Representations of the District. In consideration of the foregoing, to induce the Trustee to issue and deliver the Series 2012 Certificates and to induce the Purchaser to purchase Series 2012 Certificates, the District hereby represents and warrants to the Trustee and the Purchaser that: (a) The District is a unified school district duly organized and validly existing under the laws of the State of Kansas, with full power and authority pursuant to K.S.A. 72-8225 and K.S.A. 10-1101 et seq. to consummate all transactions contemplated by this Certificate Purchase Agreement, the Certificate Documents and any and all other agreements relating thereto, to execute, deliver and perform its obligations under the Certificate Documents to which it is a party, this Certificate Purchase Agreement and all other documents delivered by the District. (b) The District has duly authorized the Certificate Documents to which it is a party, this Certificate Purchase Agreement and all other documents delivered by the District and all actions necessary and appropriate to carry out the same, and each such document, when executed and delivered by the District, will constitute the legal, valid and binding obligation of the District enforceable 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 District of the Certificate Documents to which it is a party, this Certificate Purchase Agreement or any other document delivered by the District in connection with the transactions contemplated thereunder will not violate or conflict with any provision of the Constitution of the State of Kansas or any statute or any rule, order, regulation, judgment or decree of any court, agency or other governmental or administrative board or body to which the District is subject, or conflict with or constitute a breach of or default under any provision of any indenture, mortgage, deed of trust, agreement or other instrument to which the District is a party or by which the District or any of its properties is bound. (d) Except as otherwise contemplated in the Certificate Documents, no additional or further approval, consent, authorization or other action by any governmental or administrative board or body, not already obtained prior to the issuance of the Series 2012 Certificates, is required in connection with the execution, delivery or performance by the District of the Certificate Documents to which it is a party, this Certificate Purchase Agreement and all other documents delivered by the District. (e) There is no action, suit, proceeding, investigation or inquiry, at law or in equity, by or before any court, agency or other governmental or administrative board or body, pending or, to the knowledge of the District, threatened against the District, wherein an unfavorable decision, ruling or finding would have a material adverse effect on (i) the financial condition of the District; (ii) the ability of the District to make the payments required under the Certificate Documents or to otherwise comply with the transactions contemplated by this Certificate Purchase Agreement, (iii) the validity or enforceability of the Certificate Documents, this Certificate Purchase Agreement or any other document delivered by the District in connection with the transactions contemplated thereunder or (iv) the existence or powers of the District. The foregoing representations and warranties shall survive Closing.
Appears in 1 contract
Sources: Certificate Purchase Agreement
Representations of the District. In consideration The District represents and warrants, as of the foregoingdate of delivery hereof, to induce the Trustee to issue and deliver the Series 2012 Certificates and to induce the Purchaser to purchase Series 2012 Certificates, the District hereby represents and warrants to the Trustee and the Purchaser thatas follows:
(a) The District is a unified school district duly created, organized and validly existing under and by virtue of the constitution and laws of the State of Kansas, with full power and authority pursuant to K.S.A. 72-8225 enter into this Lease and K.S.A. 10-1101 et seq. the transaction contemplated thereby and hereby and to consummate perform all transactions contemplated by this Certificate Purchase Agreement, the Certificate Documents and any and all other agreements relating thereto, to execute, deliver and perform of its obligations under the Certificate Documents to which it is a party, this Certificate Purchase Agreement thereunder and all other documents delivered by the Districthereunder.
(b) The District has full power and authority to enter into the transactions contemplated by this Lease and has been duly authorized the Certificate Documents to which it execute and deliver this Lease by proper action by its governing body. This Lease is a partyvalid, this Certificate Purchase Agreement and all other documents delivered by the District and all actions necessary and appropriate to carry out the same, and each such document, when executed and delivered by the District, will constitute the legal, valid legal and binding obligation of the District enforceable in accordance with its terms, terms except to the extent that the as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or and equitable principles affecting the enforcement of creditors’ creditor’s rights generally.
(c) The execution, delivery and performance lease of the Improvements by the District Trustee to the District, as provided in this Lease, is necessary, desirable, in the public interest and consistent with the permissible scope of the Certificate Documents District’s authority. The District hereby declares its current need for the Improvements and its current expectation that it will continue to which it is a party, this Certificate Purchase Agreement or any other document delivered by need and use the District Improvements for the maximum Lease Term.
