Representations of the Issuer. The Issuer makes the following representations and warranties as the basis for its covenants (a) The Issuer is organized and existing as a housing public facility corporation duly organized and existing under the laws of the State and is authorized to issue the Bonds to finance the acquisition, construction and equipping of the Project pursuant to the Act. (b) The Issuer has lawful power and authority under the Act to enter into this Agreement, the Tax Regulatory Agreement, and the Indenture and to carry out its obligations hereunder and under the Tax Regulatory Agreement and the Indenture. By proper action of its governing body, the Issuer has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers. The Indenture, the Tax Regulatory Agreement, and this Agreement have been duly executed by the Issuer and each constitutes a valid, legal, binding and enforceable obligation of the Issuer (subject to bankruptcy, insolvency, or other laws affecting creditors’ rights generally and to the application of principles of equity generally) without offset, defense, or counterclaim. The execution, delivery, and performance of the Indenture, the Tax Regulatory Agreement, and this Agreement by the Issuer will not violate any law, regulation, order, or decree of any Governmental Authority regulating the Issuer and all consents, approvals, authorizations, orders, or filings of or with any court or governmental agency or body, if any, required for the execution, delivery, and performance of such documents by the Issuer have been obtained or made. (c) The Issuer has no knowledge of any pending action, suit, or proceeding, arbitration, or governmental investigation against the Issuer, an adverse outcome of which will materially affect performance under the Indenture and this Agreement by the Issuer. (d) To finance the costs of the Project, the Issuer proposes to issue the Bonds in the aggregate principal amount of $45,000,000. The Bonds will bear interest and be scheduled to mature and will be subject to redemption prior to maturity in accordance with the provisions of the Indenture. The Bonds are to be issued under and secured by the Indenture, pursuant to which the payments, revenues, and receipts derived by the Issuer pursuant to this Agreement, other than the Unassigned Issuer’s Rights, will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (e) Under the provisions of the Indenture, the Issuer’s interest in this Agreement and certain payments due hereunder (other than the Unassigned Issuer’s Rights) is pledged and assigned to the Trustee as security for the payment of the principal of, interest on, and premium, if any, on the Bonds and the Issuer will not otherwise or further assign such interest in this Agreement. (f) To the extent within its reasonable control, the Issuer will not engage in any activity which might affect the exclusion for federal income tax purposes of the interest on the Bonds from the gross income of any Holder of the Bonds thereof (other than “substantial users” or “related persons” within the meaning of Section 147(a) of the Code). (g) The execution, delivery, and performance of the Indenture and this Agreement by the Issuer will not cause or constitute a default under or conflict with its organizational documents or other agreements to which it is a party or otherwise materially adversely affect performance of the duties of the Issuer under such organizational documents or other agreements. (h) The Issuer makes no representation as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations, or certifications furnished or to be made and furnished by the Borrower in connection with the sale of the Bonds, or as to the correctness, completeness, or accuracy of such statements. (i) THE ISSUER MAKES NO WARRANTY, EXPRESS, OR IMPLIED, WITH RESPECT TO THE PROJECT OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, THE HABITABILITY THEREOF, THE MERCHANTABILITY OR FITNESS THEREOF FOR ANY PARTICULAR PURPOSES, THE DESIGN OR CONDITION THEREOF, THE WORKMANSHIP, QUALITY, OR CAPACITY THEREOF, LATENT DEFECTS THEREIN, THE VALUE THEREOF, FUTURE PERFORMANCE OR THE COMPLIANCE THEREOF WITH ANY REQUIREMENTS OF LAW. (j) THE ISSUER DOES NOT MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, THAT MONEYS, IF ANY, WHICH WILL BE PAID INTO THE PROJECT FUND OR OTHERWISE MADE AVAILABLE TO THE BORROWER WILL BE SUFFICIENT TO COMPLETE THE PROJECT, AND THE ISSUER SHALL NOT BE LIABLE TO THE BORROWER, THE BONDHOLDER REPRESENTATIVE, THE HOLDERS OR ANY OTHER PERSON IF FOR ANY REASON THE PROJECT IS NOT COMPLETED.
