Representations and Agreements. (a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that: (1) The City is a home-rule city duly organized and validly existing under its charter and the laws of the State of Missouri. The City is authorized pursuant to the Constitution, the laws of the State of Missouri, and the charter, ordinances, orders and resolutions of the City, and all necessary action has been taken to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by the Ordinance, this Bond Purchase Agreement, the Indenture, the Base Lease dated as of [*Date*], 2021 (the “Base Lease”) by and between the City and the Purchaser, the Lease Agreement dated as of [*Date*], 2021 (the “Lease”) by and between the City and the Purchaser, the Development and Performance Agreement dated as of [*Date*], 2021 (the “Development and Performance Agreement”) by and between the City and the Purchaser, and any and all other agreements relating thereto. The proceeds of the Bonds shall be used for the purpose of acquiring the Project Site, constructing the Project Improvements and paying the costs incurred in connection with the issuance of the Bonds. (2) There is no controversy, suit or other proceeding of any kind pending or, to the City’s actual knowledge, threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the City or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the obligations represented by the Bonds or the validity of the Bonds, the Ordinance, the Base Lease, the Lease, the Indenture, the Development and Performance Agreement or this Bond Purchase Agreement. (b) The Purchaser represents as follows:
Appears in 3 contracts
Samples: Bond Purchase Agreement, Bond Purchase Agreement, Bond Purchase Agreement
Representations and Agreements. (a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that:
(1) The City is a home-rule constitutional charter city and municipal corporation duly organized and validly existing under its charter and the laws of the State of Missouri. The City is authorized pursuant to the Constitutionunder Article VI, the laws Section 27(b) of the State Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri, and the charter, ordinances, orders and resolutions of the Cityas amended, and all necessary action has been taken its Charter to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by the Ordinance, this Bond Purchase Agreement, the Ordinance, the Indenture, the Base Lease dated as of [*Date*], 2021 (the “Base Lease”) by and between the City and the Purchaser, the Lease Agreement dated as of [*Date*], 2021 (the “Lease”) by and between the City and the Purchaser, the Development and Performance Agreement dated as of [*Date*], 2021 (the “Development and Performance Agreement”) by and between the City and the Purchaser, and any and all other agreements relating thereto. The proceeds of the Bonds shall be used for the purpose of acquiring to finance the Project Sitefor ILPT Joplin LLC, constructing a Delaware limited liability company (the Project Improvements “Company”), and paying to pay for the costs incurred in connection with the issuance of the Bonds.;
(2) There is no controversy, suit or other proceeding of any kind pending or, to the City’s actual knowledge, or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the City or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the obligations obligation represented by the Bonds or the validity of the Bonds, the Ordinance, the Base Lease, the Lease, Indenture or the Indenture, Performance Agreement; and
(3) Any certificate signed by an authorized representative of the Development City and Performance Agreement or this Bond Purchase Agreementdelivered to the Purchaser shall be deemed a representation and warranty by the City to such party as to the statements made therein.
