Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein contained: (a) The Issuer is a public corporation duly organized and validly existing under the Constitution and laws of the State. The Issuer has the power, pursuant to the provisions of the Act, to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement and the Indenture. (b) To finance a portion of the Cost of the Project, the Issuer will issue its Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds are to be issued under and secured by the Indenture, pursuant to which certain of the Issuer’s interests in this Agreement will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (d) The Issuer has not and will not pledge or otherwise transfer its interest in this Agreement other than to the Trustee to secure the Bonds. (e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1. (f) The issuance of the Bonds for the purpose of financing Cost of the Project will further the public purposes of the Act. (g) The Company qualifies as an eligible company within the meaning of the Act. (h) All requirements of the Act have been complied with in connection with the issuance and sale of the Bonds and the execution of this Agreement and the Indenture. (i) No official or officer of the Issuer has any interest, financial, employment or otherwise, in the Company or in the transactions contemplated hereby, prohibited by any statute or rule of law of the State.
Appears in 2 contracts
Sources: Loan Agreement (New Ships, Inc.), Loan Agreement (New Ships, Inc.)
Representations of the Issuer. The Issuer makes the following representations as the basis for the its undertakings on its part herein contained:
(a) The Issuer is a body corporate and politic and a public corporation instrumentality of the State of New York duly organized and validly existing created under the Constitution and laws of the State. The Issuer has the power, pursuant to the provisions of the Act, to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement and the Indenture.
(b) To finance a portion of the Cost of the Project, the Issuer will issue its Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds are to will be issued under and secured by the an Indenture, pursuant to which certain of the Issuer’s interests interest in this Agreement with respect to the Bonds (except certain rights of the Issuer 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 Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer 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 Issuer 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 Issuer has not and will not pledge or otherwise transfer its interest in this Agreement other than made the required findings under the Act with respect to the Trustee to secure the Bonds.
(e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The issuance of the Bonds for the purpose of financing Cost of the Project will further the public purposes of the Act.
(g) The Company qualifies as an eligible company within the meaning of the Act.
(h) All requirements of the Act have been complied with in connection with the issuance and sale of the Bonds and the execution of this Agreement and the IndentureAgreement.
(ie) No official or officer director of the Issuer has any interest, financial, employment or otherwise, pecuniary interest in the Company or Company.
(f) The Issuer has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds.
(g) The Issuer has full power and authority to consummate all transactions contemplated herebyby this Agreement, prohibited by the Bonds and the Indenture and any statute and all other agreements relating thereto.
(h) The Issuer makes no representation or rule of law warranty concerning the suitability of the StateProject for the purpose for which it is being undertaken by the Company. The Issuer 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 Issuer.
Appears in 2 contracts
Sources: Loan Agreement (Casella Waste Systems Inc), Loan Agreement (Casella Waste Systems Inc)
Representations of the Issuer. The Issuer makes the following representations as the basis for the its undertakings on its part herein contained:
(a) The Issuer is a public corporation duly organized an entity within the Trade and validly existing under the Constitution and laws Commerce Agency of the State. The Issuer has the power, pursuant to Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action of the Issueraction, the Issuer has been duly authorized to execute execute, deliver and deliver duly perform its obligations under this Agreement and the Indenture.
(b) To finance a portion the Costs of the Cost Project and certain Costs of the ProjectIssuance, the Issuer will issue its the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds are to will be issued under and secured by the Indenture, pursuant to which certain of the Issuer’s interests 's interest in this Agreement (except certain rights of the Issuer to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the BondsBonds and to the Bank, on a basis subordinate thereto, as security for the payment of the obligations of the Borrower under the Credit Agreement.
(d) The Issuer has not pledged and will not pledge or otherwise transfer its interest in this Agreement for any purpose other than to the Trustee to secure the BondsBonds under the Indenture and the obligations of the Borrower under the Credit Agreement.
(e) The Issuer, to its knowledge, Issuer is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1Section.
(f) The issuance Issuer has found and determined and hereby finds and determines that (i) the Loan to be made hereunder with the proceeds of the Bonds for will promote the purpose of financing Cost purposes of the Project will further Act by providing funds to finance the Construction of the Project; and (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act.
(g) The Company qualifies as an eligible company within the meaning No member, officer or other official of the Act.
(h) All requirements of Issuer has any financial interest whatsoever in the Act have been complied with Borrower or in connection with the issuance and sale of the Bonds and the execution of transactions contemplated by this Agreement and the Indenture.
(ih) No official Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract or officer the Tax Regulatory Agreement, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Issuer is now a party or by which it is bound or constitute a default under any of the foregoing 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 Issuer has under the terms of any interest, financial, employment instrument or otherwise, in the Company or in the transactions contemplated hereby, prohibited by any statute or rule of law of the Stateagreement.
Appears in 1 contract
Representations of the Issuer. The Issuer makes the following representations as the basis for the its undertakings on its part herein contained:
(a) The Issuer is a public corporation duly organized and validly existing under in the Constitution and State pursuant to the laws of the StateState including the Act, having those powers enumerated under the Act. The Issuer has Based upon representations of the powerCompany, pursuant to the Project constitutes a “project” within the meaning of the Act. Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action of the Issueraction, the Issuer has been duly authorized to execute the execution, delivery and deliver performance of its obligations under this Agreement and the Indenture.
(b) To finance a portion of the Cost of the Project, the Issuer will issue its Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds are to will be issued under and secured by the Indenture, pursuant to which certain of the Issuer’s interests interest in this Agreement with respect to the Bonds (except Unassigned Issuer Rights) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds.
(dc) All Revenues to be derived by the Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer 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 Issuer has not pledged and will not pledge or otherwise transfer its any interest in this Agreement for any purpose other than to the Trustee to secure the BondsBonds under the Indenture.
