Common use of Representations of Borrowers Clause in Contracts

Representations of Borrowers. In order to induce the Lender to make the Loan hereunder, Borrowers represent and warrant that: a. The City is a duly organized and existing municipal public body corporate of the State of Montana and has taken all actions as may be required to make this Agreement, the Note Resolution and the City Note valid and binding obligations of the City enforceable with their terms. b. MRP is a duly organized and validly existing limited liability company under the laws of Montana and has taken all actions as may be required to make this Agreement a valid and binding obligation of MRP, and has the authority to execute the MRP Note and the Trust Indenture as may be required herein. c. MRP’s financial statements provided to the Lender and relied on by the Lender in making the Loan are true, accurate and correct, and do not omit any relevant or pertinent information regarding the financial condition of MRP. d. MRP agrees, subject to available funding, to make a good faith effort to close on the purchase of the Property and to undertake the Development Project. e. MRP agrees to pay the Project Budget Commitment pursuant to Section 7 hereof. f. MRP agrees to use its best efforts to obtain consent from the owner of the fee interest in the Mill Site Property that the Mill Site Property remain in the City upon commencement of the Remediation Project and the exercise of the Leasehold Option. g. Neither Borrower is a party to any action, suit or proceeding pending, or, to the knowledge of either Borrower, threatened at law or in equity before any Court or administrative officer or agency which brings into question the validity of the transaction herein contemplated or might result in any adverse change in the business or financial condition of either Borrower. h. Neither Borrower is in default of any obligations, covenants, or conditions contained in any bond, debenture, note, or other evidence of indebtedness or any mortgages, deeds of trust or collateral instruments securing the same. The making of this Agreement and the consummation of the transaction contemplated herein will not violate any provision of law or result in a breach or constitute a default under any agreement to which either Borrower is a party or result in a creation of any lien, charge or encumbrance upon any of its property or its assets. i. MRP has filed all tax returns which are required to be filed and has paid or made provision for the payment of all taxes which have or may become due pursuant to said returns or pursuant to any assessments received by them, including any payroll taxes owed to Federal or State agencies. No tax liability has been asserted by the Internal Revenue Service or other taxing agency, federal, state or foreign, for taxes materially in excess of those already provided for and MRP knows of no basis for any such deficiency assessment. j. MRP hereby indemnifies and holds the City, the MRA and the Lender harmless against any losses, claims, damages or liabilities to which it may be subject as a result of any claim for services in the nature of a finder’s fee or commission with respect to the transaction contemplated hereunder or arising out of any such claim and will reimburse Lender or the City for any legal or other expenses incurred by it in investigating or defending any such claim or liability asserted therefor. k. The Borrowers agree to use all of the proceeds of the Loan for the purposes stated in Section 1 hereof. l. MPR represents that the Assignment of Lease, the Lease Documents and the Option to Purchase the Mill Site Property are in full force and effect and constitute legal, valid and binding obligations, enforceable against MRP in accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity) and MRP is not in violation or default under the terms of the Assignment of Lease, any Lease Document or the Option to Purchase the Mill Site Property.

Representations of Borrowers. In order to induce the Lender LENDER to make the Loan hereunder, Borrowers BORROWERS represent and warrant thatwarrant: a. The City is a duly organized and existing municipal public body corporate of the State of Montana and has taken all actions as may be required to make this Agreement, the Note Resolution and the City Note valid and binding obligations of the City enforceable with their terms. b. MRP is a duly organized and validly existing limited liability company under the laws of Montana and has taken all actions as may be required to make this Agreement a valid and binding obligation of MRP, and has the authority to execute the MRP Note and the Trust Indenture as may be required herein. c. MRP’s financial statements provided to the Lender LENDER and relied on by the Lender LENDER in making the this Loan are true, accurate and correct, and do not omit any relevant or pertinent information regarding the financial condition of MRPthe BORROWERS. d. MRP agrees, subject to available funding, agrees to make a good faith effort to close on the purchase of the Property and to undertake the Development Project. e. Through the Project Budget Commitment, MRP agrees to pay up to Two Hundred Thousand Dollars ($200,000) toward the Eligible Project Budget Commitment pursuant to Section 7 hereofCosts of the Remediation Project in the event that the actual costs exceed the One Million Dollars ($1,000,000) available from the proceeds of the Loan. f. MRP agrees to use its it best efforts to obtain consent from the owner of the fee interest in the Mill Site Property that the Mill Site Property remain in the City upon commencement of the Remediation Project and the exercise of the Leasehold Option. g. Neither Borrower BORROWER is a party to any action, suit or proceeding pending, or, to the knowledge of either BorrowerBORROWER, threatened at law or in equity before any Court or administrative officer or agency which brings into question the validity of the transaction herein contemplated or might result in any adverse change in the business or financial condition of either BorrowerBORROWER. h. Neither Borrower BORROWER is in default of any obligations, covenants, or conditions contained in any bond, debenture, note, or other evidence of indebtedness or any mortgages, deeds of trust or collateral instruments securing the same. The making of this Agreement agreement and the consummation of the transaction contemplated herein will not violate any provision of law or result in a breach or constitute a default under any agreement to which either Borrower BORROWER is a party or result in a creation of any lien, charge or encumbrance upon any of its property or its assets. i. MRP has filed all tax returns which are required to be filed and has paid or made provision for the payment of all taxes which have or may become due pursuant to said returns or pursuant to any assessments received by them, including any payroll taxes owed to Federal or State agencies. No tax liability has been asserted by the Internal Revenue Service or other taxing agency, federal, state or foreign, for taxes materially in excess of those already provided for and MRP knows of no basis for any such deficiency assessment. j. MRP hereby indemnifies and holds the City, the MRA and the Lender LENDER harmless against any losses, claims, damages or liabilities to which it may be subject as a result of any claim for services in the nature of a finder’s 's fee or commission with respect to the transaction contemplated hereunder or arising out of any such claim and will reimburse Lender LENDER or the City for any legal or other expenses incurred by it in investigating or defending any such claim or liability asserted therefor. k. The Borrowers BORROWERS agree to use all of the proceeds of the this Loan for the purposes stated in Section 1 hereof. l. MPR represents that the Assignment of Lease, the Lease Documents and the Option to Purchase the Mill Site Property are in full force and effect and constitute legal, valid and binding obligations, enforceable against MRP in accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity) and MRP is not in violation or default under the terms of the Assignment of Lease, any Lease Document or the Option to Purchase the Mill Site Property.