(b) The Purchaser represents as follows:
(1) The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing under the laws of and is qualified to do business in the State of Missouri;
(2) The execution, delivery and performance of this Bond Purchase Agreement by the Purchaser has been duly authorized by all necessary action of the Purchaser and does not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any law, court or administrative regulation, decree or order applicable to or binding upon the Purchaser, or, to the best of its knowledge, any agreement, indenture, mortgage, lease or instrument to which the Purchaser is a party or by which it is bound;
(3) When executed and delivered by the Purchaser, this Bond Purchase Agreement will be, and is, a legal, valid and binding obligation, enforceable in accordance with its terms, subject, as to enforcement, to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and further subject to the availability of equitable remedies; and
(4) Any certificate signed by an authorized officer or agent of the Purchaser and delivered to the City shall be deemed a representation and warranty by the Purchaser to such party as to the statements made therein.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations and Agreements. (a) By the City’s 's acceptance hereof, hereof the City hereby represents to the Purchaser that:
(1) The City is a home-rule fourth class city duly organized and validly existing under its charter and the laws of the State of Missouri. The City is authorized pursuant to the Constitution, the Constitution and laws of the State of Missouri, and the charter, ordinances, orders laws and resolutions ordinances of the City, and all necessary action has been taken to authorize, issue and deliver the Bonds Series 2002 Bond and to consummate all transactions contemplated by the Ordinance, this Bond Purchase Agreement, the Ordinance, the Indenture, the Base Lease dated as of [*Date*], 2021 (the “Base Lease”) by and between the City and the Purchaser, the Lease Grant Agreement dated as of [*Date*], 2021 (the “Lease”) by and between the City and the Purchaser, the Development and Performance Agreement dated as of [*Date*], 2021 (the “Development and Performance Agreement”) by and between the City and the Purchaser, and any and all other agreements Financing Documents relating thereto. The proceeds of the Bonds Series 2002 Bond shall be used for the purpose of acquiring to finance the Project Site, constructing as defined in the Project Improvements Indenture and paying to pay for the costs incurred in connection with the issuance of the BondsSeries 2002 Bond.
(2) There is no controversy, suit or other proceeding of any kind pending or, to the knowledge of the City’s actual knowledge, threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the City or its boundariesCity, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds Series 2002 Bond or the constitutionality or validity of the obligations represented by the Bonds Series 2002 Bond or the validity of the Bonds, the Ordinance, the Base LeaseSeries 2002 Bond, the Lease, the Indenture, Indenture or the Development and Performance Agreement or this Bond Purchase Grant Agreement.
(b) The Purchaser represents as follows:
(1) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri. The Purchaser has all necessary licenses and permits required in order to carry on its business as currently conducted and has or will obtain all necessary licenses and permits in connection with the purchase, construction and operation of the Project. Except as may be disclosed in any filings which have been made by the Purchaser with the Securities and Exchange Commission, the Purchaser is not in violation of and has not received any notice of an alleged violation of or liability under any zoning, land use, environmental, pollution control, hazardous waste or similar laws or regulations that would have a material adverse effect on its operations or financial condition and has full right, power and authority to authorize, approve, enter into, execute and deliver the Lease, the Grant Agreement and this Bond Purchase Agreement (collectively, the "Company Documents") and to perform such other acts and things as are provided in the Company Documents.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations and Agreements. (a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that:
(1) The City is a home-rule constitutional charter city and municipal corporation duly organized and validly existing under its charter and the laws of the State of Missouri. The City is authorized pursuant to the Constitutionunder Article VI, the laws Section 27(b) of the State Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri, and the charter, ordinances, orders and resolutions of the Cityas amended, and all necessary action has been taken its Charter to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by the Ordinance, this Bond Purchase Agreement, the Ordinance, the Indenture, the Base Lease dated as of [*Date*], 2021 (the “Base Lease”) by and between the City and the Purchaser, the Lease Agreement dated as of [*Date*], 2021 (the “Lease”) by and between the City and the Purchaser, the Development and Performance Agreement dated as of [*Date*], 2021 (the “Development and Performance Agreement”) by and between the City and the Purchaser, and any and all other agreements relating thereto. The proceeds of the Bonds shall be used for the purpose of acquiring to finance the Project Sitefor Casey’s Marketing Company, constructing an Iowa corporation (the Project Improvements “Company”), and paying to pay for the costs incurred in connection with the issuance of the Bonds.;
(2) There is no controversy, suit or other proceeding of any kind pending or, to the City’s actual knowledge, or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the City or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the obligations obligation represented by the Bonds or the validity of the Bonds, the Ordinance, the Base Lease, the Lease, Indenture or the Indenture, Performance Agreement; and
(3) Any certificate signed by an authorized representative of the Development City and Performance Agreement or this Bond Purchase Agreementdelivered to the Purchaser shall be deemed a representation and warranty by the City to such party as to the statements made therein.