Appears in 1 contract
Sources: Loan Agreement
Representations of the Issuer. The 6.1 In addition to the representations contained in Section 5 herein, the Issuer hereby makes the following representations and warranties as to the basis for its covenantsUnderwriter:
(a) The Issuer is organized and existing as a housing public facility finance corporation duly organized and existing exiting under the laws of the State and is authorized to issue the Bonds to finance the acquisitionof Texas, construction and equipping of the Project pursuant to including the Act.
, and its successors and assigns (b) The Issuer the “State”), and has lawful full power and authority under the Act to adopt the Bond Resolution and to enter into this Agreementand to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto, the Tax Regulatory AgreementIssuer Documents will constitute the legal, valid and binding obligations of the Indenture Issuer enforceable against the Issuer in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to carry out its obligations hereunder and under the Tax Regulatory Agreement and limitation on legal remedies against units of government of the Indenture. State;
(b) By proper official action of its governing bodythe Issuer prior to or concurrently with the acceptance hereof, the Issuer has been duly approved and authorized to execute the distribution of the Preliminary Official Statement and deliver this Agreement, acting by the Official Statement and through its duly authorized officers. The Indenture, and approved the Tax Regulatory Agreement, execution and this Agreement have been duly executed delivery of the Issuer Documents and the consummation by the Issuer and each constitutes a valid, legal, binding and enforceable obligation of the Issuer (subject to bankruptcy, insolvency, or other laws affecting creditors’ rights generally and to the application of principles of equity generally) without offset, defense, or counterclaim. The execution, delivery, and performance of the Indenture, the Tax Regulatory Agreement, and this Agreement by the Issuer will not violate any law, regulation, order, or decree of any Governmental Authority regulating the Issuer and all consents, approvals, authorizations, orders, or filings of or with any court or governmental agency or body, if any, required for the execution, delivery, and performance of such documents by the Issuer have been obtained or made.transactions contemplated thereby;
(c) The Issuer has There is no knowledge of any pending action, suit, or proceeding, arbitrationinquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending, or governmental investigation threatened against the Issuer, an adverse outcome of which will materially affect performance under Issuer seeking to restrain or enjoin the Indenture and this Agreement by the Issuer.
(d) To finance the costs sale or issuance of the ProjectBonds, or in any way contesting or affecting any proceedings of the Issuer taken concerning the sale thereof, the Issuer proposes to issue the Bonds in the aggregate principal amount pledge or application of $45,000,000. The Bonds will bear interest and be scheduled to mature and will be subject to redemption prior to maturity in accordance with the provisions of the Indenture. The Bonds are to be issued under and secured by the Indenture, pursuant to which the payments, revenues, and receipts derived by the Issuer pursuant to this Agreement, other than the Unassigned Issuer’s Rights, will be pledged and assigned to the Trustee as any moneys or security for payment of the principal of, premium, if any, and interest on the Bonds.