(d) The District’s financial statements that have been used in connection with any offering of the Certificates present fairly, in accordance with a statutory basis of accounting and applicable regulations consistently applied throughout the periods involved, the financial position of the District as at their respective dates and the revenues and expenses and changes in fund balances for the periods covered thereby.
(e) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated thereunder will not violate or conflict with any provision of the Constitution of the State of Kansas or any statute or any rulehereby, order, regulation, judgment or decree of any court, agency or other governmental or administrative board or body to which the District is subject, or conflict conflicts with or constitute results in a breach of the terms, conditions or default under any provision provisions of any indenture, mortgage, deed of trust, restriction or any agreement or other instrument to which the District is a party or by which the District or any of its properties is bound.
(d) Except as otherwise contemplated in the Certificate Documents, no additional or further approval, consent, authorization or other action by any governmental or administrative board or body, not already obtained prior to the issuance of the Series 2012 Certificates, is required in connection with the execution, delivery or performance by the District of the Certificate Documents to which it is a party, this Certificate Purchase Agreement and all other documents delivered by the District.
(ef) There is no action, suit, proceeding, investigation proceeding pending or inquiry, at law or threatened in equity, by any court or before any court, agency governmental authority or other governmental or administrative arbitration board or body, pending or, to tribunal challenging the knowledge validity of the District, threatened against the District, wherein an unfavorable decision, ruling or finding would have a material adverse effect on (i) the financial condition proceedings of the District; (ii) governing body of the ability District authorizing this Lease or the power or authority of the District to make enter into this Lease or the payments required under the Certificate Documents validity or to otherwise comply with enforceability of this Lease or that, if adversely determined, would adversely affect the transactions contemplated by this Certificate Purchase Agreement, (iii) Lease or the validity or enforceability interest of the Certificate DocumentsTrustee under this Lease.
(g) The District has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the District’s interests in any property now or hereafter included in the Real Property or Improvements will be or may be impaired, changed or encumbered in any manner whatsoever, except as contemplated by this Certificate Purchase Agreement Lease.
(h) No event or any other document delivered condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists.
(i) Upon completion, the Improvements will be structurally sound and in compliance with all applicable building and design codes and the District’s requirements and will constitute “energy conservation measures” as described in K.S.A. 75-37,125. The Improvements are designed to provide energy and operational cost savings at least equivalent to the amount expended by the District in connection for the Improvements over a period of not more than 30 years after the date the Improvements are installed.
(j) The District has complied or will comply with all requirements under K.S.A. 75-37,125, and any other public bidding or other requirements that may be applicable to this Lease and the transactions contemplated thereunder or (iv) the existence or powers acquisition, construction and equipping of the DistrictImprovements.
(k) The capital cost that would be required to purchase the Improvements if paid for by cash would be $1,900,000.
(l) The annual average effective interest cost of this Lease is 1.5% per annum.
(m) No amount is included in Rent (assuming continuation of this Lease through the Lease Term) for service, maintenance, insurance and other charges exclusive of capital cost and interest cost.
(n) The District has received an allocation of Qualified Zone Academy Bonds from the Kansas Department of Education in an amount equal to or in excess of the Principal Portion. The foregoing representations and warranties shall survive ClosingDistrict hereby designates this Lease as a Qualified Zone Academy Bond for purposes of Section 54E of the Code.
Appears in 1 contract
Sources: Lease Purchase Agreement
Representations of the District. In consideration of the foregoing, to induce the Trustee to issue and deliver the Series 2012 Certificates and to induce the Purchaser to purchase Series 2012 Certificates, the The District hereby represents and warrants to the Trustee and the Purchaser thatLessee as follows:
(a) 4.4.1 The District is a unified school district district, duly organized and validly existing under the Constitution and laws of the State of Kansas, with California;
4.4.2 The District has the full power and authority pursuant to K.S.A. 72-8225 and K.S.A. 10-1101 et seq. to consummate all transactions contemplated by this Certificate Purchase Agreement, the Certificate Documents and any and all other agreements relating theretoenter into, to executeexecute and to deliver this Site Lease, deliver and to perform all of its duties and obligations under the Certificate Documents to which it is a partyhereunder, this Certificate Purchase Agreement and all other documents delivered by the District.
