Due Organization, Existence and Authority. Borrower and each Borrower-Related Party that is an entity (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has full power and authority to own its properties, carry on its business as presently conducted and as proposed to be conducted, and to enter into and perform its obligations under this Agreement and the other Loan Documents to which it is a party.
Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the “State”), and has, and at the Closing Date will have, full legal right, power and authority:
i. to enter into and perform its duties and obligations under:
(1) this Agreement;
(2) the Indenture;
(3) the Development Agreement (Manor Heights) effective November 7, 2018, as amended by the First Amendment to the Development Agreement (Manor Heights) effective November 6, 2019, the Second Amendment to the Development Agreement (Manor Heights) effective October 21, 2020, the Third Amendment to Development Agreement (Manor Heights) effective June 15, 2022, and the Fourth Amendment to Development Agreement (Manor Heights) effective October 2, 2023 (collectively and as amended, the “Development Agreement”), executed and delivered by the City, Sky Village Xxxxxx Estates, LLC, a Texas limited liability company (“Sky Village Xxxxxx”), and RHOF, LLC, a Texas limited liability company (“RHOF”), as assigned to Forestar (USA) Real Estate Group, Inc., a Delaware corporation (the “Developer”);
(4) the Manor Heights Public Improvement District Financing and Reimbursement Agreement (the “Financing and Reimbursement Agreement”) dated April 21, 2021, executed and delivered by the City and Developer, and as consented to by RHOF and Continental Homes of Texas, L.P., a Texas limited partnership (“Continental Homes”);
(5) the Manor Heights Public Improvement District Reimbursement Agreement (Improvement Area #4), effective as of October 18, 2023 (the “IA#4 Reimbursement Agreement”), executed and delivered by the City and Developer;
(6) Ordinance No. 536 enacted by the City on December 5, 2018 (the “TIRZ Ordinance”) designating the land within the District as a Tax Increment Reinvestment Zone Number One, City of Manor, Texas (the “TIRZ”);
(7) Tax Increment and Reinvestment Zone No. 1, City of Manor, Texas Project and Finance Plan (the “TIRZ Project and Finance Plan”);
(8) the Landowner Agreement (Manor Heights Public Improvement District) dated as of May 5, 2021, executed and delivered by the City, Developer, RHOF and Continental Homes (the “Landowner Agreement”); and
(9) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of [May 1], 2024 (the “Continuing Disclosure Agreement of Issuer”), executed and delivered by the City, P3Works, LLC (the “Administrator”), and UMB Bank, N.A., as Dissemination Agent.
ii. to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and
iii....
Due Organization, Existence and Authority. The City is a political subdivision of the State of Texas (the “State”), and has, and at the Closing Date will have, full legal right, power and authority:
(i) to enter into:
(1) this Agreement;
(2) the Indenture; DRAFT
(3) the Whisper Valley and Indian Hills Annexation and Development Agreement, effective as of June 18, 2009, executed and delivered by Club Deal 120 Whisper Valley, Limited Partnership, a Delaware limited partnership (“the Developer”), Club Deal 116 Indian Hills TX, Limited Partnership, a Delaware limited partnership and the City (the “Development Agreement”);
(4) the Whisper Valley Public Improvement District Financing Agreement, dated as of November 1, 2011, executed and delivered by the City and the Developer, as amended by that certain First Amendment dated , 2019 (as amended, the “Financing Agreement”); and
(5) the Continuing Disclosure Agreement of the Issuer with respect to the Bonds, dated as of , 2019, executed and delivered by the City and U.S. Bank National Association, as Dissemination Agent (the “Continuing Disclosure Agreement of Issuer”);
(ii) to issue, sell, and deliver the Bonds to the Underwriter as provided herein; and
(iii) to carry out and consummate the transactions on its part described in (1) the Authorizing Documents, (2) this Agreement, (3) the Development Agreement, (4) the Financing Agreement, (5) the Continuing Disclosure Agreement of Issuer, (6) the Limited Offering Memorandum, and (7) any other documents and certificates described in any of the foregoing (the documents described by subclauses (1) through (7) being referred to collectively herein as the “City Documents”).
Due Organization, Existence and Authority. Borrower (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has full power and authority to own its properties, carry on its business as presently conducted and as proposed to be conducted, and to enter into and perform its obligations under this Agreement and the other Loan Documents to which it is a party.
Due Organization, Existence and Authority. Borrower and each Borrower-Related Party that is an entity (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has full power and authority to own its properties, carry on its business as presently conducted and as proposed to be conducted, and to enter into and perform its obligations under this Agreement and the other Loan Documents to which it is a party. Loan Agreement – Rosehill Reserve Xxxxxx County, Texas 17
Due Organization, Existence and Authority. The Issuer is an “enterprise” within the meaning of Article X, Section 20 of the Colorado Constitution, with full right, power and authority to execute, deliver and perform its obligations under this Purchase Agreement, the Bond Ordinance and the Continuing Disclosure Undertaking, dated [Closing Date], 2024 executed by the Issuer (the “Continuing Disclosure Undertaking” and, collectively with the Purchase Agreement and the Bond Ordinance, the “Issuer Documents”) and to carry out and consummate the transactions contemplated by the Issuer Documents and the Official Statement.
Due Organization, Existence and Authority. The Authority is a joint powers authority duly organized and existing under the laws of the State of California, with full right, power and authority to execute, deliver and perform its obligations under this Purchase Agreement, the Indenture, the Escrow Agent, the Continuing Disclosure Certificate and the Local Obligations Purchase Contract (together, the “Authority Documents”) and to carry out and consummate the transactions contemplated by the Authority Documents and the Official Statement.
Due Organization, Existence and Authority. Hydraspin (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has full power and authority to own its properties, carry on its business as presently conducted and as proposed to be conducted, and to enter into and perform its obligations under this Agreement.
Due Organization, Existence and Authority. Distributor (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has full power and authority to own its properties, carry on its business as presently conducted and as proposed to be conducted, and to enter into and perform its obligations under this Agreement.
Due Organization, Existence and Authority. The Agency is a public entity validly existing under the laws of the State of California (the “State”) with full right, power and authority to adopt the Resolution of Issuance and the Agency resolution approving the form of the Preliminary Official Statement, adopted on , 2015 (the “POS Resolution,” and with the Resolution of Issuance, the “Agency Resolutions”), to issue the Bonds and to execute, deliver and perform its obligations under the Bonds, this Purchase Agreement, the Indenture, the three Irrevocable Refunding Instructions dated the Closing Date and given by the Agency to Xxxxx Fargo Bank, National Association, as escrow bank with respect to the 2006 Coliseum Bonds, the 2006 Central City Bonds and the 2006 Broadway Bonds (the “Xxxxx Escrow Instructions”), the two Irrevocable Refunding Instructions dated the Closing Date and given by the Agency to The Bank of New York Mellon Trust Company, N.A., as escrow bank with respect to the 2006A Housing Bonds and the 2006A-T Housing Bonds (the “BNY Escrow Instructions,” and with the Xxxxx Escrow Instructions, the “Escrow Instructions”), and the Continuing Disclosure Certificate, dated as of the Closing Date (the “Continuing Disclosure Certificate”) (collectively, the “Agency Documents”) and to carry out and consummate the transactions contemplated by the Agency Documents and the Official Statement.
