GENERAL REPRESENTATIONS AND COVENANTS. Section 2.1. Representations and Covenants of the City 8 Section 2.2. Representations and Covenants of the Trustee 11 Section 2.3. Survival of Representations and Covenants 12 ARTICLE III
GENERAL REPRESENTATIONS AND COVENANTS. Debtor represents, warrants and covenants as follows:
GENERAL REPRESENTATIONS AND COVENANTS. (a) This Agreement is made by the Company with Post in reliance upon Post's representations and covenants made in this Section 4, which by --------- Post's execution of this Agreement, it hereby confirms.
GENERAL REPRESENTATIONS AND COVENANTS. Section 2.1. Representations and Covenants of the City 4 Section 2.2. Representations and Covenants of the Developer 7 Section 2.3. Representations and Covenants of the Trustee 7 Section 2.4. Survival of Representations and Covenants 7 ARTICLE III ARBITRAGE CERTIFICATIONS AND COVENANTS Section 3.1. General 8 Section 3.2. Reasonable Expectations 8 Section 3.3. Authority and Purpose for Bonds 8 Section 3.4. Funds and Accounts 8 Section 3.5. Amount and Use of Bond Proceeds and Other Money 8 Section 3.6. Completion of Financed Facilities 9 Section 3.7. No Over-Issuance 9 Section 3.8. Sinking Funds 9 Section 3.9. Reserve, Replacement and Pledged Funds 10 Section 3.10. Yield 10 Section 3.11. [Reserved] 10 Section 3.12. Miscellaneous Arbitrage Matters 11 Section 3.13. Conclusion 11 ARTICLE IV
GENERAL REPRESENTATIONS AND COVENANTS. Section 2.1. Representations and Covenants of the Issuer 7 Section 2.2. Representations and Covenants of the Institution 9 Section 2.3. Representations and Covenants of the Bond Trustee 13 Section 2.4. Survival of Representations and Covenants 13 ARTICLE III ARBITRAGE CERTIFICATIONS AND COVENANTS Section 3.1. General 13 Section 3.2. Reasonable Expectations 13 Section 3.3. Purposes of the Financing 14 Section 3.4. Funds and Accounts 14 Section 3.5. Amount and Use of Bond Proceeds and Other Money 14 Section 3.6. Multipurpose Issue 14 Section 3.7. No Advance Refunding 15 Section 3.8. No Current Refunding 15 Section 3.9. Project Completion 15 Section 3.10. Loan Agreement/Sinking Funds 15 Section 3.11. Reserve, Replacement and Pledged Funds 15 Section 3.12. Purpose Investment Yield 15 Section 3.13. Offering Prices and Yield on Bonds 16 Section 3.14. Miscellaneous Arbitrage Matters 16 Section 3.15. Conclusion 16 ARTICLE IV POST-ISSUANCE TAX REQUIREMENTS, POLICIES AND PROCEDURES Section 4.1. General 16 Section 4.2. Record Keeping, Use of Bond Proceeds and Use of Financed Facilities 17 Section 4.3. Temporary Periods/Yield Restriction 18 Section 4.4. Fair Market Value 18 Section 4.5. Exemption of Certain Gross Proceeds from the Rebate Requirement 21 Section 4.6. Computation and Payment of Arbitrage Rebate 23 Section 4.7. Successor Rebate Analyst 23 Section 4.8. Filing Requirements 24 Section 4.9. Survival after Defeasance 24 Section 4.10. Tax Audits 24
GENERAL REPRESENTATIONS AND COVENANTS. Section 2.1. Representations and Covenants of the County 9 Section 2.2. Representations and Covenants of the Corporation 11 Section 2.3. Representations and Covenants of the Bond Trustee 14 Section 2.4. Survival of Representations and Covenants 15 ARTICLE III ARBITRAGE CERTIFICATIONS AND COVENANTS Section 3.1. General 15 Section 3.2. Reasonable Expectations 15 Section 3.3. Purposes of the Financing 15 Section 3.4. Funds and Accounts 15 Section 3.5. Amount and Use of Bond Proceeds and Other Money 16 Section 3.6. Multipurpose Issue 17 Section 3.7. No Advance Refunding 17 Section 3.8. Current Refunding 17 