(b) The Purchaser represents as follows:
(1) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa and is in good standing under the laws of and is qualified to do business in the State of Missouri;
(2) The execution, delivery and performance of this Bond Purchase Agreement by the Purchaser has been duly authorized by all necessary action of the Purchaser and does not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any law, court or administrative regulation, decree or order applicable to or binding upon the Purchaser, or, to the best of its knowledge, any agreement, indenture, mortgage, lease or instrument to which the Purchaser is a party or by which it is bound;
(3) When executed and delivered by the Purchaser, this Bond Purchase Agreement will be, and is, a legal, valid and binding obligation, enforceable in accordance with its terms, subject, as to enforcement, to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and further subject to the availability of equitable remedies; and
(4) Any certificate signed by an authorized officer or agent of the Purchaser and delivered to the City shall be deemed a representation and warranty by the Purchaser to such party as to the statements made therein.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations and Agreements. (a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that:
(1) The City is a home-rule constitutional charter city and municipal corporation duly organized and validly existing under its charter and the laws of the State of Missouri. The City is authorized pursuant to the Constitutionunder Article VI, the laws Section 27(b) of the State Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri, and the charter, ordinances, orders and resolutions of the Cityas amended, and all necessary action has been taken its Charter to authorize, issue and deliver the Series 2017B Bonds and to consummate all transactions contemplated by the Ordinance, this Bond Purchase Agreement, the Ordinance, the Indenture, the Base Lease dated as of [*Date*], 2021 (the “Base Lease”) by and between the City and the Purchaser, the Lease Agreement dated as of [*Date*], 2021 (the “Lease”) by and between the City and the Purchaser, the Development and Performance Agreement dated as of [*Date*], 2021 (the “Development and Performance Agreement”) by and between the City and the Purchaser, and any and all other agreements relating thereto. The proceeds of the Series 2017B Bonds shall be used to finance the Series 2017B Project for DEF, LLC, a Missouri limited liability company (the purpose of acquiring the Project Site“Company”), constructing the Project Improvements and paying to pay for the costs incurred in connection with the issuance of the Series 2017B Bonds.;
(2) There is no controversy, suit or other proceeding of any kind pending or, to the City’s actual knowledge, or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the City or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Series 2017B Bonds or the constitutionality or validity of the obligations obligation represented by the Series 2017B Bonds or the validity of the Series 2017B Bonds, the Ordinance, the Base Lease, the Lease, Indenture or the Indenture, Performance Agreement; and
(3) Any certificate signed by an authorized representative of the Development City and Performance Agreement or this Bond Purchase Agreementdelivered to the Purchaser shall be deemed a representation and warranty by the City to such party as to the statements made therein.
(b) The Purchaser represents as follows:
(1) The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Missouri and is qualified to do business in the State of Missouri;
(2) The execution, delivery and performance of this Bond Purchase Agreement by the Purchaser has been duly authorized by all necessary action of the Purchaser and does not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any law, court or administrative regulation, decree or order applicable to or binding upon the Purchaser, or, to the best of its knowledge, any agreement, indenture, mortgage, lease or instrument to which the Purchaser is a party or by which it is bound;
(3) When executed and delivered by the Purchaser, this Bond Purchase Agreement will be, and is, a legal, valid and binding obligation, enforceable in accordance with its terms, subject, as to enforcement, to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and further subject to the availability of equitable remedies; and
(4) Any certificate signed by an authorized officer or agent of the Purchaser and delivered to the City shall be deemed a representation and warranty by the Purchaser to such party as to the statements made therein.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations and Agreements. (a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that:
(1) The City is a home-home rule charter city duly organized and validly existing under its charter and the laws of the State of Missouri. The City is authorized pursuant to the Constitution, the laws of the State of Missouri, and the charter, ordinances, orders charter and resolutions ordinances of the City, and all necessary action has been taken to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by the Ordinance, this Bond Purchase Agreement, the IndentureOrdinance, the Base Lease dated as of [*Date*], 2021 (the “Base Lease”) by Indenture and between the City and the Purchaser, the Lease Agreement dated as of [*Date*]December 1, 2021 2018 (the “Lease”) by and between the City and the Purchaser, the Development and Performance Agreement dated as of [*Date*], 2021 (the “Development and Performance Lease Agreement”) by and between the City and the Purchaser, Purchaser and any and all other agreements relating thereto. The proceeds of the Bonds shall be used for the purpose of acquiring and installing the Project Site, constructing the Project Improvements Equipment and paying the costs incurred in connection with the issuance of the Bonds.