(d) All public hearings by, authorizations, consents, and approvals of, and registrations or filings with, governmental bodies or agencies (other than approvals which might be required under the securities laws of any jurisdiction) required for the delivery, issuance and sale by the Issuer of the Bonds and the execution and delivery by the Issuer of this Agreement and the Indenture, or in connection with the carrying out by the Issuer of the obligations hereunder and thereunder, have been obtained or made and are in full force and effect. No representation is made herein as to compliance with the securities or “blue sky” laws of any jurisdiction.
(e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The issuance of the Bonds for the purpose of financing Cost of the Project will further the public purposes of the Act.
(g) The Company qualifies as an eligible company within the meaning of the Act.
(h) All Issuer has found and determined and hereby finds and determines that all requirements of the Act have been complied with in connection with respect to the issuance and sale of the Bonds and the execution of this Agreement have been complied with and that issuing the Bonds and entering into this Agreement will be in furtherance of the purposes of the Act.
(f) No director, member, officer or other official of the Issuer is employed by the Company or has any interest in the transactions contemplated by this Agreement.
(g) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Company. The Issuer 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, should make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Issuer.
(h) The execution and delivery of, and the Indentureperformance of the obligations and agreements of the Issuer set forth in this Agreement, the Indenture and the Bonds are within the power and authority of the Issuer and have been duly authorized by the Issuer and will not contravene any provision of any judgment, order or decree to which the Issuer is subject or contravene or constitute a default under any contract, agreement or other instrument to which the Issuer is a party.
(i) No official The Issuer is not in violation of the Act or, to its knowledge, any existing law, rule or regulation applicable to it which would affect its existence or the matters referred to in the preceding subsections (a) and (h).
(j) All actions of the Issuer with respect to the issuance of the Bonds occurred at meetings held after notice given in accordance with the Issuer’s procedures and applicable law, which were open to the public and at which quorums were present and acting throughout, and said actions appear of public record in the minute books of the Issuer.
(k) There is no default of the Issuer 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 Indenture, the Bonds or this Agreement or the ability of the Issuer to perform its obligations thereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default.
(l) With respect to the Bonds, there are no other obligations of the Issuer that have been, are being or will be (i) sold at substantially the same time, (ii) sold pursuant to the same plan of financing, and (iii) reasonably expected to be paid from substantially the same source of funds.
(m) To the best of its knowledge, no litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or threatened against the Issuer with respect to (i) the organization and existence of the Issuer, (ii) its authority to execute or deliver the Indenture, the Bonds or this Agreement or to perform its obligations thereunder or to assign the same, (iii) the validity or enforceability of any of such instruments or the transactions contemplated thereby, (iv) the title of any officer of the Issuer has who executed such instruments, or (v) any interest, financial, employment authority or otherwise, in proceedings related to the Company or in the transactions contemplated hereby, prohibited by any statute or rule execution and delivery of law such instruments on behalf of the StateIssuer. No such authority or proceedings have been repealed, revoked, rescinded or amended and all are in full force and effect.
Appears in 1 contract
Sources: Loan Agreement (Novelis Inc.)
Representations of the Issuer. The Issuer Issuer, in reliance, in part, upon the opinion of Bond Counsel, makes the following representations and warranties as the basis for the undertakings undertaking on its part herein contained:.
(a) The Issuer is a public corporation duly organized consolidated local government and validly existing under the Constitution and laws political subdivision of the StateCommonwealth of Kentucky. The Pursuant to the Act, the Issuer has the power, pursuant power to issue the provisions of the ActBonds, to enter into this Agreement and the transactions contemplated by this Agreement hereby, and to carry out its obligations hereunder. By proper action The Issuer is not in default under or in violation of the IssuerConstitution or any of the laws of the Commonwealth or any charter which authorizes its de jure existence or is relevant to the issuance of the Bonds or the consummation of the transactions contemplated hereby or in connection with such issuance, the Issuer and has been duly authorized to issue the Bonds and to execute and deliver this Agreement. The Issuer agrees that it will do or cause to be done in a timely manner all things necessary to preserve and keep in full force and effect, and to carry out the terms of, this Agreement and the terms of the Indenture.
(b) To finance a portion The Issuer has determined that the Project constitutes and will constitute an activity permitted to be financed pursuant to the Act and that the financing of the Cost of Project is in the Project, the public interest and for a public purpose. The Issuer will issue its Bonds, which will mature, bear interest acquire title to the Project and be subject the Project Site and lease the same to redemption as set forth in the IndentureLessee pursuant to the Act and this Agreement.
(c) The Bonds are to be issued under and secured by the Indenture, pursuant to which certain of the Issuer’s interests in this Agreement will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds.
(d) The Issuer has not found and will not pledge or otherwise transfer its interest in this Agreement other than to the Trustee to secure the Bonds.
(e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The issuance of the Bonds for the purpose of financing Cost of the Project will further the public purposes of the Act.
(g) The Company qualifies as an eligible company within the meaning of the Act.
(h) All determined and hereby finds and determines that it has complied with all requirements of the Act have been complied as may be applicable with in connection with respect to the issuance and sale of the Bonds and the execution of this Agreement and the IndentureAgreement.
(id) The Issuer agrees to use and apply the net proceeds of the Bonds to assist in the acquisition, construction, equipping and installation of the Project and to lease the Project to the Lessee pursuant to the Agreement to the end that the purposes of the Act may be accomplished.
(e) To accomplish the foregoing, the Issuer agrees to issue the Bonds following the execution of this Agreement, on such terms and conditions as are set forth in the Indenture. The net proceeds from the issuance of the Bonds shall be applied, upon direction of the Lessee for application, to the payment or satisfaction of the Project Costs.
(f) No official or officer of the Issuer has any interest, financial, employment or otherwise, material interest whatsoever in the Company Lessee or in the transactions contemplated herebyby this Agreement.
(g) Neither the execution and delivery of this Agreement or the Indenture, prohibited by any statute or rule of law the consummation of the Statetransactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement or the Indenture, materially conflict with or result in a material breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Issuer is now a party or by which it is bound or constitute a material default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any material nature upon any of the property or assets of the Issuer under the terms of any instrument or agreement.
