Settlement Conditions. (a) The Purchaser’s obligations under this Agreement to purchase, to accept delivery of and to pay for the Series 2025 Bonds at the Settlement shall be conditioned, at the option of the Purchaser, to the accuracy in all material respects of the representations and covenants of the Issuer contained herein as of the Settlement Date as if made on the Settlement Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or other document furnished pursuant to the provisions hereof, to the performance by the Issuer, as of the Settlement Date, of its obligations to be performed hereunder, and to delivery to the Purchaser of each of the following at or prior to the Settlement Date: (i) The Series 2025 Bonds, duly authenticated by the Trustee, with terms that are consistent with Exhibit A hereto and the Indenture; (ii) Proof of any additional filing/publication required on or prior to the Settlement Date for the Issuer to issue the Series 2025 Bonds; (iii) Certified copy of the Resolution, which shall have been duly adopted and be in full force and effect as of the Settlement Date and shall not have been amended, modified or supplemented except as may have been agreed to by the Purchaser; (A) An approving opinion of Bond Counsel dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit C-1-1 or otherwise acceptable to the Purchaser, and (B) a supplemental opinion of Bond Counsel dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit C-2-1 or otherwise acceptable to the Purchaser; (v) An opinion of counsel to the Corporation dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit E-2-1 or otherwise acceptable to the Purchaser; (vi) An opinion of counsel to the Issuer dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit D-2-1 or otherwise acceptable to the Purchaser; (vii) A certificate, dated the Settlement Date, signed by an authorized officer of the Corporation, to the effect that: (1) since June 30, 2024, no material and adverse change has occurred in the financial position or results of operation of the Corporation which has not been disclosed on EMMA; (2) since June 30, 2024, the Corporation has not incurred any material liabilities other than in the ordinary course of business which has not been disclosed on EMMA; (3) no litigation or proceeding against the Corporation is pending or, to its knowledge, threatened in any court or administrative body nor is there a basis for litigation that would (A) contest the right of the members or officials of the Corporation to hold and exercise their respective positions, (B) contest the due organization and valid existence of the Corporation, (C) contest the validity, due authorization and execution of the Series 2025 Bonds, this Agreement or the Corporation Documents or (D) attempt to limit, enjoin or otherwise restrict or prevent the Corporation from the collection of revenues under any Corporation Documents; (4) the representations made by the Corporation in this Agreement and in the Authorizing Document are true, correct and complete as of the Settlement Date, provided that, as to the representations contained in this Agreement, references to “the date hereof” shall be deemed to be the Settlement Date; (5) the Corporation has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Settlement Date; and (6) all required notices and actions to be taken to redeem the Refunded Bonds on the Redemption Date have been taken; (viii) The Financing Documents duly executed by the respective parties thereto, in the form approved on the Closing Date, except for any modification approved by the Purchaser; (ix) A certificate, dated the Settlement Date, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the Purchaser, to the effect that (A) the Trustee is a national banking association duly organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and perform its duties under the Financing Documents; and (B) the execution and delivery of the Financing Documents and compliance with the provisions on the Trustee’s part contained therein, will not conflict with or constitute a breach of or default under any law, administrative, regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subject; (x) A verification report relating to the Refunded Bonds, issued by an independent public accounting firm of national reputation, in form satisfactory to the Purchaser and Bond Counsel; (xi) A tax certificate and agreement in form and substance satisfactory to Bond Counsel; (xii) A copy of the completed Form 8038-G of the Internal Revenue Service, executed by the Issuer; (xiii) copy of the most recent public ratings report that includes the Series 2025 Bonds by Moody’s and Fitch; (xiv) Any other certificate or opinion required by the Financing Documents for the issuance thereunder of the Series 2025 Bonds; and (xv) Such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel, the Purchaser or counsel to the Purchaser may reasonably request to evidence compliance by the Issuer with legal requirements, the truth, correctness and completeness, as of the Settlement Date, of the representations contained herein and the due performance or satisfaction by the Issuer and the Corporation at or prior to the Settlement Date of all agreements then to be performed and all conditions then to be satisfied. (b) All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance set forth herein or otherwise acceptable to the Purchaser.