(b) The District has duly authorized the Certificate Documents to which it is a partyexecution of this Site Lease;
4.4.3 Neither the execution and delivery of this Site Lease nor the Facilities Lease, this Certificate Purchase Agreement nor the fulfillment of or compliance with the terms and all other documents delivered by conditions hereof or thereof, nor the District and all actions necessary and appropriate to carry out the same, and each such document, when executed and delivered by the District, will constitute the legal, valid and binding obligation consummation of the District enforceable 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 District of the Certificate Documents to which it is a party, this Certificate Purchase Agreement or any other document delivered by the District in connection with the transactions contemplated thereunder will not violate hereby or conflict thereby, conflicts with any provision or results in a breach of the Constitution terms, conditions or provisions of the State of Kansas any restriction or any statute agreement or any rule, order, regulation, judgment or decree of any court, agency or other governmental or administrative board or body instruction to which the District is subject, or conflict with or constitute a breach of or default under any provision of any indenture, mortgage, deed of trust, agreement or other instrument to which the District is now a party or by which the District is bound, or constitutes a default under any of its properties is boundthe foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the District, or upon the Site, except Permitted Encumbrances.
(d) Except as otherwise contemplated in the Certificate Documents, no additional or further approval, consent, authorization or other action by any governmental or administrative board or body, not already obtained prior to the issuance 4.4.4 The District is aware of the Series 2012 Certificates, is required in connection with the execution, delivery or performance by the District of the Certificate Documents to which it is a party, this Certificate Purchase Agreement and all other documents delivered by the District.
(e) There is no action, suit, proceeding, investigation or inquiry, at law or investigation pending or threatened in any court or in equityany federal, by state, or before any courtmunicipal administrative body which, agency or other governmental or administrative board or body, pending or, if determined adversely to the knowledge of the DistrictDistrict or its interests, threatened against the District, wherein an unfavorable decision, ruling or finding would have a material and adverse effect on (i) upon the financial condition District’s ability to consummate or perform the transactions and obligations contemplated by, or validity of, this Lease or the Facilities Lease. The District is not in default with respect to any order or decree of any court or any order, regulation, or demand of any federal, state, or municipal administrative body which default might have consequences that would have a material and adverse effect upon the District’s ability to consummate or perform the transactions and obligations contemplated by, or validity of, this Lease or the Facilities Lease.
4.4.5 The District is in compliance with all laws, regulations, and ordinances for the purposes of construction of the District; facilities pursuant to the Facilities Lease, including without limitation, any local environmental ordinances or requirements under the California Environmental Quality Act (ii) the ability Public Resources Code, section 21000 et seq.).
4.4.6 The District has disclosed any contamination of the Site by Hazardous Materials of which it is aware. If the District becomes aware of any circumstance which would change or render this representation incorrect, in whole or in part, the District will give immediate written notice to make Lessee. Lessee is entitled to rely on the payments required under the Certificate Documents District’s disclosures. Lessee shall not knowingly violate any law or to otherwise comply with the transactions contemplated by this Certificate Purchase Agreementregulation of any federal, (iii) the validity state or enforceability local governmental authority having jurisdiction over hazardous substances. If Lessee becomes aware of any contamination or potential contamination of the Certificate DocumentsSite by Hazardous Materials, this Certificate Purchase Agreement or any other document delivered by Lessee will give immediate written notice to the District and shall cooperate in connection with the transactions contemplated thereunder or (iv) the existence or powers any investigation of potential contamination of the DistrictSite by Hazardous Materials. The foregoing representations and warranties Lessee shall survive Closinghave no responsibility or liability for Hazardous Materials that are pre-existing on the Site or that are brought to the Site by others for whom Lessee is not liable.
Appears in 1 contract
Sources: Lease Leaseback Agreement
Representations of the District. In consideration of the foregoingThe District represents, to induce the Trustee to issue warrants and deliver the Series 2012 Certificates and to induce the Purchaser to purchase Series 2012 Certificates, the District hereby represents and warrants covenants to the Trustee and the Purchaser thatAssociation as follows:
(a) The District is a unified school district duly organized school district, body corporate and validly existing under the laws political subdivision of the State of Kansas, with full power and authority pursuant to K.S.A. 72-8225 and K.S.A. 10-1101 et seq. to consummate all transactions contemplated by this Certificate Purchase Agreement, the Certificate Documents and any and all other agreements relating thereto, to execute, deliver and perform its obligations under the Certificate Documents to which it is a party, this Certificate Purchase Agreement and all other documents delivered by the DistrictMissouri.