Appears in 1 contract
Sources: Lease Agreement
Representations of the Issuer. The Issuer makes the following representations to the Borrower as the basis for the its undertakings on its part herein contained:
(a) The Issuer is a public corporation duly organized body corporate and validly politic created and existing under the Constitution and laws Act, having those powers enumerated under the Act. Based upon representations of the StateBorrower, the Project constitutes a “project” within the meaning of the Act. The Issuer has the power, pursuant to Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunderhereunder and under the Indenture. By proper action of the Issueraction, the Issuer has been duly authorized to execute the execution, delivery and deliver performance of its obligations under this Agreement and the IndentureIndenture pursuant to a resolution of the Issuer adopted on February 25, 2014.
(b) To finance a portion of the Cost of the Project, the Issuer will issue its Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds are to will be issued under and secured by the Indenture, pursuant to which certain of the Revenues derived by the Issuer hereunder and the Issuer’s interests in rights under this Agreement (except certain Unassigned Issuer Rights) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. The Issuer, immediately following execution and delivery hereof, shall assign this Agreement and all amounts payable hereunder, except certain Unassigned Issuer Rights, to the Trustee, in trust as security for the payment of the Bonds, to be held and applied pursuant to the provisions of the Indenture.
(c) The Issuer has not pledged and will not pledge any interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. The Bonds constitute the only bonds or other obligations of the Issuer in any manner payable from the Revenues to be derived from this Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of this Agreement.
(d) The All public hearings by, authorizations, consents, and approvals of, and registrations or filings with, governmental bodies or agencies (other than approvals which might be required under the securities laws of any jurisdiction) required for the delivery, issuance and sale by the Issuer has not of the Bonds and will not pledge or otherwise transfer its interest in the execution and delivery by the Issuer of this Agreement other than and the Indenture, or in connection with the carrying out by the Issuer of the obligations hereunder and thereunder, have been obtained or made and are in full force and effect. No representation is made herein as to compliance with the Trustee to secure the Bondssecurities or “blue sky” laws of any jurisdiction.
(e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The issuance of the Bonds for the purpose of financing Cost of the Project will further the public purposes of the Act.
(g) The Company qualifies as an eligible company within the meaning of the Act.
(h) All Issuer has found and determined and hereby finds and determines that all requirements of the Act have been complied with in connection with respect to the issuance and sale of the Bonds and the execution of this Agreement have been complied with and that issuing the Bonds and entering into this Agreement will be in furtherance of the purposes of the Act.
(f) No director, member, officer or other official of the Issuer is employed by the Borrower or has any interest in the transactions contemplated by this Agreement.
(g) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which it is being undertaken by the Borrower. The Issuer has not made any independent investigation as to the feasibility or creditworthiness of the Borrower. Any bond purchaser, assignee of this Agreement or any other party with any interest in this transaction, should make its own independent investigation as to the creditworthiness and feasibility of the Project, independent of any representation or warranties of the Issuer.
(h) The execution and delivery of, and the Indentureperformance of the obligations and agreements of the Issuer set forth in this Agreement, the Indenture and the Bonds are within the power and authority of the Issuer and have been duly authorized by the Issuer and will not contravene any provision of any judgment, order or decree to which the Issuer is subject or contravene or constitute a default under any contract, agreement or other instrument to which the Issuer is a party.
(i) No official The Issuer is not in violation of the Act or, to its knowledge, any existing law, rule or regulation applicable to it which would affect its existence or the matters referred to in the preceding subsections (a) through (h).
(j) All actions of the Issuer with respect to the issuance of the Bonds occurred at meetings held after notice given in accordance with the Issuer’s procedures and applicable law, which were open to the public and at which quorums were present and acting throughout, and said actions appear of public record in the minute books of the Issuer.
(k) There is no default of the Issuer 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 reasonably be expected to affect the validity and enforceability of the Indenture, the Bonds or this Agreement or the ability of the Issuer to perform its obligations thereunder or hereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default.
(l) With respect to the Bonds, there are no other obligations of the Issuer that have been, are being or will be (i) sold at substantially the same time (i.e., less than 15 days apart), (ii) sold pursuant to the same plan of financing, and (iii) reasonably expected to be paid from substantially the same source of funds.
(m) To the best of its knowledge, no litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or threatened against the Issuer with respect to (i) the organization and existence of the Issuer, (ii) its authority to execute or deliver the Indenture, the Bonds or this Agreement or to perform its obligations thereunder, (iii) the validity or enforceability of any of such instruments or the transactions contemplated thereby, (iv) the title of any officer of the Issuer has who executed such instruments, or (v) any interest, financial, employment authority or otherwise, in proceedings related to the Company or in the transactions contemplated hereby, prohibited by any statute or rule execution and delivery of law such instruments on behalf of the StateIssuer. No such authority or proceedings have been repealed, revoked, rescinded or amended and all are in full force and effect.
(n) The Issuer will, upon the written direction of the Borrower, take all steps specified in such directions as are required to be taken by the Issuer in connection with the computation and payment of rebatable arbitrage in accordance with Section 148(f) of the Code and Section 1.148-3 of the Regulations, including, but not limited to, the execution by the Issuer for filing by the Borrower of Internal Revenue Service Form 8038-T or any successor form required by such sections. The Issuer may conclusively rely on the directions of the Borrower with regard to any actions to be taken by it pursuant to this Section and shall have no liability for any consequences of any failure of the Borrower to supply accurate or sufficient directions or for the Bonds becoming “arbitrage bonds” as a result of compliance with such directions.
Appears in 1 contract
Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein containedand warranties:
(a) The Issuer is a public municipal corporation duly organized and validly existing under the Constitution and laws of the State. The Issuer has the power, pursuant to State and is authorized and empowered by the provisions of the Act, Act and the ordinance authorizing the issuance of the Bonds to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By , and by proper action of the Issuer, the Issuer has its governing body had been duly authorized to execute and deliver this Agreement and Agreement. The Project constitutes an "economic development facility" within the Indenturemeaning of the Act.