Appears in 1 contract
Sources: Bond Purchase Agreement
Settlement Conditions. (a) The PurchaserBank’s obligations under this Agreement to purchase, to accept delivery of and to pay pay, for Draws on the Series 2025 Bonds Note at the each Settlement Date shall be conditioned, at the option of the Purchaser, to the accuracy in all material respects of the representations and covenants of the Issuer contained herein as of the Settlement Date as if made on the Settlement Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or other document furnished pursuant to the provisions hereof, to conditioned upon the performance by the Issuer, as of the Settlement Date, Issuer of its obligations to be performed hereunder, including, without limitation, the Closing having been completed, and the Issuer having tendered performance of its obligations under this Section 3.3 hereof with respect to delivery to each Settlement, which Settlement shall not be completed unless the Purchaser Bank shall receive at the time of each of Settlement the following at or prior to the Settlement Datefollowing:
(i) The Series 2025 Bonds, duly authenticated A Request for Draw executed by an appropriate official in form satisfactory to the Trustee, with terms that are consistent with Exhibit A hereto and the IndentureBank;
(ii) Proof A certificate, dated each Settlement Date, signed by an appropriate official of any additional filing/publication required on or prior the Issuer in substantially the form of the certificate of the Issuer delivered at the Closing pursuant to the Section 3.2(a)(iii), with such modifications thereto as are necessary to refer to each Settlement Date for and each Settlement (rather than the Issuer Closing Date), and reflect the passage of time from the Closing to issue the Series 2025 Bondseach Settlement;
(iii) Certified copy of the Resolution, which shall have been duly adopted and be in full force and effect as of the Settlement Date and shall not have been amended, modified or supplemented except as may have been agreed to by the Purchaser;
(A) An approving opinion of Bond Counsel Counsel, dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit C-1-1 or otherwise acceptable to the Purchaser, and (B) a supplemental opinion of Bond Counsel dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit C-2-1 or otherwise acceptable to the Purchaser;
(v) An opinion of counsel to the Corporation dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit E-2-1 or otherwise acceptable to the Purchaser;
(vi) An opinion of counsel to the Issuer dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit D-2-1 or otherwise acceptable to the Purchaser;
(vii) A certificate, dated the Settlement Date, signed by an authorized officer of the Corporation, to the effect that: (1) since June 30, 2024, no material and adverse change has occurred in the financial position or results of operation of the Corporation which has not been disclosed on EMMA; (2) since June 30, 2024, the Corporation has not incurred any material liabilities other than in the ordinary course of business which has not been disclosed on EMMA; (3) no litigation or proceeding against the Corporation is pending or, to its knowledge, threatened in any court or administrative body nor is there a basis for litigation that would (A) contest the right of the members or officials of the Corporation to hold and exercise their respective positions, (B) contest the due organization and valid existence of the Corporation, (C) contest the validity, due authorization and execution of the Series 2025 Bonds, this Agreement or the Corporation Documents or (D) attempt to limit, enjoin or otherwise restrict or prevent the Corporation from the collection of revenues under any Corporation Documents; (4) the representations made by the Corporation in this Agreement and in the Authorizing Document are true, correct and complete as of the Settlement Date, provided that, as to the representations contained in this Agreement, references to “the date hereof” shall be deemed to be the Settlement Date; (5) the Corporation has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Settlement Date; and (6) all required notices and actions to be taken to redeem the Refunded Bonds on the Redemption Date have been taken;
(viii) The Financing Documents duly executed by the respective parties thereto, in the form approved on the Closing Date, except for any modification approved by the Purchaser;
(ix) A certificate, dated the Settlement Date, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the PurchaserBank, to the effect that (A) the Trustee Ordinance has been duly adopted and is a national banking association duly organized in full force and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and perform its duties under the Financing Documents; effect and (B) for any Draws bearing interest at the execution and delivery Tax- Exempt LIBOR Rate, the interest on the Draw is excludable from gross income of the Financing Documents and compliance with holder under the provisions on the Trustee’s part contained therein, will not conflict with or constitute a breach of or default under any law, administrative, regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subjectCode;