(e) Under the provisions of the Indenture, the Issuer’s interest in this Agreement and certain payments due hereunder (other than the Unassigned Issuer’s Rights) is pledged and assigned to the Trustee as security provided for the payment of the principal Bonds, in any way contesting the validity or enforceability of the Issuer Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the existence or powers of the Issuer relating to the sale of the Bonds;
(d) The execution and delivery by the Issuer of the Issuer Documents and compliance with the provisions on the Issuer’s part contained therein will neither (i) conflict with or constitute a material breach of or default under any law, administrative regulation, judgment or decree to which the Issuer is subject, (ii) conflict with any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject, nor (iii) result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer under the terms of any such law, administrative regulation, judgment, decree, loan agreement, financing agreement, indenture, bond, security, note, resolution, agreement or other instrument, except as provided by the Issuer Documents;
(e) Except as may be required under Blue Sky or other securities laws of any state and for filings to be made with the Internal Revenue Service on Form 8038, to the Issuer’s knowledge, there is no consent, approval, authorization or other order of, interest onor filing with, or certification by, any state court, or state or federal governmental agency, or public body of any state required for the execution and premium, if any, on the Bonds and delivery of the Issuer will Documents or the consummation by the Issuer of the transactions on its part contemplated herein or therein, which has not otherwise been duly obtained or further assign such interest in this Agreement.made on or prior to the date hereof;
(f) To Upon delivery of the extent within its reasonable controlBonds, the Issuer will not engage have good right, full power and lawful authority to pledge and assign the Trust Estate described in any activity which might affect the exclusion for federal income tax purposes of Indenture to the interest on Trustee as provided in the Bonds from Indenture and the gross income of any Holder of the Bonds thereof (other than “substantial users” or “related persons” within the meaning of Section 147(a) of the Code).Bond Resolution;
(g) The execution, delivery, Issuer has complied in all material respects with the Bond Resolution and performance of the Indenture and this Agreement by the Issuer will not cause or constitute a default under or conflict with its organizational documents or other agreements to which it is a party or otherwise materially adversely affect performance of the duties of the Issuer under such organizational documents or other agreements.Documents; and
(h) The Bonds, when delivered in accordance with the Indenture and paid for by the Underwriter on the Closing Date as provided herein, will be validly issued and outstanding special, limited obligations of the Issuer makes no entitled to all the benefits and security of the Indenture.
6.2 The execution and delivery of this Purchase Contract by the Issuer shall constitute a representation by the Issuer to the Underwriter that the representations and agreements contained in this Section are true as of the date hereof; provided, however, that as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations, or certifications furnished or to be made and information furnished by the Borrower pursuant to this Purchase Contract, the Issuer is relying solely on such information in connection with making the sale Issuer’s representations and agreements, and as to all matters of law the Issuer is relying on the advice of Bond Counsel; and provided further, that no member, officer, agent or employee of the BondsIssuer shall be individually liable for the breach of any representation, or agreement contained herein.
6.3 It is understood that the representations and covenants of the Issuer contained in this Section 6 and elsewhere in this Purchase Contract shall not create any general obligation or liability of the Issuer, and that any obligation or liability of the Issuer hereunder or under the Issuer Documents is payable solely out of the Trust Estate established under the Indenture. It is further understood and agreed that the Issuer makes no representations, except as set forth in paragraph 5.4(a) above, as to the Official Statement, or as to the correctness, completeness, or accuracy of such statements.
(i) THE ISSUER MAKES NO WARRANTYthe financial condition, EXPRESSresults of operation, OR IMPLIED, WITH RESPECT TO THE PROJECT OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, THE HABITABILITY THEREOF, THE MERCHANTABILITY OR FITNESS THEREOF FOR ANY PARTICULAR PURPOSES, THE DESIGN OR CONDITION THEREOF, THE WORKMANSHIP, QUALITY, OR CAPACITY THEREOF, LATENT DEFECTS THEREIN, THE VALUE THEREOF, FUTURE PERFORMANCE OR THE COMPLIANCE THEREOF WITH ANY REQUIREMENTS OF LAW.
(j) THE ISSUER DOES NOT MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, THAT MONEYS, IF ANY, WHICH WILL BE PAID INTO THE PROJECT FUND OR OTHERWISE MADE AVAILABLE TO THE BORROWER WILL BE SUFFICIENT TO COMPLETE THE PROJECT, AND THE ISSUER SHALL NOT BE LIABLE TO THE BORROWER, THE BONDHOLDER REPRESENTATIVE, THE HOLDERS OR ANY OTHER PERSON IF FOR ANY REASON THE PROJECT IS NOT COMPLETED.business or prospects of the Borrower or the Project,
Appears in 1 contract
Sources: Bond Purchase Agreement
Representations of the Issuer. The 6.1 In addition to the representations contained in Section 5 herein, the Issuer hereby makes the following representations and warranties as to the basis for its covenantsUnderwriter:
(a) The Issuer is organized and existing as a housing public facility corporation duly organized and existing under the laws of the State of Texas (the “State”), and is authorized to issue the Bonds to finance the acquisition, construction and equipping of the Project pursuant to the Act.
