Representations of the Issuer. The Issuer makes the following representations, all of which will survive the purchase and offering of the Bonds. a. The Issuer is a public corporation organized and existing under the laws of the State. b. The Issuer is authorized by the provisions of the Act to issue the Bonds, to loan the proceeds of the Bonds to the Company pursuant to the Loan Agreement to be used for the financing, from time to time, of the Project, to pledge and assign the Loan Agreement, the Series 2004 Note and the payments to be received by the Issuer pursuant thereto and the funds established pursuant to the Indenture and investment earnings and amounts therein as security for the payment of the principal of, premium, if any, and interest on the Bonds, all pursuant to the Indenture. c. The Issuer has complied with all provisions of the Constitution and the laws of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all transactions contemplated by this Contract, the Bonds, the Indenture, the Loan Agreement and any and all other agreements relating thereto. d. The Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of this Contract, the Loan Agreement and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same. e. The Issuer has duly authorized all necessary actions to be taken by the Issuer for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery, receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, and any and all other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect to, and consummation of the transactions contemplated hereby, by the Indenture and by the issuance and sale of the Bonds. Executed counterparts of the Loan Agreement and the Indenture will be delivered to the Purchaser by the Issuer on the Initial Closing Date (as hereinafter defined). f. To the best of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, investigation at law or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds or the validity of the Bonds, the Indenture, the Loan Agreement, this Contract, or any agreement or instrument to which the Issuer is or is expected to be a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bonds. g. The execution and delivery by the Issuer of this Contract, the Bonds, the Indenture, the Loan Agreement, and other agreements contemplated hereby or by the issuance and sale of the Bonds and compliance with the provisions thereof will not conflict with or constitute, on the part of the Issuer, a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which the Issuer is or may be bound. h. Any certificate signed by any of the Issuer's authorized officers and delivered to the Purchaser shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made therein.
Appears in 1 contract
Sources: Bond Purchase Contract (Premier Finance Biloxi Corp)
Representations of the Issuer. The Issuer makes the following representations, all of which will survive representations as the purchase and offering basis for the undertakings on the part of the Bonds.Company herein contained:
a. (a) The Issuer is a public corporation body corporate and politic duly organized and validly existing under the Constitution and laws of the State.
b. (b) The Issuer is authorized by has the power pursuant to the provisions of the Act and the Interlocal Agreement to issue enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder and under the Indenture and the Bonds. By proper action of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement, the Interlocal Agreement, the Indenture and the Tax Compliance Agreement
(c) The refunding of the Refunded Bonds, the issuance and sale of the Bonds, to loan the proceeds execution and delivery of this Agreement, the Interlocal Agreement and the Indenture and the performance of all covenants and agreements of the Bonds Issuer contained in this Agreement, the Interlocal Agreement and the Indenture and of all other acts and things required under the Constitution and laws of the State to make this Agreement, the Interlocal 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 Loan Agreement to be used for the financing, from time to time, of the Project, to pledge and assign the Loan this Agreement, the Issuer has duly authorized the Series 2004 Note 2006 Bonds in the principal amount of $27,800,000 to be issued upon the terms set forth in the Indenture, under the provisions of which certain of the Issuer's interests in this Agreement and the payments to be received due hereunder are, as provided by the Issuer pursuant thereto Act, pledged and the funds established pursuant a security interest therein granted to the Indenture and investment earnings and amounts therein Trustee as security for the payment of the principal of, premium, if any, and interest on the Bondson, all pursuant to the Indenture.
c. The Issuer has complied with all provisions of the Constitution and the laws of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all transactions contemplated by this Contractpurchase price with respect to, the Bonds, the Indenture, the Loan Agreement and any and all other agreements relating thereto.
d. (e) The Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of this Contract, the Loan Agreement and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Issuer has duly authorized all necessary actions to be taken by the Issuer for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery, receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, and any and all other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect to, and consummation of the transactions contemplated hereby, by the Indenture and by the issuance and sale of the Bonds. Executed counterparts of the Loan Agreement and the Indenture will be delivered to the Purchaser by the Issuer on the Initial Closing Date (as hereinafter defined).
f. To the best of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, investigation at law or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds or the validity of the Bonds, the Indenture, the Loan Agreement, this Contract, or any agreement or instrument to which the Issuer is or is expected to be a party party, including without limitation the Indenture and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bonds.
g. The execution and delivery by the Issuer of this Contract, the Bonds, the Indenture, the Loan Interlocal Agreement, and other agreements contemplated hereby or by the issuance and sale of the Bonds and compliance with the provisions thereof will not conflict with with, or constitute, constitute on the part of the Issuer, Issuer a breach of or a default under under, any existing (i) law, court or administrative regulation(ii) other legislative act, decree constitution or order other proceeding establishing or any relating to the establishment of the Issuer or its affairs or its resolutions, or (iii) agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or is a party or by which the Issuer it is or may be bound.
h. Any certificate signed (f) No officer of the Issuer who is authorized to take part in any manner in making this Agreement, the Interlocal Agreement or the Indenture or any contract contemplated hereby or thereby has a personal financial interest in or has personally and financially benefitted from this Agreement, the Interlocal Agreement or the Indenture or any such contract.
(g) There is not pending, or, to the best knowledge of the officers of the Issuer executing this Agreement, threatened, any suit, action or proceeding against or affecting the Issuer before or by any arbitrator, administrative agency or other governmental authority which court, materially and adversely affects the validity, as to the Issuer, of this Agreement, the Interlocal Agreement or the Indenture, any of its obligations hereunder or thereunder or any of the Issuer's authorized officers transactions contemplated hereby or thereby.
(h) The Issuer has not and delivered hereby covenants that it will not pledge or otherwise transfer its right, title and interest in this Agreement other than to the Purchaser shall be deemed a representation and warranty by Trustee to secure the Issuer to the Purchaser as to the statements made thereinBonds.
Appears in 1 contract
Sources: Financing Agreement (Allete Inc)
Representations of the Issuer. The Issuer makes the following representations, all of which will survive the purchase representations and offering of the Bonds.warranties:
a. (a) The Issuer is a public corporation organized political subdivision and existing under the laws of the State.
b. The Issuer body corporate and politic and is authorized by the provisions of Act and the Act to issue Bond Resolution authorizing the Bonds, to loan the proceeds issuance of the Bonds to enter into the Company pursuant transactions contemplated by this Agreement and to the Loan Agreement carry out its obligations hereunder, and by proper action of its governing body has been duly authorized to be used for the financing, from time to time, of the Project, to pledge execute and assign the Loan deliver this Agreement, the Series 2004 Note Indenture, the Placement Agreement and the payments Bonds and this Agreement, the Indenture, the Placement Agreement and the Bonds have been duly executed and delivered by the Issuer and are valid and binding obligations of the Issuer enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting the enforcement of creditors' rights generally and general principles of equity.
