Representations by the Corporation Clause Samples
The 'Representations by the Corporation' clause sets out specific statements or assurances made by the corporation regarding its status, authority, and compliance with relevant laws. Typically, this clause requires the corporation to confirm that it is duly organized, validly existing, and has the legal power to enter into the agreement, as well as that it is not in violation of any laws or other agreements. By including these representations, the clause provides assurance to the other party about the corporation’s legitimacy and capacity, thereby reducing the risk of disputes related to authority or legal standing.
Representations by the Corporation. The Corporation represents and warrants to the Authority and the Bond Trustee as follows:
Representations by the Corporation. The Corporation represents, warrants and covenants to the Lender as follows:
(a) The Corporation is a nonprofit economic development corporation, within the meaning of Chapter 504 (formerly Section 4A) of the Act, has all of the rights, powers, privileges, authority and functions given by the general laws of the State to nonprofit corporations incorporated under the Texas Non-Profit Corporation Act, as amended, except as otherwise provided in Section 501.054(a) of the Act (formerly Section 23(a) of the Act), and is authorized by the Act to execute and to enter into this Agreement and to undertake the transactions contemplated herein and to carry out its obligations hereunder.
(b) The Corporation is duly organized, validly existing, and in good standing under the laws of the State. The Corporation has all requisite power, authority and legal right to execute and deliver the Loan Documents and all other instruments and documents to be executed and delivered by the Corporation pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Loan Documents. All corporate action on the part of the Corporation which is required for the execution, delivery, performance and observance by the Corporation of the Loan Documents has been duly authorized and effectively taken, and such execution, delivery, performance and observation by the Corporation do not contravene applicable law or any contractual restriction binding on or affecting the Corporation.
(c) The Corporation has duly approved the borrowing of funds from the Lender and has received the approval of the City therefor; no other authorization or approval or other action by, and no notice to or filing with any governmental authority or regulatory body is required as a condition to the performance by the Corporation of its obligations under any of the Loan Documents.
(d) This Agreement and the Series 2022 Note are legally valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms.
(e) There is no default of the Corporation in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Loan Documents or the ability of the Corporation to perform its obligations there...
Representations by the Corporation. The Corporation represents and warrants as follows:
(a) The Corporation is a nonprofit corporation duly incorporated under the laws of the State and has corporate power to enter into this Base Lease, the Facilities Agreement and the Trust Agreement. By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver this Base Lease, the Facilities Agreement and the Trust Agreement.
(b) The execution and delivery of this Base Lease, the Facilities Agreement and the Trust Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of or default under the Corporation’s articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound.
(c) To provide funds to finance all or a portion of the Project Facilities, the 2020 Real Property and the Ancillary Facilities, the Corporation will enter into the Trust Agreement pursuant to which it will issue one or more series of Obligations payable from and secured by the Acquisition Payments under the Facilities Agreement.
(d) The Corporation has made certain representations and covenants in Section 2.6 of the Trust Agreement that are for the benefit of the Holders and also to protect the interests of the County in the property subject to this Base Lease. The Corporation hereby affirms that such covenants are intended to benefit the County and may be enforced by it upon the failure of the Trustee to do so.
Representations by the Corporation. The Corporation represents and warrants as follows:
(a) The Corporation is a nonprofit corporation duly incorporated under the laws of the State and has corporate power to enter into the Corporation Agreements. By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver the Corporation Agreements.
(b) The execution and delivery of the Corporation Agreements and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of or default under the Corporation’s articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound.
(c) To provide funds to finance all or a portion of the Project Facilities, the Corporation will enter into the Trust Agreement pursuant to which it will issue one or more series of Bonds payable from and secured by the Acquisition Payments under the Facilities Agreement.
(d) The Corporation has made certain representations and covenants in Section 2.6 of the Trust Agreement that are for the benefit of the Holders and also to protect the interests of the County in the property subject to this Sub-Base Lease. The Corporation hereby affirms that such covenants are intended to benefit the County and may be enforced by it upon the failure of the Trustee to do so.