(b) The Issuer has lawful full power and authority under the Act to adopt the Bond Resolution and to enter into this Agreementand to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto, the Tax Regulatory AgreementIssuer Documents will constitute the legal, valid and binding obligations of the Indenture Issuer enforceable against the Issuer in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to carry out its obligations hereunder and under the Tax Regulatory Agreement and limitation on legal remedies against units of government of the Indenture. State;
(b) By proper official action of its governing bodythe Issuer prior to or concurrently with the acceptance hereof, the Issuer has been duly approved and authorized to execute the distribution of the Preliminary Official Statement and deliver this Agreement, acting by the Official Statement and through its duly authorized officers. The Indenture, and approved the Tax Regulatory Agreement, execution and this Agreement have been duly executed delivery of the Issuer Documents and the consummation by the Issuer and each constitutes a valid, legal, binding and enforceable obligation of the Issuer (subject to bankruptcy, insolvency, or other laws affecting creditors’ rights generally and to the application of principles of equity generally) without offset, defense, or counterclaim. The execution, delivery, and performance of the Indenture, the Tax Regulatory Agreement, and this Agreement by the Issuer will not violate any law, regulation, order, or decree of any Governmental Authority regulating the Issuer and all consents, approvals, authorizations, orders, or filings of or with any court or governmental agency or body, if any, required for the execution, delivery, and performance of such documents by the Issuer have been obtained or made.transactions contemplated thereby;
(c) The Issuer has There is no knowledge of any pending action, suit, or proceeding, arbitrationinquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending, or governmental investigation threatened against the IssuerIssuer seeking to restrain or enjoin the sale or issuance of the Bonds, an adverse outcome or in any way contesting or affecting any proceedings of which will materially affect performance under the Indenture and this Agreement by Issuer taken concerning the Issuer.sale thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Issuer Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the existence or powers of the Issuer relating to the sale of the Bonds;
(d) To finance The statements and information contained in the costs Preliminary Official Statement and the Official Statement under the captions “THE ISSUER” and “ABSENCE OF LITIGATION – The Issuer” are true and correct in all material respects, and the information contained in the Preliminary Official Statement and the Official Statement under the captions “THE ISSUER” and “ABSENCE OF LITIGATION – The Issuer” does not contain an untrue statement of a material fact or omit any material fact which is necessary to make such statements and information therein, in light of the Projectcircumstances under which they were made, the Issuer proposes to issue the Bonds in the aggregate principal amount of $45,000,000. The Bonds will bear interest and be scheduled to mature and will be subject to redemption prior to maturity in accordance with the provisions of the Indenture. The Bonds are to be issued under and secured by the Indenture, pursuant to which the payments, revenues, and receipts derived by the Issuer pursuant to this Agreement, other than the Unassigned Issuer’s Rights, will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bondsnot misleading.
(e) Under The execution and delivery by the Issuer of the Issuer Documents and compliance with the provisions of the Indenture, on the Issuer’s part contained therein will neither (i) conflict with or constitute a material breach of or default under any law, administrative regulation, judgment or decree to which the Issuer is subject, (ii) conflict with any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject, nor (iii) result in the creation or imposition of any lien, charge or other security interest in this Agreement or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer under the terms of any such law, administrative regulation, judgment, decree, loan agreement, financing agreement, indenture, bond, security, note, resolution, agreement or other instrument, except as provided by the Issuer Documents;
(f) Except as may be required under Blue Sky or other securities laws of any state, the approving opinion of the Attorney General of the State of Texas, and certain payments due hereunder (other than for filings to be made with the Unassigned Internal Revenue Service on Form 8038, to the Issuer’s Rightsknowledge, there is no consent, approval, authorization or other order of, or filing with, or certification by, any state court, or state or federal governmental agency, or public body of any state required for the execution and delivery of the Issuer Documents or the consummation by the Issuer of the transactions on its part contemplated herein or therein, which has not been duly obtained or made on or prior to the date hereof;
(g) is pledged Upon delivery of the Bonds, the Issuer will have good right, full power and assigned lawful authority to pledge and assign the Trust Estate described in the Indenture to the Trustee as security for the payment of the principal of, interest on, and premium, if any, on the Bonds and the Issuer will not otherwise or further assign such interest provided in this Agreement.
