Express Warranties of the Issuer; Exclusion of Other Warranties. The Issuer makes the following representations and warranties as the basis for the undertakings on the part of the Borrower herein contained: (a) The Issuer is a joint exercise of powers agency duly organized and validly existing under the laws of the State of California; (b) Pursuant to a resolution adopted by the governing body of the Issuer, the Issuer has authorized the execution and delivery of the Bonds, the Indenture and the other Bond Documents to which it is a party, and the performance by the Issuer of all of its obligations hereunder and under the other Bond Documents to which it is a party; (c) The Issuer has the power under the Act to execute and deliver the Indenture, the Regulatory Agreement, the Tax Certificate and this Agreement, to enter into the transactions contemplated hereby and thereby including, without limitation, to authorize the issuance, delivery and sale of the Bonds and to carry out its obligations hereunder and thereunder, and by proper action has duly authorized the issuance, delivery and sale of the Bonds, the execution and delivery of the Indenture, the Regulatory Agreement, the Tax Certificate and this Agreement and the performance of all of the covenants and agreements of the Issuer contained in this Agreement, the Indenture, the Regulatory Agreement, the Tax Certificate and all other documents and agreements executed by the Issuer in connection with the issuance of the Bonds; (d) The issuance of the Bonds will further the public purposes of the Act; (e) The Issuer, to the extent within its power or control, will not take or permit, or omit to take or cause to be taken, any action which if taken or omitted, respectively, would adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds; (f) To the best knowledge of the Issuer, there are no actions, suits or proceedings pending before any court of competent jurisdiction or any governmental authority for which the Issuer has received service of process or, to the knowledge of the Issuer, threatened against the Issuer with respect to, or affecting the ability of the Issuer to authorize, the issuance of the Bonds, or involving the validity or enforceability of the Bonds, this Agreement, the Indenture, or any of the Bond Documents, except actions which, if adversely determined, would not materially impair the ability of the Issuer to perform its obligations under this Agreement, or of any of the other Bond Documents; (g) THE ISSUER AND THE ISSUER’S AGENTS MAKE 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 LEGAL REQUIREMENTS; (h) The Issuer and the Issuer’s agents make no representation or warranty 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; and (i) The Borrower recognizes that, because the components of the Project have been and are to be designated and selected by it, THE ISSUER AND THE ISSUER’S AGENTS HAVE NOT MADE AN INSPECTION OF THE PROJECT OR OF ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, AND THE ISSUER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR OTHERWISE, WITH RESPECT TO THE SAME OR THE LOCATION, USE, DESCRIPTION, DESIGN, CAPACITY, OPERATION, MERCHANTABILITY, FITNESS OR SUITABILITY FOR USE FOR ANY PARTICULAR PURPOSE, CONDITION OR DURABILITY THEREOF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY THE BORROWER. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE PROJECT OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER PATENT OR LATENT, THE ISSUER AND THE ISSUER’S AGENTS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES OR REPRESENTATIONS BY THE ISSUER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECT OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT.
Appears in 13 contracts
Samples: Loan Agreement, Loan Agreement, Loan Agreement
Express Warranties of the Issuer; Exclusion of Other Warranties. The Issuer makes the following representations and warranties as the basis for the undertakings on the part of the Borrower herein contained:
(a) The Issuer is a joint exercise of powers agency duly organized and validly existing under the laws of the State of CaliforniaCalifornia duly organized and validly existing under the laws of the State;
(b) Pursuant to a resolution adopted by the governing body of the Issuer, the Issuer has authorized the execution and delivery of the Bonds, the Indenture and the other Bond Documents to which it is a party, and the performance by the Issuer of all of its obligations hereunder and under the other Bond Documents to which it is a party;
(c) The Issuer has the power under the Act to execute and deliver the Indenture, the Regulatory Agreement, the Tax Certificate and this Agreement, to enter into the transactions contemplated hereby and thereby including, without limitation, to authorize the issuance, delivery and sale of the Bonds and to carry out its obligations hereunder and thereunder, and by proper action has duly authorized the issuance, delivery and sale of the Bonds, the execution and delivery of the Indenture, the Regulatory Agreement, the Tax Certificate and this Agreement and the performance of all of the covenants and agreements of the Issuer contained in this Agreement, the Indenture, the Regulatory Agreement, the Tax Certificate and all other documents and agreements executed by the Issuer in connection with the issuance of the Bonds;
(d) The issuance of the Bonds will further the public purposes of the Act;
(e) The Issuer, to the extent within its power or control, will not take or permit, or omit to take or cause to be taken, any action which if taken or omitted, respectively, would adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds;