(b) The District has full power and authority to enter into this Site Lease and the transactions contemplated by this Site Lease and to carry out its obligations hereunder, and by proper action has duly authorized the Certificate Documents to which it is a party, execution and delivery of this Certificate Purchase Agreement and all other documents delivered Site Lease by the District and all actions necessary and appropriate to carry out the same, and each such document, when executed and delivered by the District, will constitute the legal, valid and binding obligation of the District enforceable 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 generallyduly authorized officers.
(c) The executionexecution and delivery of this Site Lease and the Lease, delivery the consummation of the transactions contemplated hereby and thereby, and the performance of or compliance with the terms and conditions of this Site Lease and the Lease by the District of the Certificate Documents to which it is a party, this Certificate Purchase Agreement or any other document delivered by the District in connection with the transactions contemplated thereunder will not violate or conflict with any provision of the Constitution of the State of Kansas or any statute or any rule, order, regulation, judgment or decree of any court, agency or other governmental or administrative board or body to which the District is subject, or conflict with or constitute result in a breach of any of the terms, conditions or provisions of, or constitute a default under under, any provision of any indenture, mortgage, deed of trust, lease or any other restriction or any agreement or other instrument to which the District is a party or by which it or any of its property is bound, or any order, rule or regulation applicable to the District or any of its properties property of any court or governmental body, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the District under the terms of any instrument or agreement to which the District is bounda party.
(d) Except as otherwise contemplated in the Certificate Documents, no additional or further approval, consent, authorization or other action by any governmental or administrative board or body, not already obtained prior The District has good and marketable fee simple title to the issuance Project Site at the time of execution and delivery of the Series 2012 Certificates2014 Certificates free and clear of any liens or encumbrances, is required in connection with the executionexcept Permitted Encumbrances, delivery or performance and such real estate will thereby be exempt from property and any other taxes levied by the District State of the Certificate Documents to which it is a party, this Certificate Purchase Agreement and all other documents delivered Missouri or any political subdivision thereof or by the District.
(e) There is no action, suit, proceeding, investigation or inquiry, at law or in equity, by or before any court, agency or other governmental or administrative board or body, pending or, to the knowledge The lease of the District, threatened against the District, wherein an unfavorable decision, ruling or finding would have a material adverse effect on (i) the financial condition of the District; (ii) the ability of Project Site by the District to make the payments required under Association, as provided in this Site Lease, will enhance and expand the Certificate Documents or to otherwise comply with the transactions contemplated by this Certificate Purchase Agreement, (iii) the validity or enforceability use of the Certificate Documents, this Certificate Purchase Agreement or any other document delivered public facilities owned by the District in connection with the transactions contemplated thereunder or (iv) the existence or powers and as a result thereof will serve all of the District. aforesaid purposes and is therefore necessary, desirable and in the public interest.
(f) The foregoing representations Facilities will comply in all material respects with all presently applicable building and warranties shall survive Closingzoning, health, environmental and safety ordinances and laws and all other applicable laws, rules and regulations.
Appears in 1 contract
Sources: Site Lease
Representations of the District. In consideration of the foregoing, to induce the Trustee to issue and deliver the Series 2012 Certificates and to induce the Purchaser to purchase Series 2012 Certificates, the The District hereby represents and warrants to the Trustee and the Purchaser thatLessee as follows:
(a) 4.4.1 The District is a unified school district district, duly organized and validly existing under the Constitution and laws of the State of Kansas, with California;
4.4.2 The District has the full power and authority pursuant to K.S.A. 72-8225 and K.S.A. 10-1101 et seq. to consummate all transactions contemplated by this Certificate Purchase Agreement, the Certificate Documents and any and all other agreements relating theretoenter into, to executeexecute and to deliver this Site Lease, deliver and to perform all of its duties and obligations under the Certificate Documents to which it is a partyhereunder, this Certificate Purchase Agreement and all other documents delivered by the District.
(b) The District has duly authorized the Certificate Documents to which it is a partyexecution of this Site Lease;
4.4.3 Neither the execution and delivery of this Site Lease nor the Facilities Lease, this Certificate Purchase Agreement nor the fulfillment of or compliance with the terms and all other documents delivered by conditions hereof or thereof, nor the District and all actions necessary and appropriate to carry out the same, and each such document, when executed and delivered by the District, will constitute the legal, valid and binding obligation consummation of the District enforceable 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 District of the Certificate Documents to which it is a party, this Certificate Purchase Agreement or any other document delivered by the District in connection with the transactions contemplated thereunder will not violate hereby or conflict thereby, conflicts with any provision or results in a breach of the Constitution terms, conditions or provisions of the State of Kansas any restriction or any statute agreement or any rule, order, regulation, judgment or decree of any court, agency or other governmental or administrative board or body instruction to which the District is subject, or conflict with or constitute a breach of or default under any provision of any indenture, mortgage, deed of trust, agreement or other instrument to which the District is now a party or by which the District is bound, or constitutes a default under any of its properties is boundthe foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the District, or upon the Site, except Permitted Encumbrances.
