Common use of Issuer’s Representations, Warranties and Agreements Clause in Contracts

Issuer’s Representations, Warranties and Agreements. By the Issuer's execution, delivery and acceptance hereof the Issuer hereby represents and warrants to, and agrees with, the Underwriter that: (a) The Issuer is a body corporate and politic of the State of Georgia. By virtue of the authority of the Constitution and laws of the State of Georgia (the "State"), and particularly the Development Authorities Law, Ga. Laws 1969, p. 137 et seq. (O.C.G.A. 36-62-1 et seg.), as amended the "Act"), the Issuer is authorized to issue the Bonds to finance the Facilities, as defined in a loan agreement dated as of March 1, 1985 (the "Agreement") between the Issuer and Radiation Sterilizers, Incorporated, a California corporation (the "Company"), and to pledge the payments to be received pursuant to the Agreement as security for the payment of the principal of and premium, if any, and interest on the Bonds. (b) The Issuer has complied with all provisions of the Constitution and laws of the State, including the Act, and has full power and authority to consummate all transactions contemplated by this Bond Purchase Agreement, the Indenture or the Agreement. (c) The information describing the Issuer in the Offering Statement of even date herewith (the "Offering Statement") to be used in connection with the offering and sale of the Bonds by the Underwriter under the caption "THE ISSUER" as of the Closing Date, as hereinafter defined, is true and does not contain any untrue statement of a material fact. (d) The Issuer has duly authorized all necessary action for: (1) the issuance and sale of the Bonds upon the terms set forth herein; (2) the execution and delivery of the Indenture providing for the issuance of and security for the Bonds (including the pledge by the Issuer of the payments to be received pursuant to the Agreement sufficient to pay the principal of and premium, if any, and interest on the Bonds); (3) appointing the Trustee as Trustee, Paying Agent and Bond Registrar under the Indenture; (4) the use of the Offering Statement by the Underwriter in connection with the offer and sale of the Bonds (provided, however, that the Issuer neither has nor will assume any responsibility for the accuracy or completeness of the information contained in the Offering Statement or in the Appendices attached thereto, except such information as relates to the Issuer under the caption "THE ISSUER"); (5) the financing of the Facilities; (6) the execution, delivery, receipt and due performance of this Bond Purchase Agreement, the Bonds, the Indenture, the Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transactions contemplated hereby or by the Indenture or the Agreement; and (7) the carrying out, giving effect to and consummation of the transactions contemplated hereby or by the Indenture or the Agreement. (e) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the Issuer; threatened against or affecting the Issuer, or any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated hereby or by the Indenture or the Agreement or the validity of the Bonds, the Indenture, the Agreement, this Bond Purchase Agreement or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Indenture or the Agreement. (f) The Issuer's authorization of the use of the Offering Statement, and the execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture, the Agreement and the other agreements contemplated hereby or by the Indenture or the Agreement will not contravene any law governing the Issuer and will not conflict with any provision of the Act. (g) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.

Issuer’s Representations, Warranties and Agreements. By the Issuer's execution, delivery and acceptance hereof the Issuer hereby represents and warrants to, and agrees with, the Underwriter that: (a) The Issuer is a body corporate county and politic a political subdivision in and of the State of GeorgiaOhio. By By, virtue of the authority of the Constitution and laws of the State of Georgia Ohio (the "State"), and particularly Article VIII, Section 13 of the Development Authorities Law, Ga. Laws 1969, p. 137 et seq. Constitution and Chapter 165 of the Ohio Revised Code (O.C.G.A. 36-62-1 et seg.), as amended the "Act"), the Issuer is authorized to issue the Bonds to finance the Facilities, as project (the "Project") defined in a loan agreement dated as of March December 1, 1985 1984 (the "Agreement") between the Issuer and Radiation Sterilizers, Incorporated, a California corporation (the "Company"), and to pledge the payments to be received pursuant to the Agreement as security for the payment of the principal of and premium, if any, and interest on the Bonds.. 2 (b) The Issuer has complied with all provisions of the Constitution and laws of the State, including the Act, and has full power and authority to consummate all transactions contemplated by this Bond Purchase Agreement, the Indenture or the Agreement. (c) The information describing the Issuer in the Offering Official Statement of even date herewith (the "Offering Official Statement") to be used in connection with the offering and sale of the Bonds by the Underwriter under the caption "THE ISSUER" as of the Closing Date, as hereinafter defined, is true and does not contain any untrue statement of a material fact. (d) The Issuer has duly authorized all necessary action for: (1) the issuance and sale of the Bonds upon the terms set forth herein; (2) the execution and delivery of the Indenture providing for the issuance of and security for the Bonds (including the pledge by the Issuer of the payments to be received pursuant to the Agreement sufficient to pay the principal of and premium, if any, and interest on the Bonds); (3) appointing the Trustee as Trustee, Paying Agent and Bond Registrar under the Indenture; (4) the use of the Offering Official Statement by the Underwriter in connection with the offer and sale of the Bonds (provided, however, that the Issuer neither has nor will assume any responsibility for the accuracy or completeness of the information contained in the Offering Official Statement or in the Appendices attached thereto, except such information as relates to the Issuer under the caption "THE ISSUER"); ; (5) the financing of the FacilitiesProject; (6) the execution, delivery, receipt and due performance of this Bond Purchase Agreement, the Bonds, the Indenture, the Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to and consummate the transactions contemplated hereby or by the Indenture or the Agreement; and (7) the carrying out, giving effect to and consummation of the transactions contemplated hereby or by the Indenture or the Agreement. (e) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the Issuer; , threatened against or affecting the Issuer, or any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated hereby or by the Indenture or the Agreement or the validity of the Bonds, the Indenture, the Agreement, this Bond Purchase Agreement or any agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Indenture or the Agreement.unfavorable (f) The Issuer's authorization of the use of the Offering Official Statement, and the execution and delivery of this Bond Purchase Agreement, the Bonds, the Indenture, the Agreement and the other agreements contemplated hereby or by the Indenture or the Agreement will not contravene any law governing the Issuer and will not conflict with any provision of the Act. (g) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certifications may not be relied upon.