(b) To finance a portion The Issuer has performed all duties, undertaken all acts, made all findings and held all hearings prerequisite to the adoption of the Cost Bond Ordinance and the issuance of the Bonds.
(c) Heretofore the Issuer and the Company did agree that the Issuer would finance the Costs of the Project. The Company has estimated that the aggregate amount thereof will not be less than $6,300,000, and on that basis the Issuer will now proposes to issue its BondsBonds in the aggregate principal amount of $6,300,000, which Bonds will maturebe dated, mature and bear interest and be subject to redemption as set forth in the Indenture, and which Bonds will be subject to redemption and purchase at the times and the prices set forth in the Indenture, in order to finance the Costs of the Project.
(cd) The Bonds are to be issued under and secured by the Indenture, pursuant to which certain of the Issuer’s 's interests in this Agreement Agreement, and the revenues and receipts to be derived by the Issuer pursuant to this Agreement, will be pledged and assigned to the Trustee as security for payment of the principal or purchase price of, premium, if any, and interest on the Bonds.
(d) The Issuer has not and will not pledge or otherwise transfer its interest in this Agreement Agreement, or the revenues and receipts derived pursuant to this Agreement, excepting Unassigned Rights, other than to the Trustee under the Indenture to secure the Bonds.
(e) The Issuer, to its knowledge, is not in default under any Issuer finds and determines that the financing of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The issuance of the Bonds for the purpose of financing Cost Costs of the Project will further is in the public interest and in compliance with the purposes and provisions of the Act.
(f) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts with or results in a breach of the terms, conditions or provisions of any restriction, agreement or instrument to which the Issuer is a party, or by which it or any of its property is bound, or constitutes a default under any of the foregoing.
(g) The Company qualifies as an eligible company within the meaning Issuer covenants not to purchase any of the ActBonds at any time that the Letter of Credit is available to be drawn therefor.
(h) All requirements No member of the Act have been complied with in connection with the issuance and sale of the Bonds and the execution of this Agreement and the Indenture.
(i) No official or officer Common Council of the Issuer has a pecuniary interest in any interestemployment, financial, employment contract or otherwise, in the Company or in agreement related to the transactions contemplated herebyby this Agreement, prohibited except as disclosed by any statute or rule of law such member in accordance with the Act. No member of the State.Common
Appears in 1 contract
Sources: Loan Agreement (Walbro Corp)
Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein containedand warranties:
(a) The Issuer is a public corporation body politic and corporate duly organized and validly existing under the Constitution and laws of the StateState of South Dakota. The Issuer has full power and authority under the power, pursuant to the provisions laws of the ActState of South Dakota (including, to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action of the Issuerin particular, the Issuer has been duly authorized Act) to issue the Series 2014A Bonds, to execute and deliver this Agreement Agreement, the Indenture, and the Seventeenth Supplement to Lease (as defined in the Indenture) and to carry out the terms thereof, including the acquisition and leasing of post-secondary vocational education facilities to the Board pursuant to the Lease and for the benefit of one or more Qualifying Participating Institutions (as defined in the Collection Agreement) pursuant to the Subleases (defined in the Indenture).
(b) To finance a portion The Issuer has complied with all applicable provisions of the Cost Constitution and laws of the Project, State of South Dakota in connection with the Issuer will issue its authorization and sale of the Series 2014A Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Issuer has duly taken all necessary action for (i) the authorization, issuance and sale of the Series 2014A Bonds are to be issued under upon the terms set forth herein and secured by in the Preliminary Official Statement and (ii) the execution, delivery, receipt and due performance of the Series 2014A Bonds, this Agreement, the Indenture, pursuant and the Seventeenth Supplement to which certain Lease.
(d) The Series 2014A Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly and validly authorized and issued and will constitute valid and binding special obligations of the Issuer enforceable in accordance with their terms and entitled to the benefits and security of the Indenture. The Indenture, the Lease, and the Pledge Agreement, on the Closing Date (as hereinafter defined), will have each been duly and validly authorized, executed and delivered by the Issuer’s interests in this Agreement , will be pledged in full force and effect and will be valid and binding instruments of the Issuer enforceable in accordance with their terms.
(e) The Issuer will cause the proceeds from the sale of the Series 2014A Bonds to be applied as specified in the Trustee Indenture and the Lease. So long as security for payment any of the Series 2014A Bonds remain outstanding, the Issuer will not issue or sell any bonds or obligations (other than the Series 2014A Bonds), the principal of, premium, if any, and or interest on which will be payable from the Bonds.
(d) The payments due to the Issuer has not and will not pledge out of Lease Rentals or otherwise transfer its interest in this Agreement Program Revenues other than to as permitted and provided in the Trustee to secure the Bonds.
(e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1Indenture and Pledge Agreement.
(f) The issuance There are no legal or governmental proceedings pending or, to the best of the Bonds for the purpose of financing Cost knowledge of the Project will further Issuer, threatened, or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the public purposes validity or security of the ActSeries 2014A Bonds, this Agreement, the Indenture, the Pledge Agreement, the Collection Agreement, the Lease, or the transactions contemplated thereby or by the Official Statement.
(g) The Company qualifies as an eligible company within execution and delivery of this Agreement, the meaning Series 2014A Bonds, the Indenture, and the other agreements and instruments contemplated hereby, and compliance with the provisions thereof, will not conflict with or constitute a breach of or default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the ActIssuer is subject or by which it is bound.
(h) All requirements The information in the Official Statement relating to the Issuer under the captions “THE AUTHORITY” and “LITIGATION” does not contain any untrue statement of a material fact and does not omit any material fact necessary to make the statements therein, in light of the Act have been complied with in connection with the issuance and sale of the Bonds and the execution of this Agreement and the Indenturecircumstances under which they were made, not misleading.
(i) No official or officer The Issuer has ratified the use of the Preliminary Official Statement and has approved the use of the Official Statement.