(d) Except as otherwise contemplated in the Certificate Documents, no additional or further approval, consent, authorization or other action by any governmental or administrative board or body, not already obtained prior to the issuance 4.4.4 The District is aware of the Series 2012 Certificates, is required in connection with the execution, delivery or performance by the District of the Certificate Documents to which it is a party, this Certificate Purchase Agreement and all other documents delivered by the District.
(e) There is no action, suit, proceeding, investigation or inquiry, at law or investigation pending or threatened in any court or in equityany federal, by state, or before any courtmunicipal administrative body which, agency or other governmental or administrative board or body, pending or, if determined adversely to the knowledge of the DistrictDistrict or its interests, threatened against the District, wherein an unfavorable decision, ruling or finding would have a material and adverse effect on (i) upon the financial condition District’s ability to consummate or perform the transactions and obligations contemplated by, or validity of, this Lease or the Facilities Lease. The District is not in default with respect to any order or decree of any court or any order, regulation, or demand of any federal, state, or municipal administrative body which default might have consequences that would have a material and adverse effect upon the District’s ability to consummate or perform the transactions and obligations contemplated by, or validity of, this Lease or the Facilities Lease.
4.4.5 The District is in compliance with all laws, regulations, and ordinances for the purposes of construction of the District; facilities pursuant to the Facilities Lease, including without limitation, any local environmental ordinances or requirements under the California Environmental Quality Act (ii) the ability Public Resources Code, section 21000 et seq.).
4.4.6 The District has disclosed any contamination of the Site by Hazardous Materials of which it is aware. If the District becomes aware of any circumstance which would change or render this representation incorrect, in whole or in part, the District will give immediate written notice to make ▇▇▇▇▇▇. Lessee is entitled to rely on the payments required under the Certificate Documents District’s disclosures. Lessee shall not knowingly violate any law or to otherwise comply with the transactions contemplated by this Certificate Purchase Agreementregulation of any federal, (iii) the validity state or enforceability local governmental authority having jurisdiction over hazardous substances. If ▇▇▇▇▇▇ becomes aware of any contamination or potential contamination of the Certificate DocumentsSite by Hazardous Materials, this Certificate Purchase Agreement or any other document delivered by Lessee will give immediate written notice to the District and shall cooperate in connection with the transactions contemplated thereunder or (iv) the existence or powers any investigation of potential contamination of the DistrictSite by Hazardous Materials. The foregoing representations and warranties Lessee shall survive Closinghave no responsibility or liability for Hazardous Materials that are pre-existing on the Site or that are brought to the Site by others for whom ▇▇▇▇▇▇ is not liable.
Appears in 1 contract
Sources: Site Lease
Representations of the District. In consideration of The District makes the foregoing, to induce the Trustee to issue and deliver the Series 2012 Certificates and to induce the Purchaser to purchase Series 2012 Certificates, the District hereby represents and warrants to the Trustee and the Purchaser thatfollowing representations:
(a) The District is a unified school county water district and public agency duly organized and validly existing under and pursuant to the laws of the State of Kansas, with full power and authority pursuant to K.S.A. 72-8225 and K.S.A. 10-1101 et seq. to consummate all transactions contemplated by this Certificate Purchase Agreement, the Certificate Documents and any and all other agreements relating thereto, to execute, deliver and perform its obligations under the Certificate Documents to which it is a party, this Certificate Purchase Agreement and all other documents delivered by the DistrictCalifornia.
(b) The District has duly authorized the Certificate Documents full legal right, power and authority to which it is a party, enter into this Certificate Purchase Agreement and all to enter into the transactions contemplated by this Agreement, and to carry out its obligations hereunder.
(c) With the exception of the pledge of the Net Revenues hereunder and under the 2013 Loan Agreement, the Net Revenues have not otherwise been pledged and there are no other documents delivered liens against the Net Revenues, senior to, or on parity with the Installment Payments and the 2013 Loan Payments.