(xiv) A verification report relating to the Refunded Bonds, issued by an independent public accounting firm of national reputation, in form satisfactory to the Purchaser Any remaining Bank’s Counsel fees and Bond Counselexpenses shall have been paid;
(xi) A tax certificate and agreement in form and substance satisfactory to Bond Counsel;
(xii) A copy of the completed Form 8038-G of the Internal Revenue Service, executed by the Issuer;
(xiii) copy of the most recent public ratings report that includes the Series 2025 Bonds by Moody’s and Fitch;
(xiv) Any other certificate or opinion required by the Financing Documents for the issuance thereunder of the Series 2025 Bonds; and
(xvv) Such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel, the Purchaser or counsel to the Purchaser Bank may reasonably request to evidence compliance by the Issuer with legal requirements, the truth, correctness truth and completenessaccuracy, as of the date hereof and as of each Settlement Date, of the Issuer’s representations and warranties contained herein and the due performance or satisfaction by the Issuer and the Corporation at on or prior to the each Settlement Date of all the agreements then to be performed and all conditions then to be satisfied.satisfied by it;
(bvi) All At least ten (10) days prior to any Settlement Date, copies of reimbursement claims filed by the Issuer with FEMA or any other federal or state agency in an amount to assure the aggregate amount of Draws issued under the Ordinance is equal to 85% or less of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance set forth herein or otherwise acceptable total of claims submitted for reimbursement; and
(vii) With respect to the Purchaserinitial Draw only, the final approving opinion of the Texas Attorney General approving the issuance of the Note and a copy of the registration certificate of the Comptroller of Public Accounts of the State of Texas.
Appears in 1 contract
Settlement Conditions. (a) The Purchaser is entering into this Agreement in reliance upon the representations, warranties and agreements of the Board and the Corporation contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Settlement, and upon the performance of the covenants and agreements herein, as of the date hereof and as of the date of the Settlement. Accordingly, the Purchaser’s obligations obligation under this Agreement to purchase, to accept delivery of and to pay for the Series 2025 Bonds at the Settlement Certificates shall be conditioned, at conditioned upon the option performance of the Purchaser, to the accuracy in all material respects of the representations covenants and covenants of the Issuer contained herein as of the Settlement Date as if made on the Settlement Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or other document furnished pursuant to the provisions hereof, to the performance by the Issuer, as of the Settlement Date, of its obligations agreements to be performed hereunder, hereunder and under such other documents and instruments to delivery to the Purchaser of each of the following be delivered at or prior to the Settlement DateSettlement, and shall also be subject to the following additional conditions:
(ia) The Series 2025 BondsAt the date of execution hereof and at the Settlement, duly authenticated by the Trustee, with terms that are consistent with Exhibit A hereto and the Indenture;
(ii) Proof of any additional filing/publication required on or prior to the Settlement Date for the Issuer to issue the Series 2025 Bonds;
(iii) Certified copy of the Resolution, which Resolution shall have been duly approved and adopted and by the Board, shall be in full force and effect as of the Settlement Date effect, and shall not have been amended, modified or supplemented supplemented, except as may to the extent to which the Purchaser shall have been agreed given its prior written consent.
(b) At the Settlement, there will be no pending or threatened litigation or proceeding of any nature seeking to restrain or enjoin the issuance, sale or delivery of the Certificates, or the collection or application of the Basic Lease Payments to make payments represented by the Purchaser;Certificates or in any way contesting or affecting the validity or enforceability of the Certificates, the Resolution, this Agreement, the Series 2012A Lease, the (i) Series 2003A-1 Ground Lease, dated as of February 1, 2003, each between the Board and the Corporation (herein referred to as the "Series 2012A Ground Lease"), the (ii) Series 2003A Assignment Agreement, dated as of February 1, 2003, each made by the Corporation for the benefit of the Trustee (herein referred to as the "Series 2012A Assignment") or the Trust Agreement, or contesting in any way the proceedings of the Board, the Corporation or the Trustee taken with respect thereto, or contesting in any way the due existence or powers of the Board, the Corporation or the Trustee or the title of any of the members or officials of the Board, the Corporation or the Trustee to their respective offices and the Purchaser will receive the certificates of the Board, the Corporation and the Trustee to the foregoing effect, or opinions of Counsel to the Board, the Corporation and the Trustee that any such litigation is without merit.