(j) The Issuer, on behalf of itself and any other “issuers,” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with Paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer has agrees to deliver such Official Statements within seven business days after the execution hereof. The parties hereto hereby agree to supply the Issuer with such information at such times, and to otherwise cooperate with the Issuer so that the Issuer can deliver the Official Statement in compliance with the preceding sentence.
(k) The Underwriter shall give notice to the Issuer and any interestadditional “issuer” on the date after which no participating underwriter, financial, employment or otherwise, as such term is defined in the Company or in the transactions contemplated herebyRule, prohibited by any statute or rule of law remains obligated to deliver Official Statements pursuant to Paragraph (b)(4) of the StateRule.
(l) The Underwriter agrees that it shall, until a Official Statement is available, send or cause to be sent no later than the next business day, by first class mail or other equally prompt means, to any potential customer, on request, one or more copies of the Preliminary Official Statement, as most recently supplemented or amended (if any).
(m) The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety days from the end of the underwriting period or
(ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the end of the underwriting period, the Underwriter shall send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement.
Appears in 1 contract
Sources: Bond Purchase Agreement
Representations of the Issuer. The Issuer makes the following representations and warranties as the basis for the undertakings on its part herein containedcovenants herein:
(a1) The Issuer is a public corporation home rule charter city, municipal corporation, and political subdivision duly organized and validly existing under its charter and the Constitution and laws of the State and is authorized to issue the Subordinate Bonds to finance the Project pursuant to the Act.
(2) In authorizing the Project, the Issuer’s purpose is, and in its judgment the effect thereof will be, to promote the public welfare by providing a multifamily rental housing development within the meaning of the Act and assisting individuals and their families within the City to obtain decent, safe and sanitary housing at rentals they can afford, and facilitating the development of rental housing opportunities for residents of the City.
(3) A public hearing on the proposal to finance the Project was called and held on August 27, 2018, at which time all persons who appeared were given an opportunity to express their views with respect to the proposal to undertake and finance the Project.
(4) The issuance and sale of the Subordinate Bonds, the execution and delivery of this Loan Agreement, the Indenture, the Regulatory Agreement, the Bond Purchase Agreement, and the Assignment of Subordinate Mortgage, and the performance of all covenants and agreements of the Issuer contained in this Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Assignment of Subordinate Mortgage, and the Indenture and of all other acts and things required under the Constitution and laws of the State. The State to make this Loan Agreement, the Indenture and the Subordinate Bonds valid and binding obligations of the Issuer has in accordance with their terms, are authorized by the powerAct and have been duly authorized by a resolution of the governing body of the Issuer adopted at a meeting thereof duly called and held on August 27, pursuant to 2018 by the affirmative vote of not less than a majority of the governing body’s members.
(5) Under the provisions of the Act, to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement and the Indenture.
(b) To finance a portion of the Cost of the Project, the Issuer will issue its Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds are to be issued under and secured by the Indenture, pursuant to which certain of the Issuer’s interests interest in this Loan Agreement will be (except for certain reserved or unassigned rights) and certain payments due hereunder are pledged and assigned to the Trustee as security for the payment of the principal and purchase price of, interest, and premium, if any, and interest on the Subordinate Bonds.
(d) The Issuer has not and will not pledge or otherwise transfer its interest in this Agreement other than to the Trustee to secure the Bonds.
(e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The issuance of the Bonds for the purpose of financing Cost of the Project will further the public purposes of the Act.
(g) The Company qualifies as an eligible company within the meaning of the Act.
(h) All requirements of the Act have been complied with in connection with the issuance and sale of the Bonds and the execution of this Agreement and the Indenture.
(i) No official or officer of the Issuer has any interest, financial, employment or otherwise, in the Company or in the transactions contemplated hereby, prohibited by any statute or rule of law of the State.
Appears in 1 contract
Sources: Subordinate Loan Agreement
Representations of the Issuer. The Issuer makes the following representations as the basis for the its undertakings on its part herein contained:
(a) The Issuer is a public corporation duly organized an entity within the Trade and validly existing under the Constitution and laws Commerce Agency of the State. The Issuer has the power, pursuant to Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action of the Issueraction, the Issuer has been duly authorized to execute execute, deliver and deliver duly perform its obligations under this Agreement and the Indenture.
(b) To finance a portion the Costs of the Cost Project and certain Costs of the ProjectIssuance, the Issuer will issue its the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds are to will be issued under and secured by the Indenture, pursuant to which certain of the Issuer’s interests interest in this Agreement (except certain rights of the Issuer to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the BondsBonds and to the Bank, on a basis subordinate thereto, as security for the payment of the obligations of the Borrower under the Credit Agreement.
(d) The Issuer has not pledged and will not pledge or otherwise transfer its interest in this Agreement for any purpose other than to the Trustee to secure the BondsBonds under the Indenture and the obligations of the Borrower under the Credit Agreement.
(e) The Issuer, to its knowledge, Issuer is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1Section.
(f) The issuance Issuer has found and determined and hereby finds and determines that (i) the Loan to be made hereunder with the proceeds of the Bonds for will promote the purpose of financing Cost purposes of the Project will further Act by providing funds to finance the Construction of the Project; and (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Act.
(g) The Company qualifies as an eligible company within the meaning No member, officer or other official of the Act.
(h) All requirements of Issuer has any financial interest whatsoever in the Act have been complied with Borrower or in connection with the issuance and sale of the Bonds and the execution of transactions contemplated by this Agreement and the Indenture.
(ih) No official Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract or officer the Tax Regulatory Agreement, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Issuer is now a party or by which it is bound or constitute a default under any of the foregoing 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 Issuer has under the terms of any interest, financial, employment instrument or otherwise, in the Company or in the transactions contemplated hereby, prohibited by any statute or rule of law of the Stateagreement.
Appears in 1 contract
Sources: Loan Agreement (RBC Bearings INC)
Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on its the part of the Company herein contained:
(a) The Issuer is a public municipal corporation duly organized and validly existing under the Constitution and laws of the State. The Issuer has the power, pursuant to the provisions of the Act, to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement and the Indenture.