(b) All of the proceedings approving this Agreement, the Bond Resolution and the Indenture were conducted by the Issuer at meetings which fully complied with the Act.
(c) The Bonds are to be received issued under and secured by the Indenture, pursuant to which certain of the Issuer's interests in this Agreement, and the revenues and receipts to be derived by the Issuer pursuant thereto to this Agreement, will be pledged and the funds established pursuant assigned to the Indenture and investment earnings and amounts therein Trustee as security for the payment of the principal or purchase price of, premium, if any, and interest on the Bonds. The Issuer covenants that it has not and will not pledge or assign its interest in this Agreement, all or the revenues and receipts derived pursuant to this Agreement, excepting Unassigned Rights, other than to the IndentureTrustee under the Indenture to secure the Bonds.
c. The Issuer has complied with all provisions of the Constitution and the laws of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all transactions contemplated by this Contract, the Bonds, the Indenture, the Loan Agreement and any and all other agreements relating thereto.
d. The Issuer has duly adopted the Resolution and has duly authorized (d) Neither the execution and delivery of this ContractAgreement, the Loan Agreement and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Issuer has duly authorized all necessary actions to be taken by the Issuer for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery, receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, and any and all other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect to, and consummation of the transactions contemplated hereby, by nor the Indenture fulfillment of or compliance with the terms and by the issuance and sale conditions of this Agreement conflicts with or results in a breach of the Bonds. Executed counterparts terms, conditions or provisions of the Loan Agreement and the Indenture will be delivered to the Purchaser by the Issuer on the Initial Closing Date (as hereinafter defined).
f. To the best of the Issuer's knowledgeany material restriction, there is no action, suit, proceeding, inquiry, investigation at law or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds or the validity of the Bonds, the Indenture, the Loan Agreement, this Contract, or any agreement or instrument to which the Issuer is or is expected to be a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby party, or by the issuance and sale which it or any of the Bonds.
g. The execution and delivery by the Issuer of this Contractits property is bound, the Bonds, the Indenture, the Loan Agreement, and other agreements contemplated hereby or by the issuance and sale of the Bonds and compliance with the provisions thereof will not conflict with or constitute, on the part of the Issuer, a breach of or constitutes a default under any existing lawof the foregoing.
(e) No officer, court employee or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which member of the Issuer is subject directly or by which indirectly a party to or in any manner whatsoever interested in this Agreement, the Issuer is Placement Agreement, the Bonds or may be boundthe proceedings related thereunder.
h. Any certificate signed by any of the Issuer's authorized officers and delivered to the Purchaser shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made therein.
Appears in 1 contract
Representations of the Issuer. The Issuer makes represents to and agrees with the following representations, all of which will survive the purchase and offering of the Bonds.Underwriters that:
a. (a) The Issuer is a public corporation duly organized and existing under the laws of the State.
b. The Issuer is authorized by the provisions of the Act validly existing, with full legal right, power and authority to issue the Bondsissue, to loan the proceeds of sell and deliver the Bonds to the Company pursuant to the Loan Agreement to be used for the financing, from time to time, of the Project, to pledge and assign the Loan Agreement, the Series 2004 Note and the payments to be received by the Issuer pursuant thereto and the funds established pursuant to the Indenture and investment earnings and amounts therein as security for the payment of the principal of, premium, if any, and interest on the Bonds, all Underwriters pursuant to the Indenture.
c. The Issuer has complied with all provisions of the Constitution and the laws of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power execute, deliver and authority to authorize and thereafter consummate all transactions contemplated by perform its obligations, as the case may be, under this ContractPurchase Agreement, the Indenture, the Bonds, the IndentureLease Agreement and the Interlocal Agreement (such documents, together with the Sublease, the Loan Escrow Agreement and any the Disclosure Agreement, are referred to herein collectively as the “Legal Documents”) and to perform and consummate all other agreements relating theretoobligations and transactions required or contemplated by each of the Legal Documents and the Official Statement.
d. (b) The Issuer has duly adopted the Resolution Authorizing Resolution, approving and has duly authorized authorizing the execution and delivery of this Contract, the Loan Agreement and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Issuer has duly authorized all necessary actions to be taken by the Issuer for (i) of the Legal Documents to which it is a party and the offering, issuance and sale of the Bonds upon the terms set forth herein and in the IndentureOfficial Statement, was duly adopted at a meeting of the Directors of the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed.
(iic) The Indenture and the execution, delivery, receipt Bonds conform to the descriptions thereof contained in the Preliminary Official Statement and due performance of this Contract, the Official Statement and the Bonds, when duly issued and authenticated in accordance with the IndentureIndenture and delivered to the Underwriters as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Indenture and payable from the sources therein specified.
(d) The Issuer has executed and delivered, or will execute and deliver on or before the Closing Date, each of the Legal Documents to which it is a party. Each of the Legal Documents to which it is a party constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. Each of the Legal Documents has been executed and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.
(e) The Issuer is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State of Tennessee or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined below), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Authorizing Resolution, the Loan Agreementissuance, and any and all other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance delivery and sale of the Bonds and (iii) the carrying out, giving effect to, execution and consummation delivery of the transactions contemplated hereby, by the Indenture and by the issuance and sale of the Bonds. Executed counterparts of the Loan this Purchase Agreement and the Indenture will be delivered other Legal Documents to the Purchaser by the Issuer on the Initial Closing Date (as hereinafter defined).
f. To the best which it is a party and compliance with and performance of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, investigation at law or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance ’s obligations herein and sale of the Bonds or the validity of the Bonds, the Indenture, the Loan Agreement, this Contract, or any agreement or instrument to which the Issuer is or is expected to be a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bonds.
g. The execution and delivery by the Issuer of this Contract, the Bonds, the Indenture, the Loan Agreement, and other agreements contemplated hereby or by the issuance and sale of the Bonds and compliance with the provisions thereof therein will not in any material respect conflict with with, violate or constitute, on the part of the Issuer, result in a breach of or constitute a default under under, any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which the Issuer is or may be bound.
h. Any certificate signed by any of the Issuer's authorized officers and delivered to the Purchaser shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made therein.such constitutional
Appears in 1 contract
Sources: Bond Purchase Agreement
Representations of the Issuer. The Issuer makes the following representations, all of which will survive the purchase and offering of the Bonds.Closing:
a. (a) The Issuer is a public corporation political subdivision duly organized and existing under the laws of the State.