(d) The District is not currently, and has not been at any time, in default under the Prior Obligations.
(e) The District’s comprehensive annual financial report for the period ended June 30, 2013, presents fairly the financial condition of the District and the Wastewater Enterprise as of the date hereof and the results of operation for the period covered thereby. Except as has been disclosed to the Bank in writing, there has been no change in the financial condition of the District or the Wastewater Enterprise since June 30, 2013, that will in the reasonable opinion of the District materially impair its ability to perform its obligations under this Agreement. All information provided by the District to the Bank with respect to the financial performance of the Wastewater Enterprise is accurate in all material respects as of its respective date and does not omit any information necessary to make the information provided not misleading.
(f) As currently conducted, the District’s activities with respect to the Wastewater Enterprise are in all actions necessary material respects in compliance with all applicable laws, administrative regulations of the State of California and appropriate to carry out of the sameUnited States and any agency or instrumentality of either, and each any judgment or decree to which the District is subject.
(g) The District has never non-appropriated or defaulted under any of its payment or performance obligations or covenants, either with respect to the Prior Obligations or any obligation of the same general nature as the Loan, or under any of its bonds, notes, or other obligations of indebtedness for which its revenues or general credit are pledged.
(h) Prior to making any voluntary disclosures of this Agreement with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access or another similar disseminating agent or organization, the District will provide the Bank and its counsel a reasonable opportunity to review and approve such documentvoluntary disclosure, when executed and, if appropriate, redact any private or confidential information.
(i) As long as the Loan of the District is outstanding, the District will promptly notify the Bank or its designee, of an event that will have a material impact on the financial condition of the District.
(j) Neither the execution and delivered delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a material breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the District is now a party or by which the District is bound or constitutes a default under any of the foregoing.
(k) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the best knowledge of the District, will constitute threatened against or affecting the legalDistrict or affecting the corporate existence of the District or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the entering into of this Agreement or in any way contesting or affecting the transactions contemplated hereby or the validity or enforceability of this Agreement or contesting the powers of the District or any authority for the execution and delivery of this Agreement.
(l) The Agreement is a valid and binding obligation of the District enforceable 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.
(cm) The execution, delivery District has duly authorized and performance by executed this Agreement in accordance with the laws of the State.
(n) No consent or approval of any trustee or holder of any indebtedness of the District or of the Certificate Documents to which it voters of the District, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is a party, this Certificate Purchase Agreement or any other document delivered by the District necessary in connection with the transactions contemplated thereunder will not violate execution and delivery of this Agreement, or conflict with any provision of the Constitution of the State of Kansas or any statute or any rule, order, regulation, judgment or decree consummation of any courttransaction herein contemplated, agency except as have been obtained or other governmental or administrative board or body to which the District is subject, or conflict with or constitute a breach of or default under any provision of any indenture, mortgage, deed of trust, agreement or other instrument to which the District is a party or by which the District or any of its properties is boundmade and as are in full force and effect.
(do) Except as otherwise contemplated in Since the Certificate Documents, no additional or further approval, consent, authorization or other action by any governmental or administrative board or body, not already obtained prior to the issuance most current date of the Series 2012 Certificatesinformation, is required in connection with the executionfinancial or otherwise, delivery or performance supplied by the District to the Bank:
(i) There has been no change in the assets, liabilities, financial position or results of operations of the Certificate Documents District which might reasonably be anticipated to which it is cause a party, this Certificate Purchase Agreement and all other documents delivered by the District.Material Adverse Effect;
(eii) There is no actionThe District has not incurred any obligations or liabilities which might reasonably be anticipated to cause a Material Adverse Effect; and
(iii) The District has not (A) incurred any material indebtedness, suit, proceeding, investigation or inquiry, at law or other than the Installment Payments and trade accounts payable arising in equity, by or before any court, agency or other governmental or administrative board or body, pending or, to the knowledge ordinary course of the District’s business and not past due, threatened against or (B) guaranteed the District, wherein an unfavorable decision, ruling or finding would have a material adverse effect on (i) the financial condition indebtedness of the District; (ii) the ability of the District to make the payments required under the Certificate Documents or to otherwise comply with the transactions contemplated by this Certificate Purchase Agreement, (iii) the validity or enforceability of the Certificate Documents, this Certificate Purchase Agreement or any other document delivered by the District in connection with the transactions contemplated thereunder or (iv) the existence or powers of the District. The foregoing representations and warranties shall survive Closingperson.
Appears in 1 contract