(f) To the extent within its reasonable control, the Issuer will not engage in any activity which might affect the exclusion for federal income tax purposes of the interest on the Bonds from the gross income of any Holder of the Bonds thereof (other than “substantial users” or “related persons” within the meaning of Section 147(a) of the Code).
(g) The execution, delivery, and performance of the Indenture and this Agreement by the Issuer will not cause or constitute a default under or conflict with its organizational documents or other agreements to which it is a party or otherwise materially adversely affect performance of the duties of the Issuer under such organizational documents or other agreements.Bond Resolution;
(h) The Issuer makes no has complied in all material respects with the Bond Resolution and the Issuer Documents; and
(i) The Bonds, when delivered in accordance with the Indenture and paid for by the Underwriter on the Closing Date as provided herein, will be validly issued and outstanding special, limited obligations of the Issuer entitled to all the benefits and security of the Indenture.
6.2 The execution and delivery of this Purchase Contract by the Issuer shall constitute a representation by the Issuer to the Underwriter that the representations and agreements contained in this Section are true as of the date hereof; provided, however, that as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations, or certifications furnished or to be made and information furnished by the Borrower pursuant to this Purchase Contract, the Issuer is relying solely on such information in connection with making the sale Issuer’s representations and agreements, and as to all matters of law the Issuer is relying on the advice of Bond Counsel; and provided further, that no member, officer, agent or employee of the BondsIssuer shall be individually liable for the breach of any representation, or agreement contained herein.
6.3 It is understood that the representations and covenants of the Issuer contained in this Section 6 and elsewhere in this Purchase Contract shall not create any general obligation or liability of the Issuer, and that any obligation or liability of the Issuer hereunder or under the Issuer Documents is payable solely out of the Trust Estate established under the Indenture. It is further understood and agreed that the Issuer makes no representations, except as set forth in paragraph 5.4(a) above, as to the Official Statement, or as to the correctness, completeness, or accuracy of such statements.
(i) THE ISSUER MAKES NO WARRANTYthe financial condition, EXPRESSresults of operation, OR IMPLIED, WITH RESPECT TO THE PROJECT OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, THE HABITABILITY THEREOF, THE MERCHANTABILITY OR FITNESS THEREOF FOR ANY PARTICULAR PURPOSES, THE DESIGN OR CONDITION THEREOF, THE WORKMANSHIP, QUALITY, OR CAPACITY THEREOF, LATENT DEFECTS THEREIN, THE VALUE THEREOF, FUTURE PERFORMANCE OR THE COMPLIANCE THEREOF WITH ANY REQUIREMENTS OF LAW.
(j) THE ISSUER DOES NOT MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, THAT MONEYS, IF ANY, WHICH WILL BE PAID INTO THE PROJECT FUND OR OTHERWISE MADE AVAILABLE TO THE BORROWER WILL BE SUFFICIENT TO COMPLETE THE PROJECT, AND THE ISSUER SHALL NOT BE LIABLE TO THE BORROWER, THE BONDHOLDER REPRESENTATIVE, THE HOLDERS OR ANY OTHER PERSON IF FOR ANY REASON THE PROJECT IS NOT COMPLETED.business or prospects of the Borrower or the Project,
Appears in 1 contract
Sources: Bond Purchase Agreement
Representations of the Issuer. The Issuer makes the following representations and warranties as the basis for its covenantscovenants herein:
(a) The Issuer is organized and existing as a housing public facility finance corporation duly organized and existing under the laws of the State State, and is authorized to issue the Bonds to finance the acquisition, construction and equipping of the Project pursuant to the Act.