(2) There is no controversy, suit or other proceeding of any kind pending or, or to the City’s actual knowledge, knowledge threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the City or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the obligations represented by the Bonds or the validity of the Bonds, the OrdinanceLease Agreement, the Base Lease, Indenture or the Lease, the Indenture, the Development and Performance Agreement or this Bond Purchase Agreement.
(b) The Purchaser represents as follows:
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations and Agreements. (a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that:
(1) The City is a homethird-rule class city and municipal corporation duly organized and validly existing under its charter and the laws of the State of Missouri. The City is authorized pursuant to the Constitutionunder Article VI, the laws Section 27(b) of the State Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri, and the charteras amended, ordinances, orders and resolutions of the City, and all necessary action has been taken to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by the Ordinance, this Bond Purchase Agreement, the Ordinance, the Indenture, the Base Lease dated as Deed of [*Date*], 2021 (the “Base Lease”) by and between the City and the PurchaserTrust, the Lease Agreement dated as of [*Date*], 2021 (the “Lease”) by and between the City and the Purchaser, the Development and Performance Agreement dated as of [*Date*], 2021 (the “Development and Performance Agreement”) by and between the City and the Purchaser, and any and all other agreements relating thereto. The proceeds of the Bonds shall be used for the purpose of acquiring to finance the Project Sitefor Nucor Steel Sedalia LLC, constructing a Delaware limited liability company (the Project Improvements “Company”), and paying to pay for the costs incurred in connection with the issuance of the Bonds.;
(2) There is no controversy, suit or other proceeding of any kind pending or, to the City’s actual knowledge, or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the City or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the obligations obligation represented by the Bonds or the validity of the Bonds, the Ordinance, the Base Lease, the Lease, the Indenture, the Development Deed of Trust, or the Performance Agreement; and
(3) Any certificate signed by an authorized representative of the City and Performance Agreement or this Bond Purchase Agreementdelivered to the Purchaser shall be deemed a representation and warranty by the City to such party as to the statements made therein.
(b) The Purchaser represents as follows:
(1) The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in and is in good standing under the laws of the State of Missouri;
(2) The execution, delivery and performance of this Bond Purchase Agreement by the Purchaser has been duly authorized by all necessary action of the Purchaser and does not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any law, court or administrative regulation, decree or order applicable to or binding upon the Purchaser, or, to the best of its knowledge, any agreement, indenture, mortgage, lease or instrument to which the Purchaser is a party or by which it is bound;
(3) When executed and delivered by the Purchaser, this Bond Purchase Agreement will be, and is, a legal, valid and binding obligation, enforceable in accordance with its terms, subject, as to enforcement, to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and further subject to the availability of equitable remedies; and
(4) Any certificate signed by an authorized officer or agent of the Purchaser and delivered to the City shall be deemed a representation and warranty by the Purchaser to such party as to the statements made therein.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations and Agreements. (a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that:
(1) The City is a home-rule constitutional charter city and municipal corporation duly organized and validly existing under its charter and the laws of the State of Missouri. The City is authorized pursuant to the Constitutionunder Article VI, the laws Section 27(b) of the State Missouri Constitution and Sections 100.010 through 100.200 of the Revised Statutes of Missouri, and the charter, ordinances, orders and resolutions of the Cityas amended, and all necessary action has been taken its Charter to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by the Ordinance, this Bond Purchase Agreement, the Ordinance, the Indenture, the Base Lease dated as of [*Date*], 2021 (the “Base Lease”) by and between the City and the Purchaser, the Lease Agreement dated as of [*Date*], 2021 (the “Lease”) by and between the City and the Purchaser, the Development and Performance Agreement dated as of [*Date*], 2021 (the “Development and Performance Agreement”) by and between the City and the Purchaser, and any and all other agreements relating thereto. The proceeds of the Bonds shall be used for the purpose of acquiring to finance the Project Sitefor Heartland Pet Foods Manufacturing, constructing Inc., a Delaware corporation (the Project Improvements “Company”), and paying to pay for the costs incurred in connection with the issuance of the Bonds.;
(2) There is no controversy, suit or other proceeding of any kind pending or, to the City’s actual knowledge, or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the City or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the obligations indebtedness represented by the Bonds or the validity of the Bonds, the Ordinance, the Base Lease, the Lease, Indenture or the Indenture, Performance Agreement; and
(3) Any certificate signed by an authorized representative of the Development City and Performance Agreement or this Bond Purchase Agreementdelivered to the Purchaser shall be deemed a representation and warranty by the City to such party as to the statements made therein.