(Ac) An approving At the Settlement, the Purchaser shall receive all of the documents required to be delivered to the Trustee by Section 304 of the Master Trust Agreement and, in addition, the following documents, each dated as of the Settlement:
(i) The opinion of Bond Counsel ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A., Special Tax Counsel, dated the Settlement Date and addressed to the PurchaserDate, in substantially the form attached hereto as Exhibit C-1-1 or otherwise acceptable F and a reliance letter addressed to the Purchaser, and .
(Bii) a supplemental An opinion of Bond Counsel dated to the Settlement Date and Board, addressed to the Purchaser, in the Board and the Trustee, substantially the form attached hereto as Exhibit C-2-1 or otherwise acceptable to the Purchaser;
(v) An opinion of counsel to the Corporation dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit E-2-1 or otherwise acceptable to the Purchaser;
(vi) An opinion of counsel to the Issuer dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit D-2-1 or otherwise acceptable to the Purchaser;
(vii) A certificate, dated the Settlement Date, signed by an authorized officer of the Corporation, to the effect that: (1) since June 30, 2024, no material and adverse change has occurred in the financial position or results of operation of the Corporation which has not been disclosed on EMMA; (2) since June 30, 2024, the Corporation has not incurred any material liabilities other than in the ordinary course of business which has not been disclosed on EMMA; (3) no litigation or proceeding against the Corporation is pending or, to its knowledge, threatened in any court or administrative body nor is there a basis for litigation that would (A) contest the right of the members or officials of the Corporation to hold and exercise their respective positions, (B) contest the due organization and valid existence of the Corporation, (C) contest the validity, due authorization and execution of the Series 2025 Bonds, this Agreement or the Corporation Documents or (D) attempt to limit, enjoin or otherwise restrict or prevent the Corporation from the collection of revenues under any Corporation Documents; (4) the representations made by the Corporation in this Agreement and in the Authorizing Document are true, correct and complete as of the Settlement Date, provided that, as to the representations contained in this Agreement, references to “the date hereof” shall be deemed to be the Settlement Date; (5) the Corporation has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Settlement Date; and (6) all required notices and actions to be taken to redeem the Refunded Bonds on the Redemption Date have been taken;
(viii) The Financing Documents duly executed by the respective parties thereto, in the form approved on the Closing Date, except for any modification approved by the Purchaser;
(ix) A certificate, dated the Settlement Date, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the Purchaser, to the effect that (A) the Trustee Board is a national banking association body corporate and politic and the governing body of the District, duly organized and existing under the Constitution and by virtue of the laws of the United States State of AmericaFlorida, having the with full power and being qualified authority to adopt the Resolution and enter into and perform its duties under the Financing Documents; and (B) the execution and delivery of the Financing Documents and compliance with the provisions on the Trustee’s part contained thereinthis Agreement, will not conflict with or constitute a breach of or default under any law, administrative, regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subject;
(x) A verification report relating to the Refunded Bonds, issued by an independent public accounting firm of national reputation, in form satisfactory to the Purchaser and Bond Counsel;
(xi) A tax certificate and agreement in form and substance satisfactory to Bond Counsel;
(xii) A copy of the completed Form 8038-G of the Internal Revenue Service, executed by the Issuer;
(xiii) copy of the most recent public ratings report that includes the Series 2025 Bonds by Moody’s 2012A Lease, the Trust Agreement, and Fitch;
(xiv) Any other certificate or opinion required by the Financing Documents for the issuance thereunder of the Series 2025 Bonds; and
(xv) Such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel, the Purchaser or counsel to the Purchaser may reasonably request to evidence compliance by the Issuer with legal requirements, the truth, correctness and completeness, as of the Settlement Date, of the representations contained herein and the due performance or satisfaction by the Issuer and the Corporation at or prior to the Settlement Date of all agreements then to be performed and all conditions then to be satisfied.