(b) The Issuer has lawful power and authority under the Act to enter into this Agreement, the Tax Regulatory Agreement, and the Indenture and to carry out its obligations hereunder and under the Tax Regulatory Agreement and the Indenture. By proper action of its governing body, the Issuer has been duly authorized to execute and deliver this Agreement, acting by and through its duly authorized officers. The Indenture, the Tax Regulatory Agreement, and this Agreement have been duly executed by the Issuer and each constitutes a valid, legal, binding and enforceable obligation of the Issuer (subject to bankruptcy, insolvency, or other laws affecting creditors’ rights generally and to the application of principles of equity generally) without offset, defense, or counterclaim. The execution, delivery, and performance of the Indenture, the Tax Regulatory Agreement, and this Agreement by the Issuer will not violate any law, regulation, order, or decree of any Governmental Authority regulating the Issuer and all consents, approvals, authorizations, orders, or filings of or with any court or governmental agency or body, if any, required for the execution, delivery, and performance of such documents by the Issuer have been obtained or made.
(c) The Issuer has no knowledge of any pending action, suit, or proceeding, arbitration, or governmental investigation against the Issuer, an adverse outcome of which will materially affect performance under the Indenture and this Agreement by the Issuer.
(d) To finance the costs of the Project, the Issuer proposes to issue the Bonds in the aggregate principal amount of $45,000,000$ . The Bonds will bear interest and be scheduled to mature and will be subject to redemption prior to maturity in accordance with the provisions of the Indenture. The Bonds are to be issued under and secured by the Indenture, pursuant to which the payments, revenues, and receipts derived by the Issuer pursuant to this Agreement, other than the Unassigned Issuer’s Rights, will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds.
(e) Under the provisions of the Indenture, the Issuer’s interest in this Agreement and certain payments due hereunder (other than the Unassigned Issuer’s Rights) is pledged and assigned to the Trustee as security for the payment of the principal of, interest on, and premium, if any, on the Bonds and the Issuer will not otherwise or further assign such interest in this Agreement.
(f) To the extent within its reasonable control, the Issuer will not engage in any activity which might affect the exclusion for federal income tax purposes of the interest on the Bonds from the gross income of any Holder of the Bonds thereof (other than “substantial users” or “related persons” within the meaning of Section 147(a) of the Code).
(g) The execution, delivery, and performance of the Indenture and this Agreement by the Issuer will not cause or constitute a default under or conflict with its organizational documents or other agreements to which it is a party or otherwise materially adversely affect performance of the duties of the Issuer under such organizational documents or other agreements.
(h) The Issuer makes no representation as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations, or certifications furnished or to be made and furnished by the Borrower in connection with the sale of the Bonds, or as to the correctness, completeness, or accuracy of such statements.
(i) THE ISSUER MAKES NO WARRANTY, EXPRESS, OR IMPLIED, WITH RESPECT TO THE PROJECT OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, THE HABITABILITY THEREOF, THE MERCHANTABILITY OR FITNESS THEREOF FOR ANY PARTICULAR PURPOSES, THE DESIGN OR CONDITION THEREOF, THE WORKMANSHIP, QUALITY, OR CAPACITY THEREOF, LATENT DEFECTS THEREIN, THE VALUE THEREOF, FUTURE PERFORMANCE OR THE COMPLIANCE THEREOF WITH ANY REQUIREMENTS OF LAW.
(j) THE ISSUER DOES NOT MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, THAT MONEYS, IF ANY, WHICH WILL BE PAID INTO THE PROJECT FUND OR OTHERWISE MADE AVAILABLE TO THE BORROWER WILL BE SUFFICIENT TO COMPLETE THE PROJECT, AND THE ISSUER SHALL NOT BE LIABLE TO THE BORROWER, THE BONDHOLDER REPRESENTATIVE, THE HOLDERS OR ANY OTHER PERSON IF FOR ANY REASON THE PROJECT IS NOT COMPLETED.
Appears in 1 contract
Sources: Loan Agreement
Representations of the Issuer. The
6.1 In addition to the representations contained in Section 5 herein, the Issuer hereby makes the following representations and warranties as to the basis for its covenantsUnderwriter:
(a) The Issuer is organized and existing as a housing public facility finance corporation duly organized and existing exiting under the laws of the State and is authorized to issue the Bonds to finance the acquisitionof Texas, construction and equipping of the Project pursuant to including the Act.
, and its successors and assigns (b) The Issuer the “State”), and has lawful full power and authority under the Act to adopt the Bond Resolution and to enter into this Agreementand to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto, the Tax Regulatory AgreementIssuer Documents will constitute the legal, valid and binding obligations of the Indenture Issuer enforceable against the Issuer in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to carry out its obligations hereunder and under the Tax Regulatory Agreement and limitation on legal remedies against units of government of the Indenture. State;
(b) By proper official action of its governing bodythe Issuer prior to or concurrently with the acceptance hereof, the Issuer has been duly approved and authorized to execute the distribution of the Preliminary Official Statement and deliver this Agreement, acting by the Official Statement and through its duly authorized officers. The Indenture, and approved the Tax Regulatory Agreement, execution and this Agreement have been duly executed delivery of the Issuer Documents and the consummation by the Issuer and each constitutes a valid, legal, binding and enforceable obligation of the Issuer (subject to bankruptcy, insolvency, or other laws affecting creditors’ rights generally and to the application of principles of equity generally) without offset, defense, or counterclaim. The execution, delivery, and performance of the Indenture, the Tax Regulatory Agreement, and this Agreement by the Issuer will not violate any law, regulation, order, or decree of any Governmental Authority regulating the Issuer and all consents, approvals, authorizations, orders, or filings of or with any court or governmental agency or body, if any, required for the execution, delivery, and performance of such documents by the Issuer have been obtained or made.transactions contemplated thereby;
(c) The Issuer has There is no knowledge of any pending action, suit, or proceeding, arbitrationinquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending, or governmental investigation threatened against the Issuer, an adverse outcome of which will materially affect performance under Issuer seeking to restrain or enjoin the Indenture and this Agreement by the Issuer.
(d) To finance the costs sale or issuance of the ProjectBonds, or in any way contesting or affecting any proceedings of the Issuer taken concerning the sale thereof, the Issuer proposes to issue the Bonds in the aggregate principal amount pledge or application of $45,000,000. The Bonds will bear interest and be scheduled to mature and will be subject to redemption prior to maturity in accordance with the provisions of the Indenture. The Bonds are to be issued under and secured by the Indenture, pursuant to which the payments, revenues, and receipts derived by the Issuer pursuant to this Agreement, other than the Unassigned Issuer’s Rights, will be pledged and assigned to the Trustee as any moneys or security for payment of the principal of, premium, if any, and interest on the Bonds.
