Representations of the Authority Clause Samples

Representations of the Authority. The Authority makes the following representations: (a) The Authority is a joint exercise of powers authority, duly organized and existing under the Constitution and laws of the State. (b) The Authority has full legal right, power and authority under the laws of the State and has taken all official actions necessary (i) to enter into this Agreement, the Regulatory Agreement and the Indenture, (ii) to issue, execute and deliver the Bonds, (iii) to perform its obligations hereunder and thereunder and (iv) to consummate all other transactions on its part contemplated by this Agreement and such other documents, including, without limitation, the loaning of the proceeds of the Bonds to the Borrower. (c) This Agreement has been duly executed and delivered by the Authority and constitutes a valid and binding obligation of the Authority, enforceable against the Authority in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and equitable principals. Upon the execution and delivery thereof, the Regulatory Agreement, the Indenture and the Bonds will constitute valid and binding obligations of the Authority, enforceable against the Authority in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and equitable principals. (d) The execution and delivery of this Agreement, the Regulatory Agreement, and the Indenture, the issuance, execution and delivery of the Bonds, the performance by the Authority of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the loaning of the proceeds of the Bonds to the Borrower, do not violate any law, rule, regulation or ordinance or any order, judgment or decree of any federal, state or local court by which the Authority is bound, and do not conflict with, or constitute a breach of, or a default under the terms and conditions of any Agreement, instrument or commitment to which the Authority is a party or by which the Authority or any of its property is bound. (e) There is no action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Authority, threatened against the Authority by or before any court, governmental agency or public board or body which (i) questions the existence or t...

Representations of the Authority. The Authority makes the following representations as the basis for its undertakings herein contained: (a) The Authority is a body corporate and politic and a public instrumentality of the State of Maine duly created under 10 MRSA, Section 963. (b) The Bonds will be issued under and secured by an Indenture, pursuant to which the Authority’s interest in this Agreement with respect to the Bonds (except certain rights of the Authority to payment for expenses and indemnification) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (c) All Revenues to be derived by the Authority under this Agreement and the rights of the Authority hereunder (except for indemnification rights and the rights of the Authority to receive fees and reimbursement of its expenses and to receive notices) have been assigned to the Trustee pursuant to the Indenture to provide for the payment of the Bonds. The Authority has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (d) The Authority has made the required findings under the Act with respect to the issuance of the Bonds and the execution of this Agreement. (e) No director of the Authority has any pecuniary interest in the Company. (f) The Authority has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds. (g) The Authority has full power and authority to consummate all transactions contemplated by this Agreement, the Bonds and the Indenture and any and all other agreements relating thereto. (h) The Authority makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Authority has not made any independent investigation as to the feasibility or creditworthiness of the Company. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Authority.

Representations of the Authority. The Authority represents and warrants as follows: (a) The Authority is a body corporate and politic, constituting a public benefit corporation, established and existing under the laws of the State of New York; (b) The Authority has full power and authority to execute and deliver this Supplemental Agreement and the Amended and Restated Indenture and to consummate the transactions contemplated hereby and thereby and perform its obligations hereunder and thereunder; (c) The Authority is not in default under any of the provisions of the laws of the State of New York which would affect its existence or its powers referred to in the preceding paragraph (b); and (d) The Authority has duly authorized the execution and delivery of this Supplemental Agreement, the Supplemental Tax Regulatory Agreement and the Amended and Restated Indenture.

Representations of the Authority. The Authority hereby represents to the City that: (A) The Authority is duly authorized, created and existing in good standing under the laws of the State of Texas and is duly qualified and authorized to carry out the governmental functions and operations contemplated by this Agreement. (B) The Authority has the power, authority, and legal right to enter into and perform this Agreement and the execution, delivery, and performance hereof (a) have been duly authorized, (b) to the best of the Authority’s knowledge, will not violate any applicable judgment, order, law, or regulation, and (c) do not constitute a default under, or result in the creation of, any lien, charge, encumbrance, or security interest upon any assets of the Authority under any agreement or instrument to which the Authority is a party or by which the Authority or its assets may be bound or affected. (C) The Public Improvements and the Project Costs are components of or are consistent with the Project and Financing Plan, and the Project Costs are eligible for reimbursement in accordance with the Act. (D) This Agreement has been duly authorized, executed, and delivered by the Authority and, constitutes a legal, valid, and binding obligation of the Authority, enforceable in accordance with its terms except to the extent that (a) the enforceability of such instrument may be limited by bankruptcy, reorganization, insolvency, moratorium, or other similar laws of general application in effect from time to time relating to or affecting the enforcement of creditors’ rights and (b) certain equitable remedies including specific performance may be unavailable. (E) The execution, delivery, and performance of this Agreement by the Authority do not require the consent or approval of any person which has not been obtained. (F) The Authority has an exemption from the payment of sales and use taxes pursuant to the statute under which the Authority was created. (G) The Mission Agreement, approved by the City pursuant to Ordinance No. 2768, remains in full force and effect and has not been amended or supplemented since the date of its adoption and, to the best of the Authority’s knowledge, no amendment of or supplement to Ordinance No. 2768 is contemplated by the Authority or the City Council.