(b) All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance set forth herein or otherwise acceptable to the Purchaser.2012A Ground Lease;
Appears in 1 contract
Sources: Forward Delivery Agreement
Settlement Conditions. (a) The PurchaserTax-Exempt Lender and the Taxable Lender’s obligations under this Agreement to purchase, to accept delivery of and to pay for purchase the Series 2025 Bonds Notes at the each Settlement Date shall be conditioned, at the option of the Purchaser, to the accuracy in all material respects of the representations and covenants of the Issuer contained herein as of the Settlement Date as if made on the Settlement Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or other document furnished pursuant to the provisions hereof, to conditioned upon the performance by the Issuer, as of the Settlement Date, Issuer of its obligations to be performed hereunder, including, without limitation, the Closing having been completed, and the Issuer having tendered performance of its obligations under this Section 3.3 hereof with respect to delivery to each Settlement, which Settlement shall not be completed unless the Purchaser Tax- Exempt Lender and the Taxable Lender shall receive at the time of each of Settlement the following at or prior to the Settlement Datefollowing:
(i) The Series 2025 Bonds, duly authenticated a Request for Draw executed by an appropriate official in form satisfactory to the Trustee, with terms that are consistent with Exhibit A hereto Tax-Exempt Lender for the Tax-Exempt Notes and the IndentureTaxable Lender for the Taxable Notes;
(ii) Proof a certificate, dated each Settlement Date, signed by an appropriate official of any additional filing/publication required on or prior the Issuer in substantially the form of the certificate of the Issuer delivered at the Closing pursuant to the Section 3.2(a)(iii), with such modifications thereto as are necessary to refer to each Settlement Date for and each Settlement (rather than the Issuer Closing Date), and reflect the passage of time from the Closing to issue the Series 2025 Bondseach Settlement;
(iii) Certified copy of the Resolution, which shall have been duly adopted and be in full force and effect as of the Settlement Date and shall not have been amended, modified or supplemented except as may have been agreed to by the Purchaser;
(A) An approving an opinion of Bond Counsel Counsel, dated the Settlement Date and addressed to the Purchaser, in substantially Tax-Exempt Lender and the form attached hereto as Exhibit C-1-1 or otherwise acceptable to the Purchaser, and (B) a supplemental opinion of Bond Counsel dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit C-2-1 or otherwise acceptable to the Purchaser;
(v) An opinion of counsel to the Corporation dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit E-2-1 or otherwise acceptable to the Purchaser;
(vi) An opinion of counsel to the Issuer dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit D-2-1 or otherwise acceptable to the Purchaser;
(vii) A certificate, dated the Settlement Date, signed by an authorized officer of the CorporationTaxable Lender, to the effect that: (1) since June 30, 2024, no material and adverse change has occurred in the financial position or results of operation of the Corporation which has not been disclosed on EMMA; (2) since June 30, 2024, the Corporation has not incurred any material liabilities other than in the ordinary course of business which has not been disclosed on EMMA; (3) no litigation or proceeding against the Corporation is pending or, to its knowledge, threatened in any court or administrative body nor is there a basis for litigation that would (A) contest the right of the members or officials of the Corporation to hold and exercise their respective positions, (B) contest the due organization and valid existence of the Corporation, (C) contest the validity, due authorization and execution of the Series 2025 Bonds, this Agreement or the Corporation Documents or (D) attempt to limit, enjoin or otherwise restrict or prevent the Corporation from the collection of revenues under any Corporation Documents; (4) the representations made by the Corporation in this Agreement and in the Authorizing Document are true, correct and complete as of the Settlement Date, provided that, as to the representations contained in this Agreement, references to “the date hereof” shall be deemed to be the Settlement Date; (5) the Corporation has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Settlement Date; and (6) all required notices and actions to be taken to redeem the Refunded Bonds on the Redemption Date have been taken;
(viii) The Financing Documents duly executed by the respective parties thereto, in the form approved on the Closing Date, except for any modification approved by the Purchaser;