(b) To finance a portion In authorizing the issuance of the Cost Bonds to refund the Refunded Bonds the Issuer's purpose is, and in its judgment the effect thereof will be, to promote the public welfare by: the retention, encouragement and development of economically sound industry and commerce so as to prevent the emergence of or rehabilitate, so far as possible, blighted and marginal lands and areas of chronic unemployment; the development of industry to use the available resources of the Projectcommunity, in order to retain the Issuer will issue its Bondsbenefit of the community's existing investment in educational and public service facilities; and halting the movement of talented, which will mature, bear interest educated personnel of mature age to other areas and be subject to redemption thus preserving the economic and human resources needed as set forth in the Indenturea base for providing governmental services and facilities.
(c) The refunding of the Refunded Bonds, the issuance and sale of the Bonds, the execution and delivery of this Agreement and the Indenture, and the performance of all covenants and agreements of the Issuer contained in this Agreement and the Indenture, and of all other acts and things required under the Constitution and laws of the State to make this Agreement and the Indenture valid and binding special, limited obligations of the Issuer in accordance with their terms, are authorized by the Act and have been duly authorized by resolutions of the governing body of the Issuer adopted at meetings thereof duly called and held by the affirmative vote of not less than a majority of its members.
(d) To refund the Refunded Bonds, and in anticipation of the collection of the payments to be made by the Company pursuant to the First Mortgage Bonds are and this Agreement, the Issuer has duly authorized the Series 2004 Bonds in the aggregate principal amount of $111,000,000, to be issued under and secured by upon the terms set forth in the Indenture, pursuant to under the provisions of which certain of the Issuer’s 's interests in this Agreement will be and the payments due hereunder are, as provided by the Act, pledged and a security interest therein granted to the Trustee as security for the payment of the principal of, premium, if any, and interest on the Bonds.
(de) The execution and delivery of this Agreement and the other agreements contemplated hereby to which the Issuer has is a party, including without limitation the Indenture, and the consummation of the transactions contemplated hereby and thereby, and the fulfillment of the terms hereof and thereof, do not and will not pledge conflict with, or otherwise transfer its interest in this Agreement constitute on the part of the Issuer a breach of or a default under, any existing (i) law, or (ii) other than legislative act, constitution or other proceeding establishing or relating to the Trustee to secure the Bonds.
(e) The Issuer, to its knowledge, is not in default under any establishment of the provisions of the laws of the State which default would affect its existence Issuer or its powers referred affairs or its resolutions, or (iii) agreement, indenture, mortgage, lease or other instrument to in subsection (a) of this Section 2.1which the Issuer is subject or is a party or by which it is bound.
(f) The issuance No officer of the Bonds for Issuer who is authorized to take part in any manner in making this Agreement or the purpose of financing Cost of Indenture or any contract contemplated hereby or thereby has a personal financial interest in or has personally and financially benefited from this Agreement or the Project will further the public purposes of the ActIndenture or any such contract.
(g) The Company qualifies as an eligible company within There is not pending or, to the meaning best knowledge of the Act.
(h) All requirements of Issuer, threatened any suit, action or proceeding against or affecting the Act have been complied with in connection with Issuer before or by any court, arbitrator, administrative agency or other governmental authority which materially and adversely affects the issuance and sale of validity, as to the Bonds and the execution Issuer, of this Agreement and or the Indenture.
(i) No official , any of its obligations hereunder or officer thereunder or any of the Issuer has any interest, financial, employment or otherwise, in the Company or in the transactions contemplated hereby, prohibited by any statute hereby or rule of law of the Statethereby.
Appears in 1 contract
Sources: Loan Agreement (Allete Inc)
Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein contained:following
(a) The Issuer is a public corporation entity duly organized and validly existing under the Constitution and laws of the State. The Issuer has the power, pursuant to Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action of the Issueraction, the Issuer has been duly authorized to execute execute, deliver and deliver duly perform its obligations under this Agreement and the Indenture.
(b) To finance a portion and refinance the Costs of the Cost Project and certain Costs of the ProjectIssuance, the Issuer will issue its the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds are to will be issued under and secured by the Indenture, pursuant to which certain of the Issuer’s interests interest in this Agreement (except certain rights of the Issuer to payment for expenses and indemnification) will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the BondsBonds and to the Bank, on a basis subordinate thereto, as security for the payment of the obligations of the Borrower under the Reimbursement Agreement.
(d) The Issuer has not pledged and will not pledge or otherwise transfer its interest in this Agreement for any purpose other than to the Trustee to secure the BondsBonds under the Indenture and the obligations of the Borrower under the Reimbursement Agreement.
(e) The Issuer, to its knowledge, Issuer is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.12.01(a).
(f) The issuance Issuer has found and determined and hereby finds and determines that (i) the Loan to be made hereunder with the proceeds of the Bonds for will promote the purpose of financing Cost purposes of the Project will further Financing Act by providing funds to finance the Construction of the Project; and (ii) said Loan is in the public interest, serves the public purposes and meets the requirements of the Financing Act.
(g) The Company qualifies as an eligible company within the meaning No member, officer or other official of the Act.
(h) All requirements of Issuer has any financial interest whatsoever in the Act have been complied with Borrower or in connection with the issuance and sale of the Bonds and the execution of transactions contemplated by this Agreement and the Indenture.
(ih) No official Neither the execution and delivery of this Agreement, the Indenture, the Purchase Contract, dated November 18, 2008, between the Issuer and Gates Capital Corporation, as underwriter (the “Purchase Contract”) or officer the Tax Regulatory Agreement, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Purchase Contract or the Tax Regulatory Agreement, conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Issuer is now a party or by which it is bound or constitute a default under any of the foregoing 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 Issuer has under the terms of any interest, financial, employment instrument or otherwise, in the Company or in the transactions contemplated hereby, prohibited by any statute or rule of law of the Stateagreement.