(e) Under the provisions of the Indenture, the Issuer’s interest in this Agreement and certain payments due hereunder (other than the Unassigned Issuer’s Rights) is pledged and assigned to the Trustee as security provided for the payment of the principal Bonds, in any way contesting the validity or enforceability of the Issuer Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the existence or powers of the Issuer relating to the sale of the Bonds;
(d) The execution and delivery by the Issuer of the Issuer Documents and compliance with the provisions on the Issuer’s part contained therein will neither (i) conflict with or constitute a material breach of or default under any law, administrative regulation, judgment or decree to which the Issuer is subject, (ii) conflict with any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject, nor (iii) result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer under the terms of any such law, administrative regulation, judgment, decree, loan agreement, financing agreement, indenture, bond, security, note, resolution, agreement or other instrument, except as provided by the Issuer Documents;
(e) Except as may be required under Blue Sky or other securities laws of any state and for filings to be made with the Internal Revenue Service on Form 8038, to the Issuer’s knowledge, there is no consent, approval, authorization or other order of, interest onor filing with, or certification by, any state court, or state or federal governmental agency, or public body of any state required for the execution and premium, if any, on the Bonds and delivery of the Issuer will Documents or the consummation by the Issuer of the transactions on its part contemplated herein or therein, which has not otherwise been duly obtained or further assign such interest in this Agreement.made on or prior to the date hereof;
(f) To Upon delivery of the extent within its reasonable controlBonds, the Issuer will not engage have good right, full power and lawful authority to pledge and assign the Trust Estate described in any activity which might affect the exclusion for federal income tax purposes of Indenture to the interest on Trustee as provided in the Bonds from Indenture and the gross income of any Holder of the Bonds thereof (other than “substantial users” or “related persons” within the meaning of Section 147(a) of the Code).Bond Resolution;
(g) The execution, delivery, Issuer has complied in all material respects with the Bond Resolution and performance of the Indenture and this Agreement by the Issuer will not cause or constitute a default under or conflict with its organizational documents or other agreements to which it is a party or otherwise materially adversely affect performance of the duties of the Issuer under such organizational documents or other agreements.Documents; and
(h) The Bonds, when delivered in accordance with the Indenture and paid for by the Underwriter on the Closing Date as provided herein, will be validly issued and outstanding special, limited obligations of the Issuer makes no entitled to all the benefits and security of the Indenture.
6.2 The execution and delivery of this Purchase Contract by the Issuer shall constitute a representation by the Issuer to the Underwriter that the representations and agreements contained in this Section are true as of the date hereof; provided, however, that as to the financial position or business condition of the Borrower and does not represent or warrant as to any of the statements, materials (financial or otherwise), representations, or certifications furnished or to be made and information furnished by the Borrower pursuant to this Purchase Contract, the Issuer is relying solely on such information in connection with making the sale Issuer’s representations and agreements, and as to all matters of law the Issuer is relying on the advice of Bond Counsel; and provided further, that no member, officer, agent or employee of the BondsIssuer shall be individually liable for the breach of any representation, or agreement contained herein.
6.3 It is understood that the representations and covenants of the Issuer contained in this Section 6 and elsewhere in this Purchase Contract shall not create any general obligation or liability of the Issuer, and that any obligation or liability of the Issuer hereunder or under the Issuer Documents is payable solely out of the Trust Estate established under the Indenture. It is further understood and agreed that the Issuer makes no representations, except as set forth in paragraph 5.4(a) above, as to the Official Statement, or as to the correctness, completeness, or accuracy of such statements.
(i) THE ISSUER MAKES NO WARRANTYthe financial condition, EXPRESSresults of operation, OR IMPLIED, WITH RESPECT TO THE PROJECT OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, THE HABITABILITY THEREOF, THE MERCHANTABILITY OR FITNESS THEREOF FOR ANY PARTICULAR PURPOSES, THE DESIGN OR CONDITION THEREOF, THE WORKMANSHIP, QUALITY, OR CAPACITY THEREOF, LATENT DEFECTS THEREIN, THE VALUE THEREOF, FUTURE PERFORMANCE OR THE COMPLIANCE THEREOF WITH ANY REQUIREMENTS OF LAW.
(j) THE ISSUER DOES NOT MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, THAT MONEYS, IF ANY, WHICH WILL BE PAID INTO THE PROJECT FUND OR OTHERWISE MADE AVAILABLE TO THE BORROWER WILL BE SUFFICIENT TO COMPLETE THE PROJECT, AND THE ISSUER SHALL NOT BE LIABLE TO THE BORROWER, THE BONDHOLDER REPRESENTATIVE, THE HOLDERS OR ANY OTHER PERSON IF FOR ANY REASON THE PROJECT IS NOT COMPLETED.business or prospects of the Borrower or the Project,
Appears in 1 contract
Sources: Bond Purchase Agreement