(ix) A certificate, dated the Settlement Date, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the Purchaser, to the effect that (A) the Trustee Ordinance has been duly adopted and is a national banking association duly organized in full force and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and perform its duties under the Financing Documents; effect and (B) for any Notes bearing interest at the execution and delivery Fixed Tax-Exempt Rate or the Variable Tax-Exempt Rate, the interest on the Notes is excludable from gross income of the Financing Documents and compliance with holder under the provisions on the Trustee’s part contained therein, will not conflict with or constitute a breach of or default under any law, administrative, regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subjectCode;
(xiv) A verification report relating to the Refunded Bonds, issued by an independent public accounting firm of national reputation, in form satisfactory to the Purchaser and Bond Counsel;
(xi) A tax certificate and agreement in form and substance satisfactory to Bond Counsel;
(xii) A copy of the completed Form 8038-G of the Internal Revenue Service, executed by the Issuer;
(xiii) copy of the most recent public ratings report that includes the Series 2025 Bonds by Moody’s and Fitch;
(xiv) Any other certificate or opinion required by the Financing Documents for the issuance thereunder of the Series 2025 Bonds; and
(xv) Such such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel, the Purchaser or counsel to Tax-Exempt Lender and the Purchaser Taxable Lender may reasonably request to evidence compliance by the Issuer with legal requirements, the truth, correctness truth and completenessaccuracy, as of the date hereof and as of each Settlement Date, of the Issuer’s representations and warranties contained herein and the due performance or satisfaction by the Issuer and the Corporation at on or prior to the each Settlement Date of all the agreements then to be performed and all conditions then to be satisfied.satisfied by it;
(bv) All with respect to the initial Draw only, the final approving opinion of the opinions, letters, certificates, instruments Texas Attorney General approving the issuance of the Notes and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with a copy of the provisions hereof if, but only if, they are in form and substance set forth herein or otherwise acceptable to registration certificate of the PurchaserComptroller of Public Accounts of the State of Texas.
Appears in 1 contract
Settlement Conditions. (a) The PurchaserBank’s obligations under this Agreement to purchase, to accept delivery of and to pay for the Series 2025 Bonds at the purchase price of a Note on each Settlement Date shall be conditioned, at the option of the Purchaser, to the accuracy in all material respects of the representations and covenants of the Issuer contained herein as of the Settlement Date as if made on the Settlement Date, to the accuracy in all material respects of the statements of the officers and other officials of the Issuer made in any certificate or other document furnished pursuant to the provisions hereof, to conditioned upon the performance by the Issuer, as of the Settlement Date, Issuer of its obligations to be performed hereunder, including, without limitation, the Closing having been completed, and the Issuer having tendered performance of its obligations under this Section 3.3 hereof with respect to delivery to each Settlement, which Settlement shall not be completed unless the Purchaser Bank shall receive at the time of each of Settlement the following at or prior to the Settlement Datefollowing:
(i) The Series 2025 Bonds, duly authenticated A Request for Purchase executed by the Trustee, with terms that are consistent with Exhibit A hereto and the Indenturean Authorized Representative;
(ii) Proof of any additional filing/publication required on or prior to the Settlement Date for the Issuer to issue the Series 2025 Bonds;
(iii) Certified copy of the Resolution, which shall have been duly adopted and be in full force and effect as of the Settlement Date and shall not have been amended, modified or supplemented except as may have been agreed to by the Purchaser;
(A) An approving opinion of Bond Counsel dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit C-1-1 or otherwise acceptable to the Purchaser, and (B) a supplemental opinion of Bond Counsel dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit C-2-1 or otherwise acceptable to the Purchaser;
(v) An opinion of counsel to the Corporation dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit E-2-1 or otherwise acceptable to the Purchaser;
(vi) An opinion of counsel to the Issuer dated the Settlement Date and addressed to the Purchaser, in substantially the form attached hereto as Exhibit D-2-1 or otherwise acceptable to the Purchaser;