b. The Issuer is authorized by State of Nebraska. Under the provisions of the Act to issue Nebraska Industrial Development Act, Chapter 13, Article II Reissue Revised Statutes of Nebraska, 1997, as amended (the Bonds, to loan “Act”) and the proceeds Constitution of the Bonds State of Nebraska, the Issuer is authorized to enter into the Company pursuant to the Loan Agreement to be used for the financing, from time to time, of the Project, to pledge and assign the Loan transactions contemplated by this Bond Purchase Agreement, the Series 2004 Note and Lease Agreement, the payments to be received by Sublease (as defined in the Issuer pursuant thereto and the funds established pursuant to Lease Agreement), the Indenture and investment earnings the Tax Regulatory Agreement among the Issuer and amounts therein the Company dated as security for of June 1, 2008 (the payment of the principal of, premium, if any, “Tax Regulatory Agreement”) and interest on the Bonds, all pursuant to the Indenture.
c. carry out its obligations hereunder and thereunder. The Issuer has complied with in all provisions respects with, and the issuance of the Constitution Bonds pursuant to, and the laws consummation of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all other transactions contemplated by by, this Contract, the BondsBond Purchase Agreement, the Indenture, the Loan Lease Agreement, the Sublease and the Tax Regulatory Agreement in accordance with the terms thereof, will comply in all respects with, the Constitution and any laws of the State of Nebraska and all other agreements relating theretoparticularly the Act.
d. (b) The information about the Issuer contained in the Limited Offering Memorandum under the heading “THE ISSUER” is true, correct and complete and does not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Issuer has authorized the delivery of the Limited Offering Memorandum and approves and consents to the use of the information about the Issuer under the heading “THE ISSUER” therein by the Underwriter.
(c) The Issuer has duly adopted the Resolution Ordinance and has duly authorized the execution and delivery of this Contractthe Lease Agreement, the Loan Sublease, the Indenture and the Tax Regulatory Agreement and the Indenture to the Trustee and performance of its obligations thereunder, the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and or appropriate to carry out the same.
e. The Issuer (d) This Bond Purchase Agreement has been duly authorized all necessary actions to be taken authorized, executed and delivered by the Issuer for (i) the issuance and sale constitutes a legal, valid and binding obligation of the Bonds upon Issuer and is enforceable against the terms set forth herein Issuer in accordance with its terms, subject to general principles of equity and except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights in general. The Lease Agreement, the Indenture, (ii) the execution, delivery, receipt and due performance of this ContractSublease, the Bonds, the Indenture, Indenture and the Loan Tax Regulatory Agreement, when executed and any delivered by the Issuer, will constitute legal, valid and all other agreements and documents as may be required to be executedbinding obligations of the Issuer, delivered and received by enforceable against the Issuer in order accordance with their terms, subject to carry out, give effect to general principles of equity and consummate federal and state laws affecting the transaction contemplated hereby and by the issuance and sale enforcement of the Bonds and (iii) the carrying out, giving effect to, and consummation of the transactions contemplated hereby, by the Indenture and by the issuance and sale of the Bonds. Executed counterparts of the Loan Agreement and the Indenture will be delivered to the Purchaser by the Issuer on the Initial Closing Date (as hereinafter defined)creditors’ rights generally.
f. To the best of the Issuer's knowledge, there (e) There is no action, suit, proceeding, inquiry, inquiry or investigation at law or in equity or before or by any court, public board or body pending or or, to the knowledge of the Issuer, threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds Limited Offering Memorandum or the validity or the enforceability of the Bonds, the Lease Agreement, the Sublease, the Indenture, the Loan Tax Regulatory Agreement or this Bond Purchase Agreement, this Contract, or any agreement or instrument to which the Issuer is or is expected to be a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bonds.
g. (f) The execution and delivery by the Issuer of this Contractthe Bonds, the BondsLease Agreement, the Sublease, the Indenture, the Loan Agreement, Tax Regulatory Agreement and other agreements contemplated hereby or this Bond Purchase Agreement and compliance by the issuance and sale of the Bonds and compliance Issuer with the provisions thereof will not conflict with or constitute, constitute on the part of the Issuer, Issuer a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which the Issuer is or may be bound.
h. Any certificate signed by any of the Issuer's authorized officers and delivered to the Purchaser shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made therein.
Appears in 1 contract
Representations of the Issuer. The Issuer makes the following representations, all of which will survive covenants and warranties as the purchase and offering basis for the undertakings on the part of the Bonds.Borrower contained herein:
a. (a) The Issuer is a public corporation duly organized and validly existing under the laws public instrumentality of the StateState and a public body corporate and politic.
b. (b) The Issuer is authorized by has the provisions of the Act power to issue the Bonds, to loan the proceeds of the Bonds to the Company pursuant to the Loan enter into this Agreement to be used for the financing, from time to time, of the Project, to pledge and assign the Loan Agreement, the Series 2004 Note and the payments to be received by the Issuer pursuant thereto and the funds established pursuant to the Indenture and investment earnings to perform and amounts therein as security for observe the payment of the principal of, premium, if any, agreements and interest covenants on the Bonds, all pursuant to the Indenture.
c. The Issuer has complied with all provisions of the Constitution its part contained herein and the laws of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all transactions contemplated by this Contract, the Bonds, in the Indenture, including without limitation the Loan Agreement power to issue and any sell the Bonds as contemplated herein and all other agreements relating thereto.
d. The Issuer has duly adopted in the Resolution Indenture, and by proper corporate action has duly authorized the execution and delivery hereof.
(c) The execution and delivery of this Contract, the Loan Agreement and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Issuer has duly authorized all necessary actions to be taken by the Issuer for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery, receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, and any and all other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect todo not, and consummation of the transactions contemplated hereby, by the Indenture hereby and by the issuance and sale fulfillment of the Bonds. Executed counterparts of the Loan Agreement and the Indenture will be delivered to the Purchaser terms hereof by the Issuer on the Initial Closing Date (as hereinafter defined).
f. To the best will not, result in a breach of any of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, investigation at law terms or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds or the validity of the Bonds, the Indenture, the Loan Agreement, this Contractprovisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is or is expected to be now a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bondswhich it is now bound.
g. (d) The Issuer has duly authorized, executed and delivered this Agreement and the Indenture, and assuming due authorization, execution and delivery by the other parties thereto, such documents will constitute valid and binding obligations of the Issuer enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and to the exercise of this Contract, judicial discretion in accordance with general equitable principles. The Issuer has duly authorized the issuance of the Bonds. When executed, authenticated and delivered in accordance with the Indenture, the Loan AgreementBonds will constitute valid and binding special obligations of the Issuer enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other agreements contemplated hereby or by laws affecting creditors' rights generally and to the issuance exercise of judicial discretion in accordance with general equitable principles.
(e) The Issuer has not previously pledged and sale of the Bonds and compliance with the provisions thereof covenants that it will not conflict with or constitute, on in the part of future pledge the Issuer, a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or amounts derived from this Agreement other instrument than to which secure the Issuer is subject or by which the Issuer is or may be boundBonds.
h. Any certificate signed by any of the Issuer's authorized officers and delivered to the Purchaser shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made therein.
Appears in 1 contract
Representations of the Issuer. The Issuer makes the following representations, all of which will survive representations to the purchase and offering of Borrower as the Bonds.basis for its undertakings herein contained:
a. (a) The Issuer is a public constituted authority and non-profit industrial development corporation organized created and existing under the laws Act, having those powers enumerated under the Act. Based upon representations of the State.
b. The Issuer is authorized by Borrower, the Project constitutes a “project” within the meaning of the Act. Under the provisions of the Act Act, the Issuer has the power to issue enter into the Bondstransactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder and under the Indenture. By proper action, to loan the proceeds Issuer has duly authorized the execution, delivery and performance of its obligations under this Agreement and the Indenture.
(b) The Bonds to will be issued under and secured by the Company Indenture, pursuant to which the Loan Agreement to be used for the financing, from time to time, of the Project, to pledge and assign the Loan Agreement, the Series 2004 Note and the payments to be received Revenues derived by the Issuer pursuant thereto hereunder and the funds established pursuant Issuer’s rights under this Agreement (except certain Unassigned Issuer Rights) will be pledged to the Indenture and investment earnings and amounts therein Trustee as security for the 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, immediately following execution and delivery hereof, shall assign the Note, 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, all to be held and applied pursuant to the provisions of the Indenture.
c. (c) The Issuer has complied with all provisions not pledged and will not pledge any interest in this Agreement or the Note for any purpose other than to secure the Bonds under the Indenture and the obligations of the Constitution Borrower under a 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) 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 State pertaining to the delivery, issuance and sale of the Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all transactions contemplated by this Contract, the Bonds, the Indenture, the Loan Agreement and any and all other agreements relating thereto.
d. The Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of this Contract, the Loan Agreement and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Issuer has duly authorized all necessary actions to be taken by the Issuer for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery, receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, and any and all other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect to, and consummation of the transactions contemplated hereby, by the Indenture and by the issuance and sale of the Bonds. Executed counterparts of the Loan Agreement and the Indenture will be delivered to the Purchaser by the Issuer on the Initial Closing Date (as hereinafter defined).
f. To the best of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, investigation at law or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds or the validity of the Bonds, the Indenture, the Loan Agreement, this Contract, or any agreement or instrument to which the Issuer is or is expected to be a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bonds.
g. The execution and delivery by the Issuer of this Contract, the Bonds, Agreement and the Indenture, or in connection with the Loan Agreement, and other agreements contemplated hereby or 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 has found and determined and hereby finds and determines that all requirements of the Act with respect to the issuance and sale of the Bonds and compliance the execution of this Agreement have been complied with and that issuing the provisions thereof 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 conflict 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 constitute, on the part warranties of the Issuer.
(h) The execution and delivery of, a breach and the performance 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 existing lawcontract, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease agreement or other instrument to which the Issuer is subject a party.
(i) The Issuer is not in violation of the Act or, to its knowledge, any existing law, rule or by 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 is or may be bound.
h. Any certificate signed by any 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's authorized officers .
(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 delivered 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 Purchaser shall Bonds, there are no other obligations of the Issuer that have been, are being or will be deemed a representation (i) sold at substantially the same time (i.e., less than 15 days apart), (ii) sold pursuant to the same plan of financing, and warranty (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 Note, (iii) the validity or enforceability of any of such instruments or the transactions contemplated thereby, (iv) the title of any officer of the Issuer who executed such instruments, or (v) any authority or proceedings related to the execution and delivery of such instruments on behalf of the Issuer. 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 Purchaser Borrower to supply accurate or sufficient directions or for the Bonds becoming “arbitrage bonds” as to the statements made thereina result of compliance with such directions.
Appears in 1 contract
Representations of the Issuer. The Issuer makes the following representations, all of which will survive representations and warranties as the purchase and offering of basis for the Bonds.undertakings on its part herein contained:
a. (a) The Issuer is a public corporation organized instrumentality and existing under the laws of the State.
b. The Issuer is authorized by the provisions of the Act to issue the Bonds, to loan the proceeds of the Bonds to the Company pursuant to the Loan Agreement to be used for the financing, from time to time, of the Project, to pledge and assign the Loan Agreement, the Series 2004 Note and the payments to be received by the Issuer pursuant thereto and the funds established pursuant to the Indenture and investment earnings and amounts therein as security for the payment of the principal of, premium, if any, and interest on the Bonds, all pursuant to the Indenture.
c. The Issuer has complied with all provisions of the Constitution and the laws agency of the State pertaining of Iowa and is authorized to enter into the issuance and sale of the Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all transactions contemplated by this Contract, the BondsAgreement, the Indenture, the Loan Land Use Restriction Agreement and any the Bond Purchase Agreement, and all other agreements relating thereto.
d. The to carry out its obligations hereunder and thereunder. By proper action the Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of this Contract, the Loan Agreement and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Issuer has duly authorized all necessary actions to be taken by the Issuer for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery, receipt and due performance of this Contract, the BondsAgreement, the Indenture, the Loan Land Use Restriction Agreement and the Bond Purchase Agreement and the performance of its obligations under this Agreement, the Indenture, the Land Use Restriction Agreement, the Bond Purchase Agreement and any the Bonds.
(b) Neither the execution and all other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale delivery of the Bonds and (iii) Bonds, this Agreement, the carrying outIndenture, giving effect tothe Land Use Restriction Agreement or the Bond Purchase Agreement, and the consummation of the transactions contemplated hereby, by hereby and thereby nor the Indenture fulfillment of or compliance with the terms and by the issuance and sale conditions or provisions of the Bonds. Executed counterparts , this Agreement, the Indenture or the Bond Purchase Agreement conflicts with or results in the breach of any of the Loan Agreement and terms, conditions or provisions of any constitutional provision or statute of the Indenture State or of any agreement or instrument or judgment, order or decree to which the Issuer is now a party or by which it or its property is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Issuer under the terms of any instrument or agreement.
(c) The Issuer is issuing the Bonds to enable the Borrower to obtain moneys which will be delivered used, together with certain other moneys of the Borrower, to (i) finance a portion of the Purchaser by costs of rehabilitation of the Issuer on Project, (ii) refinance certain existing indebtedness incurred in connection with the Initial Closing Date Project and (as hereinafter defined)iii) pay certain expenses incurred in connection with the issuance of the Bonds.
f. To the best of the Issuer's knowledge, there (d) There is no action, suit, proceeding, inquiryinquiry or investigation pending or, investigation at law or in equity to the knowledge of the Issuer, threatened against the Issuer by or before or by any court, governmental agency or public board or body pending body, which (i) affects or threatened against questions the existence or affecting the territorial jurisdiction of the Issuer (or the title to the office of any basis therefor), wherein an unfavorable decision, ruling officer or finding would adversely affect the transactions contemplated hereby or by the issuance and sale member of the Bonds governing body of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of this Agreement, the Indenture or the validity Bond Purchase Agreement or the issuance, execution or delivery of the Bonds; (iii) affects or questions the validity or enforceability of this Agreement, the Indenture, the Loan Bond Purchase Agreement or the Bonds; or (iv) questions the power or authority of the Issuer to perform its obligations under the Bonds, this Agreement, this Contract, the Indenture or any agreement or instrument to which the Issuer is or is expected to be a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the BondsBond Purchase Agreement.
g. (e) The execution Issuer has taken all action and has complied with all provisions of law with respect to the execution, delivery by the Issuer and performance of this ContractAgreement, the Bonds, the IndentureIndenture and the Bond Purchase Agreement and the due authorization of the consummation of the transactions contemplated hereby and thereby, and this Agreement, the Loan AgreementBonds, the Indenture and other agreements contemplated hereby or by the issuance Bond Purchase Agreement have been duly executed and sale of delivered by, the Bonds Issuer.
(f) The Issuer has not pledged and compliance with the provisions thereof will not conflict with pledge or constitutegrant any security interest in its interest in, on to or under this Agreement and the part of payments made hereunder and thereunder, or the Issuer, a breach of revenues or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument income to which the Issuer is subject or by which the Issuer is or may be bound.
h. Any certificate signed by any of the Issuer's authorized officers and delivered to the Purchaser shall be deemed a representation and warranty derived by the Issuer hereunder and thereunder for any purpose other than to secure the Bonds.
(g) The Issuer will not knowingly engage in any activity which will result in the interest on any Series 2007A Bonds issued becoming taxable to the Purchaser as to the statements made thereinholders thereof under Federal or State income tax laws.
Appears in 1 contract
Representations of the Issuer. The Issuer makes the following representations, all of which will survive representations and warranties to the purchase and offering of Company on the Bonds.Closing Date:
a. The (a) Issuer is a public corporation instrumentality and agency of the State of Iowa duly organized and existing under the laws of the State.
b. The Issuer is authorized by . Under the provisions of the Act and the Constitution of the State, Issuer is authorized to issue enter into the transactions contemplated by this Financing Agreement and the Indenture and to carry out its obligations hereunder and thereunder. Issuer has been duly authorized to execute and deliver this Financing Agreement, the assignment of this Financing Agreement and the Note to the Trustee, and the other Financing Documents to which it is a party.
(b) The issuance and sale of the Series 2025A Bonds; the execution and delivery of the Indenture, this Financing Agreement, the assignment of this Financing Agreement and the other Financing Documents to which it is party; and the performance of all covenants and agreements of the Issuer contained in the Series 2025A Bonds, the Tax Certificate, this Financing Agreement and the other Financing Documents to loan which it is a party have been duly authorized by a resolution of the governing body of the Issuer adopted at a meeting ▇▇▇▇▇▇▇ ▇▇▇▇ called and held by the affirmative vote of not less than a majority of a quorum present at such meeting.
(c) Issuer agrees to provide financing or refinancing to refund a portion of the Existing Bonds by issuing the Series 2025A Bonds and lending the proceeds of the Bonds thereof to the Company pursuant to the Loan Agreement to be used for the financing, from time to time, of the Project, to pledge and assign the Loan this Financing Agreement, the Series 2004 Note and the payments to be received by the Issuer pursuant thereto and the funds established pursuant to the Indenture and investment earnings and amounts therein as security for the payment of the principal of, premium, if any, and interest on the Bonds, all pursuant to the Indenture.
c. The Issuer has complied with all provisions of the Constitution and the laws of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all transactions contemplated by this Contract, the Bonds, the Indenture, the Loan Agreement and any and all other agreements relating thereto.
d. The Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of this Contract, the Loan Agreement and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Issuer has duly authorized all necessary actions to be taken by the Issuer for (id) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery, receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, and any and all other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect to, and consummation of the transactions contemplated hereby, by the Indenture and by the issuance and sale of the Bonds. Executed counterparts of the Loan Agreement and the Indenture will be delivered to the Purchaser by the Issuer on the Initial Closing Date (as hereinafter defined).
f. To the best of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, investigation at law or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds or the validity of the Bonds, the Indenture, the Loan Agreement, this Contract, or any agreement or instrument to which the Issuer is or is expected to be a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bonds.
g. The execution and delivery by the Issuer of this ContractFinancing Agreement, the Bonds, assignment of this Financing Agreement and the Indenture, Note to the Loan AgreementTrustee, and the other agreements contemplated hereby or by the issuance and sale of the Bonds and compliance with the provisions thereof will not conflict with or constitute, on the part of the Issuer, a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument Financing Documents to which the Issuer is subject party, and consummation of the transactions contemplated hereby and thereby and fulfillment of the terms hereof or thereof by Issuer will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which Issuer is now a party or by which the Issuer it is or may be now bound.
h. Any certificate signed by any of (e) Issuer has not and will not pledge the Issuer's authorized officers and delivered amounts derived from this Financing Agreement other than to secure the Purchaser shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made thereinBonds.
Appears in 1 contract
Representations of the Issuer. The Issuer makes the following representations, all of which will survive representations as the purchase and offering of the Bonds.basis for its undertakings herein contained:
a. The (a) Issuer is a public corporation instrumentality and agency of the State of Iowa duly organized and existing under the laws of the State.
b. The Issuer is authorized by . Under the provisions of the Act and the Constitution of the State, Issuer is authorized to issue enter into the transactions contemplated by this Financing Agreement and the Indenture and to carry out its obligations hereunder and thereunder. Issuer has been duly authorized to execute and deliver this Financing Agreement, the Tax Certificate and the Indenture.
(b) The issuance and sale of the Bonds; the execution and delivery of this Financing Agreement and the assignment of this Financing Agreement to the Trustee (other than the Unassigned Issuer’s Rights); and the performance of all covenants and agreements of the Issuer contained in the Bonds, the Tax Certificate and this Financing Agreement 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 a quorum present at such meetings.
(c) Issuer now agrees to loan provide financing to pay the costs of acquiring, constructing and improving a portion of the Project by the issuance of the Bonds on the Closing Date as set forth in the Indenture and by lending the proceeds of the Bonds to the Company pursuant to the Loan Agreement to be used for the financing, from time to time, of the Project, to pledge and assign the Loan this Financing Agreement, the Series 2004 Note and the payments to be received by the Issuer pursuant thereto and the funds established pursuant to the Indenture and investment earnings and amounts therein as security for the payment of the principal of, premium, if any, and interest on the Bonds, all pursuant to the Indenture.
c. (d) The Issuer has complied with all provisions of the Constitution and the laws of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all transactions contemplated by this Contract, the Bonds, the Indenture, the Loan Agreement and any and all other agreements relating thereto.
d. The Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of this ContractFinancing Agreement, the Loan Agreement Indenture and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Tax Certificate by Issuer has duly authorized all necessary actions to be taken by the Issuer for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery, receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, and any and all other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect todo not, and consummation of the transactions contemplated hereby, by the Indenture hereby and by the issuance thereby and sale fulfillment of the Bonds. Executed counterparts terms hereof or thereof by Issuer will not result in a breach of any of the Loan Agreement and the Indenture will be delivered to the Purchaser by the Issuer on the Initial Closing Date (as hereinafter defined).
f. To the best of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, investigation at law terms or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds or the validity of the Bonds, the Indenture, the Loan Agreement, this Contractprovisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is or is expected to be now a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bondswhich it is now bound.
g. The execution (e) Issuer has not and delivery by will not pledge the Issuer of amounts derived from this Contract, the Bonds, the Indenture, the Loan Agreement, and Financing Agreement other agreements contemplated hereby or by the issuance and sale of than to secure the Bonds and compliance with the provisions thereof will not conflict with or constitute, on the part of the Issuer, a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which the Issuer is or may be bound.
h. Any certificate signed by any of the Issuer's authorized officers and delivered amounts owed to the Purchaser shall be deemed a representation and warranty by the Issuer to the Purchaser Credit Facility Provider or Liquidity Facility Provider, as to the statements made thereinapplicable.
Appears in 1 contract
Representations of the Issuer. (a) The shares of Stock being issued hereunder will be free and clear of any liens, encumbrances, or claims of any kind whatsoever, and Issuer warrants free, clear and marketable title to said shares to the Purchaser, subject to said shares being restricted under the securities laws.
(b) Issuer has no knowledge of any restrictions by contract, operation of law or otherwise prohibiting this sale or the transfer of these shares into the name of the Purchaser, subject only to the provision of the securities laws governing restricted stock.
(c) There have been no changes in the capital structure of Company including outstanding shares, options, warrants or related matters since the March 31, 1997, financial statements which have been provided to Purchaser. There also have been no material items of expense or income incurred or accrued since such date.
(d) The Issuer makes the following representationshas been duly organized, all of which will survive the purchase is validly existing and offering of the Bonds.
a. The Issuer is a public corporation organized and existing in good standing under the laws of the StateState of Florida.
b. (e) The Issuer is, to the best of Issuer's knowledge and belief, in compliance in all material respects with all applicable laws and regulations of Federal, State and local government agencies having jurisdiction over it.
(f) The Issuer's articles of incorporation specifically exclude Issuer from the Control Share Acquisition Provisions contained in Section 607.0902 of the Corporation Law of Florida or Issuer is authorized otherwise excepted from said provisions such that the issuance of these shares to Purchaser as contemplated by this agreement will not be affected by such provisions and Purchaser shall have the full unaffected right to vote all shares purchased hereunder.
(g) The Stock will be duly authorized, validly issued, fully paid and non-assessable and the delivery to Purchaser of the Stock pursuant to the provisions of the Act to issue the Bondsthis Agreement will constitute valid title in said stock, to loan the proceeds free and clear of the Bonds to the Company pursuant to the Loan Agreement to be used for the financingall liens, from time to timeencumbrances, restrictions, claims and commitments of the Project, to pledge and assign the Loan Agreement, the Series 2004 Note and the payments to be received by the Issuer pursuant thereto and the funds established pursuant to the Indenture and investment earnings and amounts therein as security for the payment of the principal of, premium, if any, and interest on the Bonds, all pursuant to the Indentureevery kind.
c. (h) The Issuer has complied with all provisions of the Constitution and the laws of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all transactions contemplated by this Contract, the Bonds, the Indenture, the Loan Agreement and any and all other agreements relating thereto.
d. The Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of this Contract, the Loan Agreement and the Indenture Stock does not violate any provision of the law applicable to the Trustee and Issuer or conflict with or result in a breach or termination of any provision of, or constitute a default, or will result in the issuance and sale creation of any lien, charge or encumbrance upon any of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Issuer has duly authorized all necessary actions to be taken by property or assets of the Issuer for (i) the issuance and sale pursuant to or under any corporate charter, by-laws, mortgage, deed of the Bonds upon the terms set forth herein and in the Indenturetrust, (ii) the execution, delivery, receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, and any and all indenture or other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect to, and consummation of the transactions contemplated hereby, by the Indenture and by the issuance and sale of the Bonds. Executed counterparts of the Loan Agreement and the Indenture will be delivered to the Purchaser by the Issuer on the Initial Closing Date (as hereinafter defined).
f. To the best of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, investigation at law agreement or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds or the validity of the Bonds, the Indenture, the Loan Agreement, this Contractinstrument, or any agreement order, judgment, decree, statute, regulation or instrument any other restriction of any kind or character to which the Issuer is or is expected to be a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bonds.
g. The execution and delivery by the Issuer of this Contract, the Bonds, the Indenture, the Loan Agreement, and other agreements contemplated hereby or by the issuance and sale of the Bonds and compliance with the provisions thereof will not conflict with or constitute, on the part of the Issuer, a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which the Issuer is or may be bound.
h. Any certificate signed by any of the Issuer's authorized officers and delivered assets of the Issuer may be bound with or without the giving of notice, the passage of time or both, except with respect to applicable laws affecting creditors' rights.
(i) Subsequent to the execution of this agreement and prior to the appointment of Purchaser shall be deemed a representation as sole officer and warranty by director, Issuer will ensure that no person takes any action on behalf of Issuer except as contemplated herein.
(j) Issuer will have caused all corporate action necessary to appoint Purchaser as the sole officer and director of Issuer to be taken and upon such action Purchaser will be the sole officer and director of Issuer with all necessary authority to act on behalf of Issuer.
(k) Issuer has taken all corporate action necessary to issue the subject shares of stock to Purchaser.
(l) Issuer shall turn all books and records of Issuer to Purchaser as to upon the statements made thereinexecution hereof.
Appears in 1 contract
Representations of the Issuer. The Issuer makes the following representations, all of which will survive representations as the purchase and offering of basis for the Bonds.undertakings on its part herein contained:
a. (a) The Issuer is duly constituted and validly existing as a public corporation organized body politic and existing corporate under the laws of the State.
b. The Issuer is authorized by State of Illinois. Under the provisions of the Act Act, the Issuer has the power to issue enter into the transactions contemplated by this Agreement, the Indenture, the Remarketing Agreement and the Tax Exemption Certificate and Agreement and to carry out its obligations hereunder and thereunder. The Project constitutes and will constitute a "project," within the meaning of the Act. By proper action of the members of the Issuer, the Issuer has been duly authorized to execute and deliver the Bonds, this Agreement, the Indenture, the Remarketing Agreement and the Tax Exemption Certificate and Agreement.
(b) Neither the execution and delivery of this Agreement, the Indenture, the Remarketing Agreement, the Tax Exemption Certificate and Agreement and the Bonds, 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 Remarketing Agreement, the Tax Exemption Certificate and Agreement and the Bonds, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to loan which the Issuer is now a party or by which it is bound, or constitutes a default under any of the foregoing.
(c) To finance a portion of the Costs of the Project, the Issuer proposes to issue its Bonds in the amount and having the terms and conditions specified in Articles II, III and IV of the Indenture. The proceeds of the Bonds will be lent to the Company pursuant and used by the Company to finance a portion of the Loan Agreement to be used for the financing, from time to time, Costs of the Project, to pledge and assign the Loan all as set forth in Section 3.3 of this Agreement, the Series 2004 Note and the payments to be received by the .
(d) The Issuer pursuant thereto and the funds established pursuant to the Indenture and investment earnings and amounts therein as security for the payment of the principal of, premium, if anyhas not assigned or pledged, and will not assign or pledge, its right, title or interest on in or to this Agreement or the BondsNote, all pursuant other than to secure the Bonds and as otherwise provided in the Indenture.
c. (e) The Issuer has complied with all is not in default under any of the provisions of the Constitution and the laws of the State pertaining which would affect its existence or its powers referred to in the preceding subsection (a).
(f) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer.
(g) The Issuer hereby finds and determines that the financing of the Project with the proceeds of the Bonds will further the public purposes stated in the Act by increasing employment.
(h) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(i) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (e) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the issuance and sale Secretary of the Bonds, including the Act, and has full power and authority to authorize and thereafter consummate all transactions contemplated by this Contract, the Bonds, the Indenture, the Loan Agreement and any and all other agreements relating thereto.
d. The Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of this Contract, the Loan Agreement and the Indenture prior to the Trustee and the issuance and sale taking of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Issuer has duly authorized all necessary actions to be taken final action by the Issuer for (i) the issuance and sale of the Bonds upon the terms set forth herein and with respect to such contract or agreement in the Indenturemanner required by 20 ILCS 3505/15, (ii) the execution, delivery, receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, and any and all other agreements and documents as may be required to be executed, delivered and received which disclosure has been publicly acknowledged by the Issuer in order to carry out, give effect to and consummate entered upon the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect to, and consummation of the transactions contemplated hereby, by the Indenture and by the issuance and sale of the Bonds. Executed counterparts of the Loan Agreement and the Indenture will be delivered to the Purchaser by the Issuer on the Initial Closing Date (as hereinafter defined).
f. To the best of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, investigation at law or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds or the validity of the Bonds, the Indenture, the Loan Agreement, this Contract, or any agreement or instrument to which the Issuer is or is expected to be a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bonds.
g. The execution and delivery by the Issuer of this Contract, the Bonds, the Indenture, the Loan Agreement, and other agreements contemplated hereby or by the issuance and sale of the Bonds and compliance with the provisions thereof will not conflict with or constitute, on the part minutes of the Issuer, a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument and (ii) as to which the Issuer is subject member, officer, agent or by which employee has refrained from taking the Issuer is or may be boundactions described in 20 ILCS 3505/15.
h. Any certificate signed by any of the Issuer's authorized officers and delivered to the Purchaser shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made therein.
Appears in 1 contract
Representations of the Issuer. The Issuer makes the following representations, all of which will survive representations as the purchase and offering of basis for the Bonds.undertakings on its part herein contained:
a. (a) The Issuer is duly constituted and validly existing as a public political subdivision, body politic and municipal corporation organized and existing under the laws of the State.
b. The Issuer is authorized by . Under the provisions of the Act Act, the Issuer has the power to issue enter into the transactions contemplated by this Agreement, the Indenture, the Remarketing Agreement and the Tax Exemption Certificate and Agreement and to carry out its obligations hereunder and thereunder. The Project constitutes and will constitute a "project," within the meaning of the Act. By proper action of the members of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement, the Indenture, the Remarketing Agreement and the Tax Exemption Certificate and Agreement.
(b) Neither the execution and delivery of this Agreement, the Indenture, the Remarketing Agreement, the Tax Exemption Certificate and Agreement and the Bonds, 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 Remarketing Agreement, the Tax Exemption Certificate and Agreement and the Bonds, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to loan which the Issuer is now a party or by which it is bound, or constitutes a default under any of the foregoing.
(c) To finance a portion of the Costs of the Project, the Issuer proposes to issue its Bonds in the amount and having the terms and conditions specified in Articles II, III and IV of the Indenture. The proceeds of the Bonds will be lent to the Company pursuant and used by the Company to the Loan Agreement to be used for the financing, from time to time, finance a portion of the Project, to pledge and assign the Loan Agreement, the Series 2004 Note and the payments to be received by the Issuer pursuant thereto and the funds established pursuant to the Indenture and investment earnings and amounts therein as security for the payment Costs of the principal of, premium, if anyProject as set forth in Section 3.3 of this Agreement.
(d) The Issuer has not assigned or pledged, and will not assign or pledge, its right, title or interest on in or to this Agreement or the BondsNote, all pursuant other than to secure the Bonds and as otherwise provided in the Indenture.
c. (e) The Issuer has complied with all is not in default under any of the provisions of the Constitution and the laws of the State pertaining which would affect its existence or its powers referred to in the issuance preceding subsection (a).
(f) Under existing statutes and sale decisions, no taxes on income or profits are imposed on the Issuer.
(g) The Issuer hereby finds and determines that the financing of the Bonds, including Project with the proceeds of the Bonds will further the public purposes stated in the Act, and that all requirements of the Act incident to the issuance of the Bonds have been completed.
(h) No member of the Issuer or any officer, employee or agent of the Issuer has full power and authority a pecuniary interest in any employment, financing agreement or other contract made with respect to authorize and thereafter consummate all transactions contemplated by this Contractthe Company, the Project, the Bonds, the Indenture, this Agreement or the Loan Agreement and any and all other agreements relating theretotransactions contemplated thereby or by this Agreement.
d. (i) The Issuer, pursuant to Section 6(b) of the Act, submitted notice, including a description of the Project and the financing therefor, to the corporate authorities of the Village of Hennepin, ▇▇▇▇▇▇ County, Illinois, which has planning and subdivision control jurisdiction over the Project, and the Issuer has duly adopted the Resolution and has duly authorized the execution and delivery not been informed by said corporate authorities of this Contract, the Loan Agreement and the Indenture any objection to the Trustee and Project.
(j) The Governor of the State has provided written approval for the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Issuer has duly authorized all necessary actions to be taken as required by the Issuer for (iSection 7(a) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture, (ii) the execution, delivery, receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, and any and all other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect to, and consummation of the transactions contemplated hereby, by the Indenture and by the issuance and sale of the Bonds. Executed counterparts of the Loan Agreement and the Indenture will be delivered to the Purchaser by the Issuer on the Initial Closing Date (as hereinafter defined)Act.
f. To the best of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, investigation at law or in equity or before or by any court, public board or body pending or threatened against or affecting the Issuer (or any basis therefor), wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds or the validity of the Bonds, the Indenture, the Loan Agreement, this Contract, or any agreement or instrument to which the Issuer is or is expected to be a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bonds.
g. The execution and delivery by the Issuer of this Contract, the Bonds, the Indenture, the Loan Agreement, and other agreements contemplated hereby or by the issuance and sale of the Bonds and compliance with the provisions thereof will not conflict with or constitute, on the part of the Issuer, a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which the Issuer is or may be bound.
h. Any certificate signed by any of the Issuer's authorized officers and delivered to the Purchaser shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made therein.
Appears in 1 contract
Sources: Loan Agreement (Exolon Esk Co)
Representations of the Issuer. The Issuer makes the following representations, all of which will survive the purchase and offering of the Bonds.
a. The Issuer is a public corporation organized and existing under has authorized, or prior to the laws of the State.
b. The Issuer is authorized by the provisions of the Act to issue the Bonds, to loan the proceeds delivery of the Bonds to the Company pursuant to the Loan Agreement to be used for the financing, from time to time, of the Project, to pledge and assign the Loan Agreement, the Series 2004 Note and the payments to be received by the Issuer pursuant thereto and the funds established pursuant to the Indenture and investment earnings and amounts therein as security for the payment of the principal of, premium, if any, and interest on the Bonds, all pursuant to the Indenture.
c. The Issuer has complied with all provisions of the Constitution and the laws of the State pertaining to the issuance and sale of the Bonds, including the Act, and has full power and authority to will duly authorize and thereafter consummate all transactions contemplated by this Contract, the Bonds, the Indenture, the Loan Agreement and any and all other agreements relating thereto.
d. The Issuer has duly adopted the Resolution and has duly authorized the execution and delivery of this Contract, the Loan Agreement and the Indenture to the Trustee and the issuance and sale of the Bonds, and has taken all actions and obtained all approvals necessary and appropriate to carry out same.
e. The Issuer has duly authorized all necessary actions action to be taken by it for: the Issuer for (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Indenture, (ii) Official Statement; the approval of the Official Statement and the signing of the Official Statement by a duly authorized officer; and the execution, delivery, delivery and receipt and due performance of this Contract, the Bonds, the Indenture, the Loan Agreement, Bond Purchase Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transaction contemplated hereby and by the issuance and sale of the Bonds and (iii) the carrying out, giving effect to, and consummation of consummate the transactions contemplated hereby, by the Indenture Bonds, the Official Statement, and by the issuance and sale Bond Resolution;
b. The information contained in the Official Statement is and, as of the Bonds. Executed counterparts date of Closing, will be correct in all material respects and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in such Official Statement, in light of the Loan Agreement and circumstances under which they were made, not misleading;
c. To the Indenture will be delivered to the Purchaser by knowledge of the Issuer on the Initial Closing Date (as hereinafter defined).
f. To the best of the Issuer's knowledge, there is no action, suit, proceeding, inquiry, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority or threatened against or affecting the Issuer or the Governing Authority (or or, to the knowledge of the Issuer, any basis therefor), ) contesting the due organization and valid existence of the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the issuance and sale of the Bonds Official Statement or the validity or due adoption of the Bond Resolution or the validity, due authorization and execution of the Bonds, the Indenture, the Loan Agreement, this Contract, Bond Purchase Agreement or any agreement or instrument to which the Issuer is or is expected to be a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the issuance and sale of the Bonds.Official Statement;
g. d. The authorization, execution and delivery by the Issuer of the Official Statement, this Contract, Bond Purchase Agreement and the Bonds, other documents contemplated hereby and by the Indenture, the Loan AgreementOfficial Statement, and other agreements contemplated hereby or compliance by the issuance and sale of the Bonds and compliance Issuer with the provisions thereof of such instruments, do not and will not conflict with or constitute, constitute on the part of the Issuer, Issuer a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or by which the Issuer is or may be its properties are or, on the date of Closing will be, bound.;
h. Any certificate signed by any e. All consents of and notices to or filings with governmental authorities necessary for the Issuer's authorized officers and delivered to the Purchaser shall be deemed a representation and warranty consummation by the Issuer of the transactions described in the Official Statement, the Bond Resolution and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made have been obtained or made or will be obtained or made prior to delivery of the Bonds; and
f. The Issuer agrees to cooperate with the Underwriter and its counsel in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request provided however that the Issuer shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or file any general consents to service of process under the laws of any state. The Issuer consents to the Purchaser as lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications. No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation or warranty made by the Issuer.
g. The Issuer acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm's- length commercial transaction between the statements made therein.Issuer and the Underwriter;
Appears in 1 contract
Sources: Bond Purchase Agreement