Representations by the Corporation. The Corporation represents and warrants as follows:
(a) The Corporation is a nonprofit corporation duly incorporated under the laws of the State and has corporate power to enter into this Base Lease, the Facilities Agreement and the Trust Agreement. By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver this Base Lease, the Facilities Agreement and the Trust Agreement.
(b) The execution and delivery of this Base Lease, the Facilities Agreement and the Trust Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of or default under the Corporation’s articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound.
(c) To provide funds to finance the Project Facilities, the Corporation will enter into the Trust Agreement pursuant to which it will issue the Series 2013 Bonds, in one or more series, payable from and secured by the Acquisition Payments under the Facilities Agreement.
Representations by the Corporation. The Corporation represents, warrants and covenants the following:
3.1.1. The Corporation will cooperate fully with American by supplying to American fully complete and accurate information to American so that American may perform its services under this Agreement.
3.1.2. The Corporation will not circumvent this Agreement either directly or indirectly nor will it interfere with, impair, delay or cause American to perform work not described in this Agreement.
3.1.3. The Corporation and each of its subsidiaries is a corporation duly organized and existing under the laws of its state of incorporation and is in good standing with the jurisdiction of its incorporation in each state where it is required to be qualified to do business.
3.1.4. In each state where the Corporation currently does business, it has fully complied with each state's Rules and Regulations pertaining thereto.
3.1.5. The Corporation's Articles of Incorporation and Bylaws delivered pursuant to paragraph 1.1.4. are true and complete copies of same and have been duly adopted.
3.1.6. The Corporation will disclose to American all material facts and circumstances which may in any way affect the Private Placement (if applicable) and the SB-2 filing. The Corporation will be wholly responsible for the accuracy of the Private Placement Memorandum and the SB-2 filing and/or any other related or subsequent filings.
3.1.7. The Corporation will complete all questionnaire forms by the time required by American in full and complete detail.
3.1.8. The Corporation represents to American that no person has acted as a finder or investment adviser in connection with the transactions contemplated in this Agreement. The Corporation will indemnify American with respect to any claim for a Finder's Fee in connection with this Agreement. The Corporation represents that no officer, director or stockholder of the Corporation is a member of the National Association of Securities Dealers ("NASD"), an employee or associated member of the NASD, or an employee, associated person or member of the NASD. The Corporation represents that it will disclose to American all potential conflicts of interest involving officers, directors, principal stockholders and/or employees forthwith.
3.1.9. The Corporation has received and understands the letter entitled "Do's and Don'ts of Going Public" previously supplied to the Corporation by American. A copy of "Do's and Don'ts of Going Public" is attached hereto and is fully incorporated into ...
Representations by the Corporation. The Corporation hereby represents the following to the Subscriber:
(i) the Issuer’s documents and core documents, each as defined in section 225.3 of the Securities Act (Quebec) (chapter V-1.1) and Section 140.1 of the Securities Act (British Columbia), do not contain a misrepresentation;
(ii) there is no material fact or material change related to the Issuer which has not been generally disclosed.
Representations by the Corporation. The Corporation represents to the City and the Trustee that:
Representations by the Corporation. The Corporation represents, warrants and covenants as follows:
(a) The Corporation is a nonprofit corporation duly incorporated under the laws of the State and has corporate power to enter into this Base Lease, the Purchase and Use Agreement and the 2013 Trust Agreement. By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver this Base Lease, the Purchase and Use Agreement and the 2013 Trust Agreement.
(b) The execution and delivery of this Base Lease, the Purchase and Use Agreement and the 2013 Trust Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of or default under the Corporation's articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound.
(c) To provide funds to advance refund the 2005 Bonds, and pay certain costs and expenses relating to the issuance of the Series 2013 Bonds, the Corporation will enter into the 2013 Trust Agreement pursuant to which it will issue the Series 2013 Bonds payable from and secured by the Installment Payments under the Purchase and Use Agreement.
Representations by the Corporation. The Corporation represents and warrants to the County and the Bond Trustee as follows: