Issuer's Representations. The Issuer represents to and agrees with the Underwriter that: (a) The Issuer is duly organized and validly existing, with full legal right, power and authority to cause the sale, execution and delivery of the Obligations to the Underwriter pursuant to the Resolution and the Trust Agreement, to pledge the Excise Tax Revenues and the State Shared Revenues pursuant to the Purchase Agreement and to execute, deliver and perform its obligations, as the case may be, under this Obligation Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Undertaking (collectively, the “Issuer Documents”), and the Obligations, and to perform and consummate all obligations and transactions required or contemplated by each of the Issuer Documents and the Official Statement. (b) The Resolution approving and authorizing the execution and delivery by the Issuer of the Issuer Documents and the offering, sale, execution and delivery of the Obligations upon the terms set forth herein and in the Official Statement, was duly adopted at a meeting of the [Mayor and Council/Board of Supervisors] of the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed. (c) The Issuer Documents and the Obligations conform to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement, and the Obligations, when duly executed and authenticated in accordance with the Trust Agreement and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Purchase Agreement and the Trust Agreement and secured by a legally valid and binding pledge and lien on, and payable from, the Excise Tax Revenues and the State Shared Revenues as described in the Purchase Agreement, subject to applicable Creditors’ Rights Laws (as defined herein). (d) The Issuer has executed and delivered or will execute and deliver on or before the Closing Date, each of the Issuer Documents. Each of the Issuer Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except as the enforceability of thereof may be limited by application of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect and from the application of general principles of equity and from public policy limitations on the exercise of any rights to indemnification and contribution (collectively, “Creditors’ Rights Laws”). Each of the Issuer Documents has been executed and delivered or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect. (e) The Issuer is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Resolution, the sale and execution and delivery of the Obligations and the execution and delivery of the Issuer Documents and compliance with and performance of the Issuer’s obligations therein and herein will not in any material respect conflict with, violate or result in a breach of or constitute a default under, any such constitutional provision, law, administrative regulation or any Material Judgment or Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer (except as described in or contemplated by the Issuer Documents and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is otherwise subject (including, without limitation, the Resolution and the Issuer Documents).
Appears in 1 contract
Samples: Obligation Purchase Agreement
Issuer's Representations. The Issuer represents to makes the following representations and agrees with the Underwriter thatwarranties, all of which shall survive Closing:
(a) The information with respect to the Issuer contained in the Preliminary Official Statement and in the Final Official Statement is, and, as such information may be amended or supplemented as of the Closing Date will be, true and correct in all material respects, and such information does not, and as it may be amended or supplemented as of the Closing Date will not, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements in the Preliminary Official Statement and the Official Statement relating to the Issuer, in the light of the circumstances under which they were made, not misleading. The copies of the Final Official Statement delivered to the Underwriter on the date hereof have been duly signed and delivered by the Issuer.
(b) The Issuer is a duly organized constituted and validly existingexisting governmental agency and body politic and corporate of the State of Texas, with full legal right, power and authority to cause the sale, execution under and delivery of the Obligations to the Underwriter pursuant to Chapters 30 and 383, Texas Water Code (the Resolution and the Trust Agreement"Enabling Legislation"), to pledge the Excise Tax Revenues execute and the State Shared Revenues pursuant to the Purchase Agreement and to execute, deliver and perform its obligations, as the case may be, under this Obligation Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Undertaking (collectively, the “Issuer Documents”), Installment Agreement and the ObligationsIndenture, to sign and deliver the Official Statement, to perform carry out and consummate all obligations and the transactions required or contemplated by each of the Issuer Documents foregoing and the Official Statement.
(b) The Resolution approving and authorizing the execution and delivery by the Issuer of the Issuer Documents and the offering, sale, execution and delivery of the Obligations upon the terms set forth herein and in the Official Statement, was duly adopted at a meeting of the [Mayor and Council/Board of Supervisors] of the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughoutother agreements relating thereto, and is in full force to issue, sell and effect deliver the Refunding Bonds for the purpose of refunding all or any part of outstanding Series 1977 Bonds and has not been amended or repealedSeries 1974A Bonds.
(c) The Issuer Documents has full legal right, power and authority and has taken all necessary action and has complied with all applicable provisions of law required (i) to adopt the Resolution, (ii) to execute and deliver this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Obligations conform Indenture, (iii) to issue and sell the Refunding Bonds to the descriptions thereof contained in Underwriter pursuant hereto and to the Preliminary Official Statement Indenture and the Official Statement(iv) to carry out and consummate all other transactions contemplated by each of such documents, and the Obligations, when duly executed and authenticated Issuer has complied with all applicable provisions of law in accordance with the Trust Agreement and delivered all matters relating to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Purchase Agreement and the Trust Agreement and secured by a legally valid and binding pledge and lien on, and payable from, the Excise Tax Revenues and the State Shared Revenues as described in the Purchase Agreement, subject to applicable Creditors’ Rights Laws (as defined herein)such transactions.
(d) The Issuer has duly authorized (i) the delivery and due performance of the Resolution and the execution, delivery and due performance of this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Indenture, including, without limitation, the issuance and sale of the Refunding Bonds to the Underwriter, (ii) the execution and delivery of the Official Statement by the Issuer and the distribution of the Preliminary Official Statement and the Official Statement and (iii) the taking of any and all such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by each of the foregoing. None of the proceedings or actions taken by the Issuer with respect to any of the Refunding Bonds, the Indenture, the Installment Agreement, the Preliminary Official Statement, the Official Statement or this Purchase Agreement have been repealed, rescinded or revoked. The Official Statement is deemed final by the Issuer for purposes of Rule 15c2-12 ("Rule 15c2-12") under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(e) 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.
(f) The Resolution has been duly adopted by the Issuer, is in full force and effect and constitutes the legal, valid and binding act of the Issuer. This Purchase Agreement has been duly executed and delivered or will execute and deliver on or before the Closing Date, each of by the Issuer Documents. Each of and constitutes the Issuer Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except subject, as the enforceability of thereof may be limited by application of to enforcement, to bankruptcy, insolvency, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally from time and to time in the effect and from the application of general principles of equity and from public policy limitations on the exercise (regardless of any rights to indemnification and contribution (collectively, “Creditors’ Rights Laws”whether enforceability is considered in a proceeding in equity or at law). Each The Installment Agreement and the Indenture each will be duly executed by the Issuer and, when delivered, each will constitute the legal, valid and binding obligation of the Issuer Documents has enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally and to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(g) When delivered to and paid for by the Underwriter at Closing in accordance with the provisions of this Purchase Agreement, the Refunding Bonds initially delivered will have been executed duly approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas, and the Refunding Bonds will be duly authorized, executed, issued and delivered or and will constitute legal, valid, binding and enforceable special obligations of the Issuer in accordance with their terms and in conformity with the Enabling Legislation and will be executed entitled to the benefit and delivered security of the Installment Agreement, the Resolution and the Indenture.
(h) No approval, permit, consent or authorization of any governmental or public agency, authority or person not already obtained (other than the approval of the Attorney General of the State of Texas with respect to the Refunding Bonds, the registration of the Refunding Bonds by the Comptroller of Public Accounts of the State of Texas and the order of the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), authorizing the Company's obligations with respect to the Refunding Bonds and the Installment Agreement, which approvals and orders shall be obtained on or before prior to the Closing Date, by each the receipt of which are expressly made a condition to the Issuer's, the Underwriter's and the Company's respective signatory obligations to issue, purchase and sell the Refunding Bonds hereunder and under the Letter of Representation; and other than any approvals that might be required under the Blue Sky or securities laws of any jurisdiction) is currently required in full force connection with the issuance and effect or, as sale of the Closing DateRefunding Bonds, will be in full force the adoption of the Resolution or the execution and effectdelivery by the Issuer of the Refunding Bonds, the Installment Agreement, the Indenture or this Purchase Agreement or the performance of its obligations under any of such instruments.
(ei) The Issuer is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Resolution, the issuance and sale and execution and delivery of the Obligations and Refunding Bonds, the acceptance of the Letter of Representation, the execution and delivery by the Issuer of this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Indenture, the execution and delivery by the Issuer of the Issuer Documents Official Statement and compliance with the provisions hereof and performance of the Issuer’s obligations therein and herein thereof, will not in any material respect conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which with notice or passage of time, or both, would constitute a default) on the part of the Issuer under, any such constitutional provisionindenture, commitment, agreement or other instrument to which the Issuer is a party or by which it is bound, or under any provision of the Texas Constitution or any existing law, administrative regulation rule, regulation, judgment, ordinance, order or decree to which the Issuer (or any Material Judgment of its directors or Agreementofficers in their respective capacities as such) is subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property property, assets or assets revenues of the Issuer (Issuer, except as described provided in or contemplated by the Refunding Bonds and the Indenture.
(j) The Issuer is solvent and since its creation, the Issuer Documents and has not been in default in the Official Statement) payment of principal of, premium, if any, or under the terms of any such lawinterest on, administrative regulation or Material Judgment or Agreement. As used hereinotherwise been in default with respect to, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property bonds, notes or assets is otherwise subject other securities or any legally authorized obligation issued or guaranteed by it; and no bankruptcy or insolvency proceedings have been taken by or against the Issuer.
(includingk) Payments under the Installment Agreement, without limitationthe Indenture, the Resolution and the Refunding Bonds, and the interest on the Refunding Bonds, are not subject to taxation in the State of Texas. No legislation, ordinance, rule or regulation has been enacted by, or is currently pending before, any governmental body, department or agency of the State of Texas, nor has any decision been rendered by any court of competent jurisdiction of the State of Texas, which would adversely affect the exemption from all taxation in the State of Texas of (i) any payments under the Installment Agreement, the Indenture, the Resolution or the Refunding Bonds and the interest on the Refunding Bonds or (ii) all bonds and obligations of the general character of the Refunding Bonds. There are no stamp, documentary, transfer or like taxes in the State of Texas which would be applicable to the original issuance or subsequent transfers of the Refunding Bonds.
(l) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, governmental agency or body or arbitrator, pending or, to the best of the knowledge of the Issuer, threatened (nor to the best of the knowledge of the Issuer Documentsis there any basis therefor), which in any way questions the validity of the Enabling Legislation, the powers of the Issuer referred to in paragraphs (b) and (c) of this Section 3 above, or the validity of any proceedings taken by the Issuer in connection with the issuance and sale of the Refunding Bonds, or wherein an unfavorable decision, ruling or finding might adversely affect the transactions contemplated hereby or by the Installment Agreement, the Indenture or the Official Statement or which, in any way, might adversely affect the validity or enforceability of the Refunding Bonds, the Resolution, the Installment Agreement, the Indenture or this Purchase Agreement (or of any other instrument required or contemplated for use in consummating the transactions contemplated thereby or hereby) or the exclusion from gross income for federal income tax purposes of interest on the Refunding Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement (Central Power & Light Co /Tx/)
Issuer's Representations. The Warranties and Covenants -------------------------------------------------- Issuer hereby represents to and warrants to, and agrees with the Underwriter thatwith, Xxxxxx as follows:
(a) The Issuer is duly organized a corporation, legally incorporated, validly existing and validly existingin good standing under the laws of the State of Maryland, with full legal right, all requisite power and authority to cause the sale, execution and delivery of the Obligations to the Underwriter pursuant to the Resolution and the Trust Agreement, to pledge the Excise Tax Revenues and the State Shared Revenues pursuant to the Purchase enter into this Agreement and to execute, deliver and perform carry out its obligations, as the case may be, under this Obligation Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Undertaking (collectively, the “Issuer Documents”), and the Obligations, and to perform and consummate all obligations and transactions required or contemplated by each of the Issuer Documents and the Official Statementhereunder.
(b) The Resolution approving and authorizing the execution and delivery by the Issuer of the Issuer Documents and the offering, sale, execution and delivery of the Obligations upon the terms set forth herein and in the Official Statement, was Common Stock is duly adopted at a meeting of the [Mayor and Council/Board of Supervisors] of the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughoutauthorized, and is upon sale in full force accordance with the Prospectus, will be validly issued, fully paid and effect and has not been amended or repealednon-assessable.
(c) The Issuer Documents offer and sale of the Obligations conform to Common Stock will be registered or exempt from securities registration under the descriptions thereof contained in the Preliminary Official Statement and the Official Statementlaws of each State, and Issuer will take all action necessary to register the Obligations, when duly executed and authenticated Common Stock or insure the availability of an exemption in accordance with the Trust Agreement and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Purchase Agreement and the Trust Agreement and secured by a legally valid and binding pledge and lien on, and payable from, the Excise Tax Revenues and the State Shared Revenues as described in the Purchase Agreement, subject to applicable Creditors’ Rights Laws (as defined herein)all such States.
(d) The Issuer will circulate the Prospectus only in such of the States in which the offer and sale of the Common Stock has been registered or is exempt from securities registration.
(e) Issuer will deliver to all offerees and their representatives, or if required, to Xxxxxx for delivery by Xxxxxx to offerees identified by Issuer and their representatives, copies of the Issuer's Prospectus and any additional information, documents and instruments which Issuer with consent of Koonce deems necessary to comply with federal and state securities laws, rules, regulations and judicial and administrative interpretations relating to the Offering. Issuer has provided Xxxxxx for review all materials to be delivered to offerees and their representatives, and will provide to Xxxxxx any additional or supplemental materials to be so delivered to offerees in the States. Such materials shall disclose the limited nature of the services provided by Xxxxxx.
(f) The Registration Statement and Prospectus, and any other offering documents provided to Xxxxxx by Issuer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.
(g) Issuer will take all action necessary so that any subscribers' checks it may receive are transmitted to the Escrow Agent by noon of the next business day following receipt, and shall notify Xxxxxx of any and all amounts so transmitted.
(h) Issuer will promptly notify Xxxxxx of any subscriptions from persons residing in the States which it rejects for any reason.
(i) Issuer will not authorize the release of funds relating to subscriptions in the States unless and until Xxxxxx shall have authorized such release as contemplated hereby.
(j) This Agreement has been duly and validly authorized, executed and delivered or will execute by Issuer and deliver on or before is the Closing Date, each of the Issuer Documents. Each of the Issuer Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation agreement of the Issuer enforceable in accordance with its terms, except as the enforceability of thereof may be limited by application of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect and from the application of general principles of equity and from public policy limitations on the exercise of any rights to indemnification and contribution (collectively, “Creditors’ Rights Laws”). Each of the Issuer Documents has been executed and delivered or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.
(e) The Issuer is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Resolution, the sale and execution and delivery of the Obligations and the execution and delivery of the Issuer Documents and compliance with and performance of the Issuer’s obligations therein and herein will not in any material respect conflict with, violate or result in a breach of or constitute a default under, any such constitutional provision, law, administrative regulation or any Material Judgment or Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer (except as described in or contemplated by the Issuer Documents and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is otherwise subject (including, without limitation, the Resolution and the Issuer Documents).
Appears in 1 contract
Issuer's Representations. The Issuer represents to and agrees with makes the Underwriter following representations, all of which shall survive Closing, that:
(a) The Issuer is a body politic and corporate, duly organized created and validly existingexisting under the Constitution and laws of the Commonwealth of Pennsylvania (the "Commonwealth"), with and has, and at the date of Closing will have, full legal right, power and authority to cause to: (i) enter into this Bond Purchase Agreement; (ii) execute and deliver the saleIndenture, execution and delivery of the Obligations to the Underwriter pursuant to the Resolution and the Trust Financing Agreement, to pledge the Excise Tax Revenues and the State Shared Revenues pursuant to the this Bond Purchase Agreement and to execute, deliver and perform its obligations, as the case may be, under this Obligation Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Undertaking other various documents required in connection therewith (collectively, the “"Issuer Financing Documents”"); (iii) issue, sell and deliver the Obligations, Bonds to the Underwriter as provided herein; and (iv) carry out and to perform and consummate all obligations and the transactions required or contemplated by each of the Issuer Financing Documents and the Official Statement.Statement to be carried out and/or consummated by it;
(b) The Resolution approving and authorizing the execution and delivery by the Issuer of the Issuer Documents and the offering, sale, execution and delivery of the Obligations upon the terms set forth herein and in the Preliminary Official Statement, as it pertains to the Issuer, as of its date, was duly adopted at correct and complete in all material respects and did not contain any untrue statement of a meeting material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the [Mayor and Council/Board of Supervisors] of the Issuer called and held pursuant to law and with all public notice required by law and at circumstances under which a quorum was present and acting throughoutthey were made, and is in full force and effect and has not been amended or repealed.misleading;
(c) The Issuer Documents and the Obligations conform Official Statement as it pertains to the descriptions thereof Issuer as of its date is or will be correct and complete in all material respects and does not or will not, with respect to the Issuer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading;
(d) The Issuer has complied, and will at the Closing be in compliance in all material respects, with the provisions of the Act;
(e) To the extent required by law, by official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized and approved the Preliminary Official Statement and the Official Statement, and has duly authorized and approved the Obligationsexecution and delivery of, when duly executed and authenticated in accordance with the Trust Agreement and delivered to performance by the Underwriter as provided herein, will be validly issued and outstanding obligations Issuer of the Issuer, entitled to obligations on its part contained in the benefits Issuer Financing Documents;
(f) To the best of the Purchase Agreement and knowledge of the Trust Agreement and secured by a legally valid and binding pledge and lien on, and payable from, officer of the Excise Tax Revenues and the State Shared Revenues as described in the Issuer executing this Bond Purchase Agreement, subject to applicable Creditors’ Rights Laws (as defined herein).
(d) The Issuer has executed and delivered or will execute and deliver on or before the Closing Date, each of the Issuer Documents. Each of the Issuer Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except as the enforceability of thereof may be limited by application of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect and from the application of general principles of equity and from public policy limitations on the exercise of any rights to indemnification and contribution (collectively, “Creditors’ Rights Laws”). Each of the Issuer Documents has been executed and delivered or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.
(e) The Issuer is not in any material respect in breach of or in default under any constitutional provision, applicable law or administrative regulation of the State Commonwealth or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or AgreementStates; and the adoption of the Resolution, the sale and execution and delivery of the Obligations and the execution and delivery of the Issuer Documents Financing Documents, and compliance with and performance the provisions of the Issuer’s obligations therein and herein each thereof, will not in any material respect conflict with, violate with or result in constitute a breach of or constitute a default under, under any such constitutional provision, law, administrative regulation or any Material Judgment or Agreementregulation, nor will any such executionjudgment, deliverydecree, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer (except as described in or contemplated by the Issuer Documents and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenturenote, bondresolution, note or resolution or any material agreement or other instrument to which the Issuer is a party or is otherwise subject;
(g) All approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to which the Issuer's legal ability to issue the Bonds or to the performance by the Issuer of its obligations hereunder and under the Issuer Financing Documents have been obtained or will be obtained prior to the Closing;
(h) The Bonds, when issued, authenticated and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued, and will be valid and binding limited obligations of the Issuer enforceable in accordance with their terms (except as an enforcement of remedies may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or legal or equitable principles affecting the enforcement of creditors' rights ("Creditors' Rights Limitations"));
(i) The terms and provisions of the Issuer Financing Documents will comply in all respects with the requirements of the Act;
(j) The terms and provisions of the Issuer Financing Documents when executed and delivered by the respective parties thereto, will constitute the valid, legal and binding obligations of the Issuer enforceable in accordance with their respective terms (except as enforcement of remedies may be limited by Creditors' Rights Limitations);
(k) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Issuer, threatened against the Issuer, affecting the existence of the Issuer or any the titles of its property officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the revenues or assets is otherwise subject (including, without limitation, the Resolution and of the Issuer pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Issuer Financing Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the power or authority of the Issuer with respect to the issuance of the Bonds or the execution and delivery of the Issuer Financing Documents), nor, to the knowledge of the Issuer, is there any meritorious basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Issuer Financing Documents; and
(l) The net proceeds received from the Bonds and applied in accordance with the Indenture shall be used in accordance with the Act as described in the Official Statement.
Appears in 1 contract
Samples: Bond Purchase Agreement (Philadelphia Suburban Corp)
Issuer's Representations. The Issuer represents to and agrees with makes the Underwriter following representations, all of which shall survive Closing, that:
(a) The Issuer is a body politic and corporate, duly organized created and validly existingexisting under the Constitution and laws of the Commonwealth of Pennsylvania (the "Commonwealth"), with and has, and at the date of Closing will have, full legal right, power and authority to cause to: (i) enter into this Bond Purchase Agreement; (ii) execute and deliver the saleIndenture, execution and delivery of the Obligations to the Underwriter pursuant to the Resolution and the Trust Financing Agreement, to pledge the Excise Tax Revenues and the State Shared Revenues pursuant to the this Bond Purchase Agreement and to execute, deliver and perform its obligations, as the case may be, under this Obligation Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Undertaking Authority?s tax certificate (collectively, the “"Issuer Financing Documents”), ") and the Obligationsother various certificates executed by the Issuer in connection therewith; (iii) issue, sell and deliver the Bonds to the Underwriter as provided herein; and (iv) carry out and to perform and consummate all obligations and the transactions required or contemplated by each of the Issuer Financing Documents and the Official Statement.Statement to be carried out and/or consummated by it;
(b) The Resolution approving and authorizing section entitled "THE AUTHORITY" contained in the execution and delivery by Preliminary Official Statement as of its date, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Issuer statements contained therein, in the light of the Issuer Documents and the offeringcircumstances under which they were made, sale, execution and delivery of the Obligations upon the terms set forth herein and in the Official Statement, was duly adopted at a meeting of the [Mayor and Council/Board of Supervisors] of the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed.misleading;
(c) The Issuer Documents and section entitled "THE AUTHORITY" contained in the Obligations conform Official Statement as of its date does not or will not, with respect to the descriptions thereof Issuer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading;
(d) The Issuer has complied, and will at the Closing be in compliance in all material respects, with the provisions of the Act;
(e) To the extent required by law, the Issuer has duly authorized and approved the Preliminary Official Statement and the Official Statement, and has duly authorized and approved the Obligationsexecution and delivery of, when duly executed and authenticated in accordance with the Trust Agreement and delivered to performance by the Underwriter as provided herein, will be validly issued and outstanding obligations Issuer of the Issuer, entitled to obligations on its part contained in the benefits Issuer Financing Documents;
(f) To the best of the Purchase Agreement and knowledge of the Trust Agreement and secured by a legally valid and binding pledge and lien on, and payable from, officer of the Excise Tax Revenues and the State Shared Revenues as described in the Issuer executing this Bond Purchase Agreement, subject to applicable Creditors’ Rights Laws (as defined herein).
(d) The Issuer has executed and delivered or will execute and deliver on or before the Closing Date, each of the Issuer Documents. Each of the Issuer Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except as the enforceability of thereof may be limited by application of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect and from the application of general principles of equity and from public policy limitations on the exercise of any rights to indemnification and contribution (collectively, “Creditors’ Rights Laws”). Each of the Issuer Documents has been executed and delivered or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.
(e) The Issuer is not in any material respect in breach of or in default under any constitutional provision, applicable law or administrative regulation of the State Commonwealth or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or AgreementStates; and the adoption of the Resolution, the sale and execution and delivery of the Obligations and the execution and delivery of the Issuer Documents Financing Documents, and compliance with and performance the provisions of the Issuer’s obligations therein and herein each thereof, will not in any material respect conflict with, violate with or result in constitute a breach of or constitute a default under, under any such constitutional provision, law, administrative regulation or any Material Judgment or Agreementregulation, nor will any such executionjudgment, deliverydecree, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer (except as described in or contemplated by the Issuer Documents and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenturenote, bondresolution, note or resolution or any material agreement or other instrument to which the Issuer is a party or is otherwise subject;
(g) All approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to which the Issuer's legal ability to issue the Bonds or to the performance by the Issuer of its obligations hereunder and under the Issuer Financing Documents have been obtained or will be obtained prior to the Closing;
(h) The Bonds, when issued, authenticated and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued, and will be valid and binding limited obligations of the Issuer enforceable in accordance with their terms (except as an enforcement of remedies may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or legal or equitable principles affecting the enforcement of creditors' rights ("Creditors' Rights Limitations"));
(i) The terms and provisions of the Issuer Financing Documents when executed and delivered by the respective parties thereto, will constitute the valid, legal and binding obligations of the Issuer enforceable in accordance with their respective terms (except as enforcement of remedies may be limited by Creditors' Rights Limitations);
(j) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Issuer, threatened against the Issuer, affecting the existence of the Issuer or any the titles of its property officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the revenues or assets is otherwise subject (including, without limitation, the Resolution and of the Issuer pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Issuer Financing Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the power or authority of the Issuer with respect to the issuance of the Bonds or the execution and delivery of the Issuer Financing Documents), wherein an unfavorable decision, ruling or finding would affect in any way the validity or enforceability of the Issuer Financing Documents; and
(k) The net proceeds received from the Bonds and applied in accordance with the Indenture shall be used in accordance with the Act as described in the Official Statement.
Appears in 1 contract
Samples: Bond Purchase Agreement (Philadelphia Suburban Corp)
Issuer's Representations. The Issuer represents represents, covenants and warrants, to the best of its knowledge and agrees with belief, as follows, all of which will continue in effect subsequent to the Underwriter thatClosing:
(a) The Issuer is duly organized and validly existing, with full legal right, power and authority to cause the sale, execution and delivery a municipal corporation incorporated as a city of the Obligations to second class under the Underwriter pursuant to the Resolution and the Trust Agreement, to pledge the Excise Tax Revenues and laws of the State Shared Revenues pursuant to the Purchase Agreement and to execute, deliver and perform its obligations, as the case may be, under this Obligation Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Undertaking (collectively, the “Issuer Documents”), and the Obligations, and to perform and consummate all obligations and transactions required or contemplated by each of the Issuer Documents and the Official StatementKansas.
(b) The Resolution approving and authorizing the execution and delivery by the Issuer governing body of the Issuer Documents and did enact the offering, sale, execution and delivery Ordinance; it has been signed by a duly authorized official of the Obligations upon the terms set forth herein and Issuer, it has been published once in the Official Statement, was duly adopted at a meeting of the [Mayor and Council/Board of Supervisors] of the Issuer called and held pursuant to law and with all public notice official city newspaper as required by law and at which a quorum was present and acting throughoutlaw, and it is presently in full force and effect and has not been amended or repealedmodified.
(c) The Issuer Documents has full power and authority to execute and deliver the Indenture, the Site Lease, the Project Lease, the Bond Purchase Agreement and any and all other documents reasonably necessary in connection with the Indenture, the Project Lease, the Site Lease and the Obligations conform to Bond Purchase Agreement (the descriptions thereof contained in "Issuer Documents"); the Preliminary Official Statement and the Official Statement, and the Obligations, when Issuer Documents have been duly executed and authenticated in accordance with delivered by the Trust Agreement and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Purchase Agreement and the Trust Agreement and secured by a legally valid and binding pledge and lien on, and payable from, the Excise Tax Revenues and the State Shared Revenues as described Issuer in the Purchase Agreement, subject to applicable Creditors’ Rights Laws (as defined herein).
(d) The Issuer has executed manner authorized and delivered or will execute and deliver on or before the Closing Date, each of the Issuer Documents. Each of the Issuer Documents constitutes, or will, as of the Closing Date, constitute, a constitute legal, valid and binding obligation obligations of the Issuer enforceable in accordance with its their terms, except as to the enforceability of thereof may be extent limited by application of or subject to bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting creditors’ rights generally from time to time in effect and from the application of general ' rights, principles of equity and from public policy limitations on or the exercise of any rights to indemnification judicial discretion.
(d) The execution, delivery and contribution (collectively, “Creditors’ Rights Laws”). Each performance of the Issuer Documents has been executed and delivered will not conflict with or will be executed and delivered constitute on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as part of the Closing Date, will be in full force and effect.
(e) The Issuer is not in any a material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Resolution, the sale and execution and delivery of the Obligations and the execution and delivery of the Issuer Documents and compliance with and performance of the Issuer’s obligations therein and herein will not in any material respect conflict with, violate or result in a breach of or constitute a default under, any such constitutional provision, law, administrative regulation or any Material Judgment or Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer (except as described in or contemplated by the Issuer Documents and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note indenture or resolution or any material agreement or other instrument known to it to which the Issuer is a party or by which it is bound.
(e) The Issuer has duly and validly authorized the taking on its behalf of any and all actions necessary to which carry out and give effect to the Issuer or any of transactions contemplated to be performed on its property or assets is otherwise subject (including, without limitation, part by the Resolution Ordinance and the Issuer Documents).
(f) There is not now pending or, to the knowledge of the officials of the Issuer, threatened any litigation seeking to restrain or enjoin the issuance or delivery of the Bonds, or contesting or questioning
(i) the validity of the Bonds, (ii) the proceedings or authority under which they are issued, (iii) the existence of the Issuer, (iv) the authority of the Issuer to enact the Ordinance or enter into the Issuer Documents, or
(v) the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds.
(g) Any certificate signed by an official of the Issuer and delivered to the Purchaser shall be deemed a representation by the Issuer to the Purchaser as to the truth of the statements made in such certificate.
Appears in 1 contract
Samples: Bond Purchase Agreement
Issuer's Representations. The Warranties and Covenants -------------------------------------------------- Issuer hereby represents to and warrants to, and agrees with the Underwriter thatwith, Koonxx xx follows:
(a) The Issuer is duly organized a corporation, legally incorporated, validly existing and validly existingin good standing under the laws of the State of Maryland, with full legal right, all requisite power and authority to cause the sale, execution and delivery of the Obligations to the Underwriter pursuant to the Resolution and the Trust Agreement, to pledge the Excise Tax Revenues and the State Shared Revenues pursuant to the Purchase enter into this Agreement and to execute, deliver and perform carry out its obligations, as the case may be, under this Obligation Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Undertaking (collectively, the “Issuer Documents”), and the Obligations, and to perform and consummate all obligations and transactions required or contemplated by each of the Issuer Documents and the Official Statementhereunder.
(b) The Resolution approving and authorizing the execution and delivery by the Issuer of the Issuer Documents and the offering, sale, execution and delivery of the Obligations upon the terms set forth herein and in the Official Statement, was Common Stock is duly adopted at a meeting of the [Mayor and Council/Board of Supervisors] of the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughoutauthorized, and is upon sale in full force accordance with the Prospectus, will be validly issued, fully paid and effect and has not been amended or repealednon-assessable.
(c) The Issuer Documents offer and sale of the Obligations conform to Common Stock will be registered or exempt from securities registration under the descriptions thereof contained in the Preliminary Official Statement and the Official Statementlaws of each State, and Issuer will take all action necessary to register the Obligations, when duly executed and authenticated Common Stock or insure the availability of an exemption in accordance with the Trust Agreement and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Purchase Agreement and the Trust Agreement and secured by a legally valid and binding pledge and lien on, and payable from, the Excise Tax Revenues and the State Shared Revenues as described in the Purchase Agreement, subject to applicable Creditors’ Rights Laws (as defined herein)all such States.
(d) The Issuer will circulate the Prospectus only in such of the States in which the offer and sale of the Common Stock has been registered or is exempt from securities registration.
(e) Issuer will deliver to all offerees and their representatives, or if required, to Koonxx xxx delivery by Koonxx xx offerees identified by Issuer and their representatives, copies of the Issuer's Prospectus and any additional information, documents and instruments which Issuer with consent of Koonce deems necessary to comply with federal and state securities laws, rules, regulations and judicial and administrative interpretations relating to the Offering. Issuer has provided Koonxx xxx review all materials to be delivered to offerees and their representatives, and will provide to Koonxx xxx additional or supplemental materials to be so delivered to offerees in the States. Such materials shall disclose the limited nature of the services provided by Koonxx.
(f) The Registration Statement and Prospectus, and any other offering documents provided to Koonxx xx Issuer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.
(g) Issuer will take all action necessary so that any subscribers' checks it may receive are transmitted to the Escrow Agent by noon of the next business day following receipt, and shall notify Koonxx xx any and all amounts so transmitted.
(h) Issuer will promptly notify Koonxx xx any subscriptions from persons residing in the States which it rejects for any reason.
(i) Issuer will not authorize the release of funds relating to subscriptions in the States unless and until Koonxx xxxll have authorized such release as contemplated hereby.
(j) This Agreement has been duly and validly authorized, executed and delivered or will execute by Issuer and deliver on or before is the Closing Date, each of the Issuer Documents. Each of the Issuer Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation agreement of the Issuer enforceable in accordance with its terms, except as the enforceability of thereof may be limited by application of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect and from the application of general principles of equity and from public policy limitations on the exercise of any rights to indemnification and contribution (collectively, “Creditors’ Rights Laws”). Each of the Issuer Documents has been executed and delivered or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.
(e) The Issuer is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Resolution, the sale and execution and delivery of the Obligations and the execution and delivery of the Issuer Documents and compliance with and performance of the Issuer’s obligations therein and herein will not in any material respect conflict with, violate or result in a breach of or constitute a default under, any such constitutional provision, law, administrative regulation or any Material Judgment or Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer (except as described in or contemplated by the Issuer Documents and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is otherwise subject (including, without limitation, the Resolution and the Issuer Documents).
Appears in 1 contract
Issuer's Representations. The Issuer represents to makes the following representations as of the date of this Bond Purchase Agreement, all of which will survive the purchase and agrees with offering of the Underwriter thatBonds:
(a) The representations and warranties of the Issuer contained in the Agreement are, and as of the date of the Closing will be, true and correct in all material respects.
(b) Both at the time of execution hereof and on the date of the Closing, the statements and information contained in the Official Statement under the heading “THE ISSUER” do not and will not omit any statement or information which is necessary to make the statements and information therein, in light of the circumstances under which they were made, not misleading in any material respect.
(c) The Issuer is and will be on the date of the Closing duly existing as a parish and political subdivision of the State of Louisiana (the “State”) organized pursuant to the laws of the State, and validly existingauthorized to issue bonds pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the “Refunding Act”).
(d) When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly authorized, executed, authenticated, issued and delivered and will constitute valid and binding special obligations of the Issuer in conformity with, and be entitled to the benefit and security of the Indenture.
(e) The Issuer has duly authorized the execution and delivery by it of the Indenture, the Agreement and this Bond Purchase Agreement.
(f) The Issuer has full legal right, power and authority to cause enter into the saleIndenture, execution the Agreement and delivery of the Obligations to the Underwriter pursuant to the Resolution and the Trust this Bond Purchase Agreement, to pledge issue the Excise Tax Revenues Bonds and to carry out and consummate all other transactions contemplated by the Indenture and the State Shared Revenues pursuant to the Purchase Agreement and to execute, deliver and perform its obligations, as the case may be, under this Obligation Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Undertaking (collectively, the “Issuer Documents”), and the Obligations, and to perform and consummate all obligations and transactions required or contemplated by each Issuer has complied with the provisions of the Issuer Documents and the Official StatementRefunding Act in all matters relating to such transactions.
(bg) The Resolution approving No approval, permit, consent or authorization of any governmental or public agency, authority or person having jurisdiction over the Issuer not already obtained (other than any approvals that might be required to be obtained under the securities laws of any jurisdiction, as to which the Issuer makes no representations or warranties) is required in connection with the adoption of the Resolutions and authorizing the issuance and sale of the Bonds or the execution and delivery by the Issuer of, or the performance of its obligations under, this Bond Purchase Agreement, the Bonds, the Resolutions, the Indenture, the Agreement or any other agreement or instrument contemplated hereby or thereby.
(h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending against the Issuer or of which the Issuer has otherwise received written official notice or which is, to the knowledge of the Issuer, threatened against the Issuer which in any way questions the validity of the Refunding Act, the powers of the Issuer Documents and referred to in paragraph (f) above or the offeringvalidity of any proceedings taken by the Issuer in connection with the issuance of the Bonds, saleor wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Bond Purchase Agreement or which, in any way, would adversely affect the validity or enforceability of this Bond Purchase Agreement, the Bonds, the Resolutions, the Indenture, the Agreement, or any other agreement or instrument to which the Issuer is a party contemplated hereby or thereby.
(i) To the best knowledge of the Issuer, without independent investigation, the adoption of the Resolutions, the authorization, execution and delivery of the Obligations upon the terms set forth herein and in the Official Statement, was duly adopted at a meeting of the [Mayor and Council/Board of Supervisors] of by the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed.
(c) The Issuer Documents and the Obligations conform to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement, and the Obligations, when duly executed and authenticated in accordance with the Trust Agreement and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Purchase Agreement and the Trust Agreement and secured by a legally valid and binding pledge and lien on, and payable from, the Excise Tax Revenues and the State Shared Revenues as described in the this Bond Purchase Agreement, subject the Bonds, the Indenture, the Agreement and any other agreement or instrument to applicable Creditors’ Rights Laws (as defined herein).
(d) The Issuer has executed and delivered or will execute and deliver on or before the Closing Date, each of which the Issuer Documents. Each of the Issuer Documents constitutes, is a party contemplated hereby or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except as the enforceability of thereof may be limited by application of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect and from the application of general principles of equity and from public policy limitations on the exercise of any rights to indemnification and contribution (collectively, “Creditors’ Rights Laws”). Each of the Issuer Documents has been executed and delivered or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.
(e) The Issuer is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Resolution, the sale and execution and delivery of the Obligations and the execution and delivery of the Issuer Documents thereby and compliance with and performance the provisions of the Issuer’s obligations therein Resolutions and herein of each of such instruments will not in any material respect conflict with, violate with or result in a breach of any of the terms or provisions of, or constitute a default under, any such constitutional provision, law, administrative regulation or any Material Judgment or Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer (except as described in or contemplated by the Issuer Documents and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bondmortgage, note or resolution or any material deed of trust, loan agreement or other agreement or instrument to which the Issuer is a party or is subject, nor will such action result in any violation of the provisions of any applicable law, including the Refunding Act, or any charter, resolution or regulation of the Issuer, or any existing order, judgment, decree, rule or regulation applicable to which the Issuer (or any of its property officials or assets is otherwise subject (includingofficers in their respective capacities as such) of any court or of any federal, without limitation, the Resolution and state or other regulatory Issuer or other governmental body having jurisdiction over the Issuer Documents(or such officials or officers as such).
(j) The information in the Official Statement relating to the Issuer does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Issuer's Representations. 7.1 The Issuer represents and warrants to the Investor that, as of the date of this Subscription and agrees with the Underwriter thatat Closing hereunder:
(a) The Issuer is duly organized the Offering Memorandum constitutes full, true and validly existing, with full legal right, power and authority to cause the sale, execution and delivery plain disclosure of the Obligations to the Underwriter pursuant to the Resolution and the Trust Agreement, to pledge the Excise Tax Revenues and the State Shared Revenues pursuant to the Purchase Agreement and to execute, deliver and perform its obligations, as the case may be, under this Obligation Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Undertaking (collectively, the “Issuer Documents”), and the Obligations, and to perform and consummate all obligations and transactions required or contemplated by each terms of the Issuer Documents Special Warrants as well as Issuer's assets, liabilities and business affairs including the Official Statement.proposed Sonic Merger;
(b) The Resolution approving and authorizing the execution and delivery by the Issuer and its subsidiaries are valid and subsisting corporations duly incorporated and in good standing under the laws of the Issuer Documents and the offeringjurisdictions in which they are incorporated, sale, execution and delivery of the Obligations upon the terms set forth herein and in the Official Statement, was duly adopted at a meeting of the [Mayor and Council/Board of Supervisors] of the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended continued or repealed.amalgamated;
(c) The the Issuer Documents and its subsidiaries are the Obligations conform to beneficial owners of the descriptions thereof contained properties, business and assets or the interests in the Preliminary Official Statement properties, business or assets referred to in the Offering Memorandum and except as disclosed therein, all agreements by which the Official StatementIssuer or its subsidiaries holds an interest in a property, business or asset are in good standing according to their terms, and the Obligations, when duly executed and authenticated properties are in accordance with good standing under the Trust Agreement and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations applicable laws of the Issuer, entitled to the benefits of the Purchase Agreement and the Trust Agreement and secured by a legally valid and binding pledge and lien on, and payable from, the Excise Tax Revenues and the State Shared Revenues as described jurisdictions in the Purchase Agreement, subject to applicable Creditors’ Rights Laws (as defined herein).which they are situated;
(d) The Issuer has executed and delivered or will execute and deliver on or before the Closing Date, each financial statements comprised in the Offering Memorandum accurately reflect the financial position of the Issuer Documents. Each as at the date thereof, and no adverse material changes in the financial position of the Issuer Documents constitutes, or will, as have taken place since the date of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, Issuer's last financial statements except as filed in the enforceability of thereof may be limited by application of bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect and from the application of general principles of equity and from public policy limitations on the exercise of any rights to indemnification and contribution (collectively, “Creditors’ Rights Laws”). Each of the Issuer Documents has been executed and delivered or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.Public Record;
(e) The Issuer is not in any material respect in breach of or default under any constitutional provisionthe creation, law or administrative regulation issuance and sale of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Resolution, the sale and execution and delivery of the Obligations and the execution and delivery of Special Warrants by the Issuer Documents does not and compliance will not conflict with and performance of the Issuer’s obligations therein does not and herein will not in any material respect conflict with, violate or result in a breach of or constitute a default under, any such constitutional provision, law, administrative regulation or any Material Judgment or Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property terms, conditions or assets provisions of the Issuer (except as described in or contemplated by the Issuer Documents and the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree its constating documents or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the Issuer is a party;
(f) the Securities will, at the time of issue, be duly allotted, validly issued, fully paid and non-assessable and will be free of all liens, charges and encumbrances and the Issuer will reserve sufficient common shares in the treasury of the Issuer to enable it to issue the Common Shares and Warrant Shares;
(g) this Subscription when accepted has been duly authorized by all necessary corporate action on the part of the Issuer and, subject to acceptance by the Issuer, constitutes a valid obligation of the Issuer legally binding upon it and enforceable in accordance with its terms;
(h) neither the Issuer nor any of its subsidiaries is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to which the best of the Issuer's knowledge no such actions, suits or proceedings have been threatened as at the date hereof;
(i) no order ceasing or suspending trading in the securities of the Issuer nor prohibiting sale of such securities has been issued to the Issuer or its directors, officers or promoters and to the best of the Issuer's knowledge no investigations or proceedings for such purposes are pending or threatened;
(j) except as set out in the Offering Memorandum or herein, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option for the issue or allotment of any unissued common shares of the Issuer or any other security convertible or exchangeable for any such common shares or to require the Issuer to purchase, redeem or otherwise acquire any of its property the issued or assets is otherwise subject outstanding common shares of the Issuer; and
(including, without limitation, k) all of the Resolution representations and warranties to be made to the Agent in the Agency Agreement will be true as of the date thereof and as of the Closing Date and the Issuer Documents)Investor is entitled to rely on such representations and warranties as though the Investor was a signatory to the Agency Agreement.
Appears in 1 contract
Samples: Agency and Sponsorship Agreement (Sonic Environmental Solutions Inc/Can)
Issuer's Representations. The Issuer represents to makes the following representations and agrees with the Underwriter thatwarranties, all of which shall survive Closing:
(a) The information with respect to the Issuer contained in the Preliminary Official Statement and in the Final Official Statement is, and, as such information may be amended or supplemented as of the Closing Date will be, true and correct in all material respects, and such information does not, and as it may be amended or supplemented as of the Closing Date will not, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements in the Preliminary Official Statement and the Official Statement relating to the Issuer, in the light of the circumstances under which they were made, not misleading. The copies of the Final Official Statement delivered to the Underwriter on the date hereof have been duly signed and delivered by the Issuer.
(b) The Issuer is a duly organized constituted and validly existingexisting governmental agency and body politic and corporate of the State of Texas, with full legal right, power and authority to cause the sale, execution under and delivery of the Obligations to the Underwriter pursuant to Chapters 30 and 383, Texas Water Code (the Resolution and the Trust Agreement"Enabling Legislation"), to pledge the Excise Tax Revenues execute and the State Shared Revenues pursuant to the Purchase Agreement and to execute, deliver and perform its obligations, as the case may be, under this Obligation Purchase Agreement, the Purchase Agreement, the Trust Agreement, the Undertaking (collectively, the “Issuer Documents”), Installment Agreement and the ObligationsIndenture, to sign and deliver the Official Statement, to perform carry out and consummate all obligations and the transactions required or contemplated by each of the Issuer Documents foregoing and the Official Statement.
(b) The Resolution approving and authorizing the execution and delivery by the Issuer of the Issuer Documents and the offering, sale, execution and delivery of the Obligations upon the terms set forth herein and in the Official Statement, was duly adopted at a meeting of the [Mayor and Council/Board of Supervisors] of the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughoutother agreements relating thereto, and is in full force to issue, sell and effect deliver the Refunding Bonds for the purpose of refunding all or any part of outstanding Series 1977 Bonds and has not been amended or repealedSeries 1974A Bonds.
(c) The Issuer Documents has full legal right, power and authority and has taken all necessary action and has complied with all applicable provisions of law required (i) to adopt the Resolution, (ii) to execute and deliver this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Obligations conform Indenture, (iii) to issue and sell the Refunding Bonds to the descriptions thereof contained in Underwriter pursuant hereto and to the Preliminary Official Statement Indenture and the Official Statement(iv) to carry out and consummate all other transactions contemplated by each of such documents, and the Obligations, when duly executed and authenticated Issuer has complied with all applicable provisions of law in accordance with the Trust Agreement and delivered all matters relating to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Purchase Agreement and the Trust Agreement and secured by a legally valid and binding pledge and lien on, and payable from, the Excise Tax Revenues and the State Shared Revenues as described in the Purchase Agreement, subject to applicable Creditors’ Rights Laws (as defined herein)such transactions.
(d) The Issuer has duly authorized (i) the delivery and due performance of the Resolution and the execution, delivery and due performance of this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Indenture, including, without limitation, the issuance and sale of the Refunding Bonds to the Underwriter, (ii) the execution and delivery of the Official Statement by the Issuer and the distribution of the Preliminary Official Statement and the Official Statement and (iii) the taking of any and all such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated by each of the foregoing. None of the proceedings or actions taken by the Issuer with respect to any of the Refunding Bonds, the Indenture, the Installment Agreement, the Preliminary Official Statement, the Official Statement or this Purchase Agreement have been repealed, rescinded or revoked. The Official Statement is deemed final by the Issuer for purposes of Rule 15c2-12 ("Rule 15c2-12") under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(e) 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.
(f) The Resolution has been duly adopted by the Issuer, is in full force and effect and constitutes the legal, valid and binding act of the Issuer. This Purchase Agreement has been duly executed and delivered or will execute and deliver on or before the Closing Date, each of by the Issuer Documents. Each of and constitutes the Issuer Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except subject, as the enforceability of thereof may be limited by application of to enforcement, to bankruptcy, insolvency, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally from time and to time in the effect and from the application of general principles of equity and from public policy limitations on the exercise (regardless of any rights to indemnification and contribution (collectively, “Creditors’ Rights Laws”whether enforceability is considered in a proceeding in equity or at law). Each The Installment Agreement and the Indenture each will be duly executed by the Issuer and, when delivered, each will constitute the legal, valid and binding obligation of the Issuer Documents has enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally and to the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(g) When delivered to and paid for by the Underwriter at Closing in accordance with the provisions of this Purchase Agreement, the Refunding Bonds initially delivered will have been executed duly approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas, and the Refunding Bonds will be duly authorized, executed, issued and delivered or and will constitute legal, valid, binding and enforceable limited obligations of the Issuer in accordance with their terms and in conformity with the Enabling Legislation and will be executed entitled to the benefit and delivered security of the Installment Agreement, the Resolution and the Indenture.
(h) No approval, permit, consent or authorization of any governmental or public agency, authority or person not already obtained (other than the approval of the Attorney General of the State of Texas with respect to the Refunding Bonds, the registration of the Refunding Bonds by the Comptroller of Public Accounts of the State of Texas and the order of the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), authorizing the Company's obligations with respect to the Refunding Bonds and the Installment Agreement, which approvals and orders shall be obtained on or before prior to the Closing Date, by each the receipt of which are expressly made a condition to the Issuer's, the Underwriter's and the Company's respective signatory obligations to issue, purchase and sell the Refunding Bonds hereunder and under the Letter of Representation; and other than any approvals that might be required under the Blue Sky or securities laws of any jurisdiction) is currently required in full force connection with the issuance and effect or, as sale of the Closing DateRefunding Bonds, will be in full force the adoption of the Resolution or the execution and effectdelivery by the Issuer of the Refunding Bonds, the Installment Agreement, the Indenture or this Purchase Agreement or the performance of its obligations under any of such instruments.
(ei) The Issuer is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined herein), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Resolution, the issuance and sale and execution and delivery of the Obligations and Refunding Bonds, the acceptance of the Letter of Representation, the execution and delivery by the Issuer of this Purchase Agreement, the Installment Agreement, the Refunding Bonds and the Indenture, the execution and delivery by the Issuer of the Issuer Documents Official Statement and compliance with the provisions hereof and performance of the Issuer’s obligations therein and herein thereof, will not in any material respect conflict with, violate or result in a breach of any provision of, or constitute a default (or an event which with notice or passage of time, or both, would constitute a default) on the part of the Issuer under, any such constitutional provisionindenture, commitment, agreement or other instrument to which the Issuer is a party or by which it is bound, or under any provision of the Texas Constitution or any existing law, administrative regulation rule, regulation, judgment, ordinance, order or decree to which the Issuer (or any Material Judgment of its directors or Agreementofficers in their respective capacities as such) is subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property property, assets or assets revenues of the Issuer (Issuer, except as described provided in or contemplated by the Refunding Bonds and the Indenture.
(j) The Issuer is solvent and since its creation, the Issuer Documents and has not been in default in the Official Statement) payment of principal of, premium, if any, or under the terms of any such lawinterest on, administrative regulation or Material Judgment or Agreement. As used hereinotherwise been in default with respect to, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property bonds, notes or assets is otherwise subject other securities or any legally authorized obligation issued or guaranteed by it; and no bankruptcy or insolvency proceedings have been taken by or against the Issuer.
(includingk) Payments under the Installment Agreement, without limitationthe Indenture, the Resolution and the Refunding Bonds, and the interest on the Refunding Bonds, are not subject to taxation in the State of Texas. No legislation, ordinance, rule or regulation has been enacted by, or is currently pending before, any governmental body, department or agency of the State of Texas, nor has any decision been rendered by any court of competent jurisdiction of the State of Texas, which would adversely affect the exemption from all taxation in the State of Texas of (i) any payments under the Installment Agreement, the Indenture, the Resolution or the Refunding Bonds and the interest on the Refunding Bonds or (ii) all bonds and obligations of the general character of the Refunding Bonds. There are no stamp, documentary, transfer or like taxes in the State of Texas which would be applicable to the original issuance or subsequent transfers of the Refunding Bonds.
(l) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, governmental agency or body or arbitrator, pending or, to the best of the knowledge of the Issuer, threatened (nor to the best of the knowledge of the Issuer Documentsis there any basis therefor), which in any way questions the validity of the Enabling Legislation, the powers of the Issuer referred to in paragraphs (b) and (c) of this Section 3 above, or the validity of any proceedings taken by the Issuer in connection with the issuance and sale of the Refunding Bonds, or wherein an unfavorable decision, ruling or finding might adversely affect the transactions contemplated hereby or by the Installment Agreement, the Indenture or the Official Statement or which, in any way, might adversely affect the validity or enforceability of the Refunding Bonds, the Resolution, the Installment Agreement, the Indenture or this Purchase Agreement (or of any other instrument required or contemplated for use in consummating the transactions contemplated thereby or hereby) or the exclusion from gross income for federal income tax purposes of interest on the Refunding Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement (Central Power & Light Co /Tx/)