Appears in 1 contract
Sources: Loan Agreement
Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein contained:
(a) The Issuer is a public corporation body corporate and politic duly organized created and validly existing under the Constitution and laws provisions of the State. The Issuer has the power, pursuant to Act.
(b) Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper corporate action of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement and the IndentureIssuer Documents. The Issuer has all rights pursuant to the State Lease necessary to grant to the Company the rights granted hereunder.
(bc) The Issuer has found and does hereby declare that the issuance of the Bonds, the use of the proceeds from the sale of the Bonds (whether derived directly or indirectly from the issuance of the Bonds) to directly or indirectly finance, in whole or in part, Costs of acquiring, constructing, equipping and installing the Project to promote economic development and job creation and to facilitate a property tax incentive for the Company and the provision of the same to the Company by usufruct and/or bailment for hire and sale of the same to the Company are in furtherance of the public purposes for which the Issuer was created.
(d) To finance a portion of directly or indirectly finance, in whole or in part, the Cost Costs of the Project, the Issuer will proposes to issue its Bonds, the Bonds which will mature, bear interest and be subject to redemption as set forth in the IndentureBond Resolution.
(ce) The Bonds are to be issued under and secured by the IndentureBond Resolution, pursuant to which certain of the Issuer’s interests in rights under this Agreement (except Reserved Rights), and the Security will be pledged to the Trustee as security for payment of the principal of, premium, if any, of and interest on the Bonds.
(df) The All actions of the Issuer has not and will not pledge or otherwise transfer its interest in this Agreement other than with respect to the Trustee to secure the Bonds.
(e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The issuance of the Bonds for were taken at meetings held after due notice given in accordance with the purpose Issuer’s procedures and the provisions of financing Cost law, which were open to the public and at which a majority of the Project will further Issuer’s directors or members was present and acting throughout, and said actions appear of public record in the public purposes minute books of the ActIssuer.
(g) The Company qualifies as an eligible company within the meaning of the Act.
(h) All requirements of the Act have been complied with in connection with the issuance and sale of the Bonds and the execution of this Agreement and the Indenture.
(i) No official or officer of the Issuer has any interest, financial, employment or otherwise, in the Company or in the transactions contemplated hereby, prohibited by any statute or rule of law of the State.
Appears in 1 contract
Representations of the Issuer. The Issuer makes the following representations as the basis for the its undertakings on its part herein contained:
(a) The Issuer is a public constituted authority and non-profit industrial development corporation duly organized created and validly existing under the Constitution and laws Act, having those powers enumerated under the Act. Based upon representations of the StateBorrower, the Project constitutes a “project” within the meaning of the Act. The Issuer has the power, pursuant to Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder. By proper action of the Issueraction, the Issuer has been duly authorized to execute the execution, delivery and deliver performance of its obligations under this Agreement and the Indenture.
(b) To finance a portion of the Cost of the Project, the Issuer will issue its Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds are to will be issued under and secured by the Indenture, pursuant to which certain of the Revenues derived by the Issuer hereunder and the Issuer’s interests in rights under this Agreement (except the Unassigned Issuer Rights) will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds, and as security for the payment of the obligations of the Borrower under the Reimbursement Agreement, if any. The Issuer has assigned the Note to the Trustee as security for payment of the Bonds.
(c) The Issuer has not pledged and will not pledge any interest in this Agreement or in the Note for any purpose other than to secure the Bonds under the Indenture and the obligations of the Borrower under the Reimbursement Agreement, if any. The Bonds constitute the only bonds or other obligations of the Issuer in any manner payable from the Revenues to be derived from this Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of this Agreement.
(d) The All public hearings by, authorizations, consents, and approvals of, and registrations or filings with, governmental bodies or agencies (other than approvals which might be required under the securities laws of any jurisdiction) required for the delivery, issuance and sale by the Issuer has not of the Bonds and will not pledge or otherwise transfer its interest in the execution and delivery by the Issuer of this Agreement other than to and the Trustee to secure Indenture, or in connection with the Bondscarrying out by the Issuer of the obligations hereunder and thereunder, have been obtained or made and are in full force and effect.
(e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The issuance of the Bonds for the purpose of financing Cost of the Project will further the public purposes of the Act.
(g) The Company qualifies as an eligible company within the meaning of the Act.
(h) All Issuer has found and determined and hereby finds and determines that all requirements of the Act have been complied with in connection with respect to the issuance and sale of the Bonds and the execution of this Agreement have been complied with and that issuing the Bonds and entering into this Agreement will be in furtherance of the purposes of the Act.
(f) The Issuer makes no representation or warranty concerning the suitability of the Project for the purpose for which they are being undertaken by the Borrower. The Issuer has not made any independent investigation as to the feasibility of any Project or the creditworthiness of the Borrower. 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 Issuer.
(g) The execution and delivery of, and the Indentureperformance of the obligations and agreements of the Issuer set forth in this Agreement, the Indenture and the Bonds are within the power and authority of the Issuer and have been duly authorized by the Issuer and will not contravene any provision of any judgment, order or decree to which the Issuer is subject or contravene or constitute a default under any contract, agreement or other instrument to which the Issuer is a party.
(h) The Issuer is not in violation of the Act or, to its knowledge, any existing law, rule or regulation applicable to it which would affect its existence or the matters referred to in the preceding subsections (a) through (g).
(i) No official All actions of the Issuer with respect to the issuance of the Bonds occurred at meetings held after notice given in accordance with the Issuer’s procedures and applicable law, which were open to the public and at which quorums were present and acting throughout, and said actions appear of public record in the minute books of the Issuer.
(j) There is no default of the Issuer 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 Indenture, the Bonds or this Agreement or the ability of the Issuer to perform its obligations thereunder or hereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default.
(k) With respect to the Bonds, there are no other obligations of the Issuer that have been, are being or will be (i) sold at substantially the same time (i.e., less than 15 days apart), (ii) sold pursuant to the same plan of financing, and (iii) reasonably expected to be paid from substantially the same source of funds.
(l) To the best of its knowledge, no litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or threatened against the Issuer with respect to (1) the organization and existence of the Issuer, (2) its authority to execute or deliver the Indenture, the Bonds or this Agreement or to perform its obligations thereunder or to assign the Note, (3) the validity or enforceability of any of such instruments or the transactions contemplated thereby, (4) the title of any officer of the Issuer has who executed such instruments, or (5) any interest, financial, employment authority or otherwise, in proceedings related to the Company or in the transactions contemplated hereby, prohibited by any statute or rule execution and delivery of law such instruments on behalf of the StateIssuer. No such authority or proceedings have been repealed, revoked, rescinded or amended and all are in full force and effect.
(m) With respect to the Bonds, the Issuer will, upon the written direction of the Borrower, take all steps specified in such directions as are required to be taken by the Issuer in connection with the computation and payment of rebatable arbitrage in accordance with Section 148(f) of the Code and Section 1.148-3 of the Treasury Regulations, including, but not limited to, the execution by the Issuer for filing by the Borrower of Internal Revenue Service Form 8038-T or any successor form required by such sections. The Issuer may conclusively rely on the directions of the Borrower with regard to any actions to be taken by it pursuant to this Section and shall have no liability for any consequences of any failure of the Borrower to supply accurate or sufficient directions or for the Bonds becoming “arbitrage bonds” as a result of compliance with such directions.
Appears in 1 contract
Representations of the Issuer. The Issuer makes the following representations and warranties as the basis for the undertakings on its part herein containedcovenants herein:
(a1) The Issuer is a public corporation home rule charter city, municipal corporation, and political subdivision duly organized and validly existing under its charter and the Constitution and laws of the State and is authorized to issue the Subordinate Bonds to finance the Project pursuant to the Act.
(2) In authorizing the Project, the Issuer’s purpose is, and in its judgment the effect thereof will be, to promote the public welfare by providing a senior rental housing development within the meaning of the Act and assisting seniors within the City to obtain decent, safe and sanitary housing at rentals they can afford, and facilitating the development of rental housing opportunities for residents of the City.
(3) A public hearing on the proposal to finance the Project was called and held on August 27, 2018, at which time all persons who appeared were given an opportunity to express their views with respect to the proposal to undertake and finance the Project.
(4) The issuance and sale of the Subordinate Bonds, the execution and delivery of this Loan Agreement, the Indenture, the Regulatory Agreement, the Bond Purchase Agreement, and the Assignment of Subordinate Mortgage, and the performance of all covenants and agreements of the Issuer contained in this Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Assignment of Subordinate Mortgage, and the Indenture and of all other acts and things required under the Constitution and laws of the State. The State to make this Loan Agreement, the Indenture and the Subordinate Bonds valid and binding obligations of the Issuer has in accordance with their terms, are authorized by the powerAct and have been duly authorized by a resolution of the governing body of the Issuer adopted at a meeting thereof duly called and held on August 27, pursuant to 2018 by the affirmative vote of not less than a majority of the governing body’s members.
(5) Under the provisions of the Act, to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement and the Indenture.
(b) To finance a portion of the Cost of the Project, the Issuer will issue its Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds are to be issued under and secured by the Indenture, pursuant to which certain of the Issuer’s interests interest in this Loan Agreement will be (except for certain reserved or unassigned rights) and certain payments due hereunder are pledged and assigned to the Trustee as security for the payment of the principal and purchase price of, interest, and premium, if any, and interest on the Subordinate Bonds.
(d) The Issuer has not and will not pledge or otherwise transfer its interest in this Agreement other than to the Trustee to secure the Bonds.
(e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The issuance of the Bonds for the purpose of financing Cost of the Project will further the public purposes of the Act.
(g) The Company qualifies as an eligible company within the meaning of the Act.
(h) All requirements of the Act have been complied with in connection with the issuance and sale of the Bonds and the execution of this Agreement and the Indenture.
(i) No official or officer of the Issuer has any interest, financial, employment or otherwise, in the Company or in the transactions contemplated hereby, prohibited by any statute or rule of law of the State.
Appears in 1 contract
Sources: Subordinate Loan Agreement
Representations of the Issuer. The Issuer makes the following representations as the basis for the its undertakings on its part herein contained:
(a) The Issuer is a body corporate and politic and a public corporation instrumentality of the State of Vermont duly organized and validly existing created under the Constitution and laws of the State. The Issuer has the power, pursuant to the provisions of the Act, to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement and the Indenture.
(b) To finance a portion of the Cost of the Project, the Issuer will issue its Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds are to will be issued under and secured by the an Indenture, pursuant to which certain of the Issuer’s interests interest in this Agreement with respect to the Bonds (except certain rights of the Issuer 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 Issuer under this Agreement and the rights of the Issuer hereunder (except for indemnification rights and the rights of the Issuer 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 Issuer 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 Issuer has not and will not pledge or otherwise transfer its interest in this Agreement other than made the required findings under the Act with respect to the Trustee to secure the Bonds.
(e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The issuance of the Bonds for the purpose of financing Cost of the Project will further the public purposes of the Act.
(g) The Company qualifies as an eligible company within the meaning of the Act.
(h) All requirements of the Act have been complied with in connection with the issuance and sale of the Bonds and the execution of this Agreement and the IndentureAgreement.
(ie) No official or officer director of the Issuer has any interest, financial, employment or otherwise, pecuniary interest in the Company or Company.
(f) The Issuer has designated a share of the State ceiling on private activity bonds in connection with the issuance of the Bonds.
(g) The Issuer has full power and authority to consummate all transactions contemplated herebyby this Agreement, prohibited by the Bonds and the Indenture and any statute and all other agreements relating thereto.
(h) The Issuer makes no representation or rule of law warranty concerning the suitability of the StateProject for the purpose for which it is being undertaken by the Company. The Issuer 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 Issuer.
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