(vii) A certificate, dated the each Settlement Date, signed by an authorized officer Authorized Representative in substantially the form of the Corporationcertificate of the Issuer delivered at the Closing pursuant to Section 3.2(a)(iii), with such modifications thereto as are necessary to refer to each Settlement Date and each Settlement (rather than the effect that: (1Closing Date) since June 30, 2024, no material and adverse change has occurred in to cover the financial position or results of operation of the Corporation which has not been disclosed on EMMA; (2) since June 30, 2024, the Corporation has not incurred any material liabilities other than in the ordinary course of business which has not been disclosed on EMMA; (3) no litigation or proceeding against the Corporation is pending or, to its knowledge, threatened in any court or administrative body nor is there a basis for litigation that would (A) contest the right of the members or officials of the Corporation to hold and exercise their respective positions, (B) contest the due organization and valid existence of the Corporation, (C) contest the validity, due authorization and execution of the Series 2025 Bonds, this Agreement or the Corporation Documents or (D) attempt to limit, enjoin or otherwise restrict or prevent the Corporation reporting period from the collection of revenues under any Corporation Documents; (4) the representations made by the Corporation in this Agreement and in the Authorizing Document are true, correct and complete as of the Settlement Date, provided that, as to the representations contained in this Agreement, references to “the date hereof” shall be deemed to be the Settlement Date; (5) the Corporation System’s most recently completed Fiscal Year for which it has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Settlement Date; and (6) all required notices and actions to be taken to redeem the Refunded Bonds on the Redemption Date have been takendelivered audited financial statements;
(viii) The Financing Documents duly executed by the respective parties thereto, in the form approved on the Closing Date, except for any modification approved by the Purchaser;
(ix) A certificate, dated the Settlement Date, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the Purchaser, to the effect that (A) the Trustee is a national banking association duly organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and perform its duties under the Financing Documents; and (B) the execution and delivery of the Financing Documents and compliance with the provisions on the Trustee’s part contained therein, will not conflict with or constitute a breach of or default under any law, administrative, regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subject;
(x) A verification report relating to the Refunded Bonds, issued by an independent public accounting firm of national reputation, in form satisfactory to the Purchaser and Bond Counsel;
(xi) A tax certificate and agreement in form and substance satisfactory to Bond Counsel;
(xii) A copy of the completed Form 8038-G of the Internal Revenue Service, executed by the Issuer;
(xiii) copy of the most recent public ratings report that includes the Series 2025 Bonds by Moody’s and Fitch;
(xiv) Any other certificate or opinion required by the Financing Documents for the issuance thereunder of the Series 2025 Bonds; and
(xviii) Such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel, the Purchaser or counsel to the Purchaser Bank may reasonably request to evidence compliance by the Issuer with legal requirements, the truth, correctness truth and completenessaccuracy, as of the date hereof and as of each Settlement Date, of the Issuer’s representations and warranties contained herein and the due performance or satisfaction by the Issuer and the Corporation at on or prior to the each Settlement Date of all the agreements then to be performed and all conditions then to be satisfied.satisfied by it;
(biv) All Evidence satisfactory to the Bank that all conditions set forth in Section 3.1 hereof have been satisfied; and
(v) An opinion of Bond Counsel, addressed to the Bank, that (A) the Notes, when authenticated and delivered to and paid for by the Bank in accordance with this Agreement, will be valid and legally binding special obligations of the opinionsIssuer, lettersand (B) in the case of the issuance of any the Notes, certificates, instruments that interest on such Notes is excludable from gross income of the owners thereof for federal income tax purposes under existing law and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance set forth herein or otherwise acceptable is not subject to the Purchaseralternate minimum tax.
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Sources: Note Purchase Agreement