Representations of Issuer Clause Samples

Representations of Issuer. Issuer is in good standing under the laws of Nevada, and has all necessary corporate powers to own properties and carry on a business, and is duly qualified to do business and is in good standing in Nevada. All actions taken by the incorporators, directors and shareholders of Issuer have been valid and in accordance with the laws of the State of Nevada.

Representations of Issuer. Issuer hereby represents to ▇▇▇▇▇▇ Mac and the Purchaser that on the date hereof, on each date on which the Purchaser purchases a Bond from Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date hereof: (a) Issuer has been duly organized and is validly existing and in good standing in the jurisdiction of its organization; (b) Issuer has the limited liability company power and authority to execute and deliver this Agreement, each of the other Bond Documents and the applicable Pricing Agreement, to consummate the transactions contemplated hereby and thereby and to perform each of its obligations hereunder and thereunder; (c) Issuer has taken all necessary limited liability company and other action to authorize the execution and delivery of this Agreement, each of the other Bond Documents and the applicable Pricing Agreement, the consummation by Issuer of the transactions contemplated hereby and thereby and the performance by Issuer of its obligations hereunder and thereunder; (d) this Agreement, each of the other Bond Documents and the applicable Pricing Agreement have been duly authorized, executed and delivered by Issuer and constitute the legal, valid and binding obligations of Issuer, enforceable against Issuer in accordance with their respective terms, subject to: (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally; and (ii) the application of general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law; (e) no approval, consent, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit or other action is required to be obtained, given, made or taken, as the case may be, with, from or by any regulatory body, administrative agency or governmental authority having jurisdiction over Issuer or any third party under any agreement to which Issuer is a party to authorize the execution and delivery by Issuer of this Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or the consummation by Issuer of the transactions contemplated hereby or thereby or the performance by each of Issuer of each of its obligations hereunder or thereunder; (f) neither the execution or delivery by Issuer of this Agreement, any of the other Bond Documents or the applicable Pricing Agreement ...

Representations of Issuer. The Issuer hereby makes the following representations on which the Trustee is relying in accepting the Receivables in trust and authenticating the Notes and the Note Insurer is relying in issuing the Policy. The representations shall speak as of the execution and delivery of this Agreement and shall survive the grant of a security interest in or the transfer of the Receivables to the Trustee.

Representations of Issuer. Issuer hereby represents, warrants and covenants to Grantee as follows: (a) Issuer shall at all times maintain sufficient authorized but unissued shares of Common Stock so that the Option may be exercised without authorization of additional shares of Common Stock. (b) The shares to be issued upon due exercise, in whole or in part, of the Option, when paid for as provided herein, will be duly authorized, validly issued, fully paid and nonassessable. (c) The Board of Directors of Issuer has approved this Agreement and the transactions contemplated hereby and taken any other action as required to render inapplicable to such agreement and transactions Sections 13.1-725 through 13.1-728 and 13.1-728.1 through 13.1-728.9 of the VSCA and, to the knowledge of Issuer, any similar Takeover Laws.

Representations of Issuer. 44 -ii- 4 SECTION 7.02 Reacquisition of Receivables Upon Breach ................. 50

Representations of Issuer. 4.1 The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 4.2 The Issuer has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement, and the execution, delivery and performance by the Issuer of this Agreement have been duly authorized by all necessary action on the part of the Issuer and its board of directors. This Agreement constitutes the valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Representations of Issuer. Issuer is in good standing under the laws of Arizona, and has all necessary corporate powers to own properties and carry on a business, and is duly qualified to do business and is in good standing in Arizona. All actions taken by the incorporators, directors and shareholders of Issuer have been valid and in accordance with the laws of the State of Arizona. Capital. The authorized capital stock of Issuer consists of Fifty Million (50,000,000) shares of common stock, no par value of which approximately 15.5 million Shares are issued and outstanding, and Five Million (5,000,000) preferred shares, par value $10, of which none are issued and outstanding. All outstanding shares are fully paid and non-assessable, free of pre-emptive rights. At the Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Issuer to issue or to transfer from treasury any additional shares of its capital stock.

Representations of Issuer. In consideration of the foregoing and to induce the Underwriter to purchase the Bonds, the Issuer hereby represents to the Borrower and the Underwriter that: (a) The Issuer is a public instrumentality and a body corporate and politic of the Commonwealth of Pennsylvania organized and existing under the Pennsylvania Economic Development Financing Law, as amended (the “Act”). Under the Act and by the Resolution, the Issuer has full power and authority to undertake the financing of the Project, to execute, deliver and perform its obligations under the Indenture, the Loan Agreement and this Bond Purchase Agreement, and to issue and deliver the Bonds. (b) The Issuer has duly adopted the Resolution and authorized the Indenture, the Loan Agreement and this Bond Purchase Agreement, the issuance and sale of the Bonds, and all actions necessary or appropriate to carry out the same, and each such document, when executed and delivered by the Issuer, will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with its terms, except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws or equitable principles affecting the enforcement of creditors’ rights generally. (c) The execution, delivery and performance by the Issuer of the Indenture, the Loan Agreement and this Bond Purchase Agreement, and the issuance and delivery of the Bonds, will not violate or conflict with any provision of the Constitution of the Commonwealth of Pennsylvania or any applicable statute (including the Act), or any rule, order, regulation, judgment or decree of any court, agency or other governmental or administrative board or body to which the Issuer is subject, or conflict with or constitute a breach of or a default under any indenture, mortgage, deed of trust, agreement or other instrument to which the Issuer is a party or by which it is bound. (d) No additional or further approval, consent or authorization of any governmental or public body or agency not already obtained prior to the issuance of the Bonds is required to be obtained by the Issuer in connection with the entering into and performing of its obligations under the Indenture, the Loan Agreement and this Bond Purchase Agreement and the issuance and delivery of the Bonds. (e) There is no action, suit, proceeding, investigation or inquiry by or before any court, agency or other governmental or administrative board or body pendin...

Representations of Issuer. Issuer is in good standing under the laws of Arizona, and has all necessary corporate powers to own properties and carry on a business, and is duly qualified to do business and is in good standing in Arizona and all other states where doing business. All actions taken by the incorporators, directors and shareholders of Issuer have been valid and in accordance with the laws of the State of Arizona. Capital. The authorized capital stock of Issuer consists of One Hundred Million (100,000,000) shares of common stock, no par value of which approximately 20 million Shares are issued and outstanding, and Five Million (5,000,000) preferred shares, par value $10, of which none are issued and outstanding. All outstanding shares are fully paid and non-assessable, free of pre-emptive rights. At the Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Issuer to issue or to transfer from treasury any additional shares of its capital stock other than as disclosed in the Issuer’s SEC filings.