of Deaf ▇▇▇▇▇ County, Texas which has requested the Issuer to exercise its powers of financing therein.
Appears in 1 contract
Representations by Issuer. The Issuer makes the following representations as the basis for the its undertakings on its part herein containedhereunder:
(a) The Issuer is a nonstock, nonprofit industrial development corporation political subdivision organized and existing under the laws of the State, including particularly, State and is a “municipality” as defined in the Act. .
(b) The Issuer has all requisite power is authorized and authority under empowered by the provisions of the Act (i) to adopt the Bond Resolution, (ii) to issue the Bonds, and (iiiii) to enter into, and perform its obligations under, this Agreement and the Indenture.
(b) The Issuer Bond Documents to which it 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 Unitparty.
(c) There To the knowledge of the Issuer, there are no actions, suits, proceedings, inquiries or investigations pending 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, tribunal which involve the possibility of materially Bond Documents to which it is a party or any other agreement or instrument to which the Issuer is a party and adversely affecting which is used or contemplated for use in connection with the transactions contemplated by this Agreement or the Indenture or which, in any way, would adversely affect the validity or enforceability sale 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, Bond Documents to which it is a party and the compliance by the Issuer with all of the provisions of each thereof and of the Bonds (i) are within the purposes, 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 with, or constitute on the part of the Issuer a violation of or a breach of or default under, or (except as contemplated by the Indenture) result in the creation of any lien, charge lien 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-lawbylaw, 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 corporate action on the part of the Issuer.
(e) Neither the nature No further approval, consent or withholding 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 objection on the part of the Issuer any regulatory body, federal, state or local, is required in connection with (1) the executionissuance and delivery of the Bonds by the Issuer, (2) the execution or delivery of or compliance by the Issuer with the terms and performance conditions of the Bond Documents to which it is a party, or (3) the assignment by the Issuer of its rights under this Agreement and the Indenture or Note (except for the offer, issue, sale or delivery right of the BondsIssuer to indemnification, other than those already obtained notice and payment of fees and expenses) and the performance by the Issuer of its obligations in the manner and under the terms and conditions as of the date of issue of the Bonds; providedprovided herein will comply with all applicable federal, however, no representation is made herein as to compliance with the securities state and local laws and any rules and regulations promulgated thereunder by any regulatory authority or “blue sky” laws of any jurisdictionagency.
(f) No event has occurred and no condition exists with respect Neither this Agreement, the Note nor any of the payments to be received by the Issuer which would constitute an “Event of Default” under this Agreement or under the Indenture or whichNote, 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.
(g) Neither this Agreement nor the security for the Bonds has have 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.
(hg) Notwithstanding anything herein contained to the contraryThe Bonds being issued, any obligation the Issuer may hereby incur for the payment of money shall not authenticated and delivered contemporaneously herewith have been duly and validly authorized, executed, authenticated, issued and delivered and constitute an indebtedness of the State or of any political subdivision thereof within the meaning of any state constitutional provision or statutory limitation legal, valid and shall not give rise to a pecuniary liability of the State or a political subdivision thereofbinding special, or constitute a charge against the general credit or taxing power of the State or a political subdivision thereof or general funds or assets of the Issuer (including funds relating to other Issuer loans or activities), but shall be limited obligations of the Issuer payable solely from (i) Issuer, entitled to the benefit and security for the Bonds, (ii) revenues derived from the sale of the Bonds, and (iii) amounts on deposit from time to time under the Indenture, subject to which security shall include the provisions of this Agreement Note and the Issuer’s rights under this Agreement, as provided in the Indenture.
(h) The Bond Documents to which the Issuer is a party have been duly and validly authorized, executed and delivered by the Issuer and are in all respects in full force and effect and constitute the legal, valid and binding obligations of the Issuer, and the Issuer is not in default under the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein and thereinor this Agreement.
(i) The Huckabay Ridge Facility and Issuer hereby finds that making the Rio Leche Facility are located within Loan will serve the boundaries purposes of Erath County, Texas which has requested the Act.
(j) No official or employee of the Issuer to exercise its powers or member of financing therein and the Mission Dairy Facility and the ▇▇▇▇▇▇▇ Dairy Facility are located within the boundaries Common Council of Deaf ▇▇▇▇▇ County, Texas which has requested the Issuer has a conflict of interest relating to exercise its powers the issuance of financing thereinthe Bonds or any of the agreements entered into in connection therewith which is prohibited by Section 3.47 of the Madison General Ordinances or by Section 19.59 or 946.13, Wisconsin Statutes.
Appears in 1 contract
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 Agreement, the Bonds and the Indenture.
(b) The Issuer is a duly constituted authority and public instrumentality of the Governmental Unit, a political subdivision governmental agency and body politic and corporate 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 Indenture, the Bonds 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 properties, and (iii) have been duly authorized by all necessary action on the part of the Issuer.
(e) 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.
(f) 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.
(g) 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.
(h) Notwithstanding anything herein contained to the contrary, any obligation the Issuer may hereby incur for the payment of money shall not constitute an indebtedness of the State or of any political subdivision thereof within the meaning of any state constitutional provision or statutory limitation and shall not give rise to a pecuniary liability of the State or a political subdivision thereof, or constitute a charge against the general credit or taxing power of the State or a political subdivision thereof or general funds or assets of the Issuer (including funds relating to other Issuer loans or activities), but shall be limited obligations of the Issuer payable solely from (i) the security for the Bonds, (ii) revenues derived from the sale of the Bonds, and (iii) amounts on deposit from time to time under the Indenture, subject to the provisions of this Agreement and the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein and therein.
(i) The Huckabay Ridge Facility and the Rio Leche Facility are Project is a manufacturing project located within the boundaries of Erath County, Texas which has requested the Governmental Unit.
(j) The Issuer represents to exercise its powers the Department that the (1) Project will contribute to the economic growth or stability of financing therein and the Mission Dairy Facility and the ▇▇▇▇▇▇▇ Dairy Facility are located Governmental Unit by (aa) increasing or stabilizing employment opportunities within the boundaries of Deaf ▇▇▇▇▇ Countythe Governmental Unit, Texas which (bb) significantly increasing or stabilizing the property tax base of the Governmental Unit and (cc) promoting commerce within the boundaries of the Governmental Unit and the State; and (2) it has requested no present intention of directing the Issuer Project to exercise its powers of financing thereina use other than the purposes represented to the Governmental Unit and the Department.
Appears in 1 contract
Sources: Loan Agreement (Stratagene Corp)