Section 3.9. Project Completion 17 Section 3.10. Loan Agreement/Sinking Funds 17 Section 3.11. Reserve, Replacement and Pledged Funds 17 Section 3.12. Purpose Investment Yield 18 Section 3.13. Issue Prices and Yield on Bonds 18 Section 3.14. Miscellaneous Arbitrage Matters 18 Section 3.15. Conclusion 18 ARTICLE IV POST-ISSUANCE TAX REQUIREMENTS, POLICIES AND PROCEDURES Section 4.1. General 18 Section 4.2. Record Keeping, Use of Bond Proceeds and Use of Financed Facilities 19 Section 4.3. Temporary Periods/Yield Restriction 20 Section 4.4. Fair Market Value 21 Section 4.5. Exemption of Certain Gross Proceeds from the Rebate Requirement 23 Section 4.6. Computation and Payment of Arbitrage Rebate 24 Section 4.7. Successor Rebate Analyst 25 Section 4.8. Filing Requirements 25 Section 4.9. Survival after Defeasance 25 Section 4.10. Tax Audits 25 ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1. Term of Tax Agreement 26 Section 5.2. Amendments 26 Section 5.3. Opinion of Bond Counsel 26 Section 5.4. Reliance 26 Section 5.5. Severability 26 Section 5.6. Benefit of Agreement 26 Section 5.7. Default, Breach and Enforcement 27 Section 5.8. Execution in Counterparts 27 Section 5.9. Governing Law 27 Section 5.10. Electronic Transactions 27 Signatures .......................................................................................................................S-1 Exhibit A - Certificates of Approval Exhibit B – Draft IRS Form 8038 Attachment to Form 8038 Exhibit C - 501(c)(3) Determination Letters Exhibit D - Description of Property Comprising the Financed Facility Exhibit E - Sample Annual Compliance Checklist Exhibit F - Debt Service Schedule and Proof of Bond Yield Schedule 2.2(d)(3) - List of Management Agreements * * * TAX COMPLIANCE AGREEMENT THIS TAX COMPLIANCE AGREEMENT (the “Tax Agreement”), entered into as of December 1, 2020, among THE COUNTY OF LANCASTE...
GENERAL REPRESENTATIONS AND COVENANTS. (1) This Agreement is made by the Company with such Holder in reliance upon such Holder's representations and covenants made in this Section 3.2, which by such Holder's execution of this Agreement, it hereby confirms; and (2) Each Holder is aware that the sale provided for in this Agreement and the issuance of the Exchange Common Stock hereunder is exempt pursuant to Section 3(a)(9) of the Securities Act, and that the Company's reliance on such exemption is predicated on such Holder's representations set forth herein.
GENERAL REPRESENTATIONS AND COVENANTS. (i) Tenant is a Kansas corporation, duly organized and existing under the laws of said State, and is duly authorized and qualified to do business in the State of Kansas, with lawful power and authority to enter into this Lease, acting by and through its duly authorized officers.
GENERAL REPRESENTATIONS AND COVENANTS. 1. Subject to the acceptance of this subscription by Xxxxx Xxxxxxxx (the “Managing Member”), on behalf of the Company, the Subscriber, either directly or through its undersigned nominee, hereby subscribes for and agrees to purchase an Interest for the total subscription amount indicated on Exhibit A annexed hereto.
GENERAL REPRESENTATIONS AND COVENANTS. 1. Subject to the acceptance of this subscription by the Company, the individual or entity that will be the beneficial owner of the Class A Units (the “Subscriber”), either directly or through its undersigned nominee, hereby irrevocably subscribes for and agrees to purchase such number of Class A Units for the total subscription amount indicated on Exhibit A annexed hereto.