(f) To the best knowledge of the Issuer, there are no actions, suits or proceedings pending before any court of competent jurisdiction or any governmental authority for which the Issuer has received service of process or, to the knowledge of the Issuer, threatened against the Issuer with respect to, or affecting the ability of the Issuer to authorize, the issuance of the Bonds, or involving the validity or enforceability of the Bonds, this Agreement, the Indenture, or any of the Bond Documents, except actions which, if adversely determined, would not materially impair the ability of the Issuer to perform its obligations under this Agreement, or of any of the other Bond Documents;
(g) THE ISSUER AND THE ISSUER’S AGENTS MAKE 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 LEGAL REQUIREMENTS;
(h) The Issuer and the Issuer’s agents make no representation or warranty 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; and
(i) The Borrower recognizes that, because the components of the Project have been and are to be designated and selected by it, THE ISSUER AND THE ISSUER’S AGENTS HAVE NOT MADE AN INSPECTION OF THE PROJECT OR OF ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, AND THE ISSUER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR OTHERWISE, WITH RESPECT TO THE SAME OR THE LOCATION, USE, DESCRIPTION, DESIGN, CAPACITY, OPERATION, MERCHANTABILITY, FITNESS OR SUITABILITY FOR USE FOR ANY PARTICULAR PURPOSE, CONDITION OR DURABILITY THEREOF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY THE BORROWER. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE PROJECT OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER PATENT OR LATENT, THE ISSUER AND THE ISSUER’S AGENTS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES OR REPRESENTATIONS BY THE ISSUER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECT OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement
Express Warranties of the Issuer; Exclusion of Other Warranties. The Issuer makes the following representations and warranties as the basis for the undertakings on the part of the Borrower herein contained:
(a) The Issuer is a joint exercise of powers agency duly organized and validly existing under the laws of the State of California;
(b) Pursuant to a resolution adopted by the governing body of the Issuer, the Issuer has authorized the execution and delivery of the Bonds, the Indenture and the other Bond Documents to which it is a party, and the performance by the Issuer of all of its obligations hereunder and under the other Bond Documents to which it is a party;
(c) The Issuer has the power under the Act to execute and deliver the Indenture, the Regulatory Agreement, the Tax Certificate and this Agreement, to enter into the transactions contemplated hereby and thereby including, without limitation, to authorize the issuance, delivery and sale of the Bonds and to carry out its obligations hereunder and thereunder, and by proper action has duly authorized the issuance, delivery and sale of the Bonds, the execution and delivery of the Indenture, the Regulatory Agreement, the Tax Certificate and this Agreement and the performance of all of the covenants and agreements of the Issuer contained in this Agreement, the Indenture, the Regulatory Agreement, the Tax Certificate and all other documents and agreements executed by the Issuer in connection with the issuance of the Bonds;
(d) The issuance of the Bonds will further the public purposes of the Act;
(e) The Issuer, to the extent within its power or control, will not take or permit, or omit to take or cause to be taken, any action which if taken or omitted, respectively, would adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds;
(f) To the best knowledge of the Issuer, there are no actions, suits or proceedings pending before any court of competent jurisdiction or any governmental authority for which the Issuer has received service of process or, to the knowledge of the Issuer, threatened against the Issuer with respect to, or affecting the ability of the Issuer to authorize, the issuance of the Bonds, or involving the validity or enforceability of the Bonds, this Agreement, the Indenture, or any of the Bond Documents, except actions which, if adversely determined, would not materially impair the ability of the Issuer to perform its obligations under this Agreement, or of any of the other Bond Documents;
(g) THE ISSUER AND THE ISSUER’S AGENTS MAKE 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 LEGAL REQUIREMENTS;
(h) The Issuer and the Issuer’s agents make no representation or warranty 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; and
(i) The Borrower recognizes that, because the components of the Project have been and are to be designated and selected by it, THE ISSUER AND THE ISSUER’S AGENTS HAVE NOT MADE AN INSPECTION OF THE PROJECT OR OF ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, AND THE ISSUER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR OTHERWISE, WITH RESPECT TO THE SAME OR THE LOCATION, USE, DESCRIPTION, DESIGN, CAPACITY, OPERATION, MERCHANTABILITY, FITNESS OR SUITABILITY FOR USE FOR ANY PARTICULAR PURPOSE, CONDITION OR DURABILITY THEREOF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY THE BORROWER. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE PROJECT OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER PATENT OR LATENT, THE ISSUER AND THE ISSUER’S AGENTS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES OR REPRESENTATIONS BY THE ISSUER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECT OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT.
Appears in 1 contract
Samples: Loan Agreement