Representations of the Authority. The Authority represents that: (a) it is a body politic and corporate duly organized and validly existing under the laws of the State; (b) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the Bonds and the execution and delivery of this Agreement and the Indenture; (c) it is not in violation of or in conflict with any provisions of the laws of the State which would impair its ability to carry out its obligations contained in this Agreement or the Indenture; (d) it is empowered to enter into the transactions contemplated by this Agreement and the Indenture; (e) it has duly authorized the execution, delivery and performance of this Agreement and the Indenture; (f) it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement and the Indenture by any successor public body; and (g) following reasonable notice, a public hearing was held on August 8, 1995 with respect to the issuance of the Bonds as required by Section 147(f) of the Code.

Representations of the Authority. The Authority represents and warrants as follows: (a) The Authority is a political subdivision of the State existing under the Constitution and laws of the State; (b) The Authority has complied and continues to comply and will comply in all respects with all applicable provisions of the laws of the State relating to its organization and existence; (c) The Authority has duly accomplished all conditions and has taken all steps necessary to be accomplished or taken by it prior to issuance and delivery of the Bonds and the execution and delivery of this Agreement and the Indenture; (d) The Authority is not in violation of or conflict with any provisions of the laws of the State which would impair its ability to undertake the transactions contemplated by this Agreement and the Indenture or carry out its obligations under this Agreement and the Indenture; (e) The Authority is empowered to enter into the transactions contemplated by this Agreement and the Indenture, and the execution and performance of this Agreement by the Authority will not violate or conflict with any document or instrument by which the Authority or its properties are bound; (f) The Authority has duly authorized the execution, delivery and performance of this Agreement and the Indenture and such authorization has not been repealed or modified; and (g) The Authority will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement and the Indenture by any successor public body.

Representations of the Authority. The Authority represents and warrants to Hauler that: (i) the Authority has the full legal power and authority to execute and deliver this Agreement and to carry out its obligations hereunder, all of which have been duly authorized in accordance with applicable law; (ii) this Agreement shall be in full force and effect and be legally binding upon, and enforceable against the Authority in accordance with its terms upon its due execution and delivery by the Authority and Hauler; and (iii) the execution, delivery and performance of this Agreement by the Authority does not and will not violate, result in any default or acceleration under, permit any third party to rescind any term or provision of, or conflict with any term of, any applicable law, policy, procedure, order, judgment, decree, permit or contract to which the Authority is a party of, is subject to or by which the Authority is bound.

Representations of the Authority. 2 SECTION 2.2. REPRESENTATIONS OF THE BORROWER..................................... 3

Representations of the Authority. The Authority is and will be at the Closing Date duly organized and existing under the laws of the State of California, has full power and authority to issue the Bonds, to adopt the Resolution, to enter into the Indenture, the Loan Agreement and this Purchase Contract (collectively, the “Authority Documents”) and to perform its obligations under the Authority Documents, and when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws related to or affecting the enforcement of creditors’ rights generally and by the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is considered in a proceeding in equity or law, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in California. When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract and assuming proper authentication by the Trustee by the manual signature of an authorized officer thereof, the Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding limited obligations of the Authority, enforceable in accordance with their terms, in conformity with, and entitled to the benefit and security of the Indenture. By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has authorized and approved the distribution of the Preliminary Official Statement, the distribution of the Official Statement, and authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Bonds and the Authority Documents and the consummation by the Authority of all other transactions contemplated by the Official Statement and this Purchase Contract. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending (with service of process against. the Authority having been accomplished) or known to the Authority to be threatened against the Authority seeking t...