(b) The Purchaser represents as follows:
(1) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is authorized to do business in and is in good standing under the laws of the State of Missouri;
(2) The execution, delivery and performance of this Bond Purchase Agreement by the Purchaser has been duly authorized by all necessary action of the Purchaser and does not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any law, court or administrative regulation, decree or order applicable to or binding upon the Purchaser, or, to the best of its knowledge, any agreement, indenture, mortgage, lease or instrument to which the Purchaser is a party or by which it is bound;
(3) When executed and delivered by the Purchaser, this Bond Purchase Agreement will be, and is, a legal, valid and binding obligation, enforceable in accordance with its terms, subject, as to enforcement, to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and further subject to the availability of equitable remedies; and
(4) Any certificate signed by an authorized officer or agent of the Purchaser and delivered to the City shall be deemed a representation and warranty by the Purchaser to such party as to the statements made therein.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations and Agreements. (a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that:
(1) The City is a home-rule city duly organized and validly existing under its charter and the laws of the State of Missouri. The City is authorized pursuant to the Constitution, the laws of the State of Missouri, and the charter, ordinances, orders and resolutions of the City, and all necessary action has been taken to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by the Ordinance, this Bond Purchase Agreement, the Indenture, the Base Lease dated as of [*Date*]February 1, 2021 2020 (the “Base Lease”) by and between the City and the Purchaser, the Lease Agreement dated as of [*Date*]February 1, 2021 2020 (the “Lease”) by and between the City and the Purchaser, the Development and Performance Agreement dated as of [*Date*]February 1, 2021 2020 (the “Development and Performance Agreement”) by and between the City and the Purchaser, and any and all other agreements relating thereto. The proceeds of the Bonds shall be used for the purpose of acquiring the Project Site, constructing the Project Improvements and paying the costs incurred in connection with the issuance of the Bonds.
(2) There is no controversy, suit or other proceeding of any kind pending or, to the City’s actual knowledge, threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the City or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the obligations represented by the Bonds or the validity of the Bonds, the Ordinance, the Base Lease, the Lease, the Indenture, the Development and Performance Agreement or this Bond Purchase Agreement.
(b) The Purchaser represents as follows:
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations and Agreements. (a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that:
(1) The City is a homethird-rule class city and political subdivision duly organized and validly existing under its charter and the laws of the State of Missouri. The City, by proper action of its City is Council, has been authorized pursuant to enter into the ConstitutionLease Agreement, the Base Lease, the Indenture, this Certificate Purchase Agreement, the Tax Compliance Agreement and any and all such other agreements and documents required to be executed, delivered and received by the City in order to carry out, give effect to and consummate the transactions contemplated hereby (collectively the “City Documents”). The City Documents will constitute valid and binding obligations of the City, enforceable against the City in accordance with their terms;
(2) To the best of the knowledge and belief of the City, the City has complied with all provisions of the Constitution and the laws of the State of Missouri, and the charter, ordinances, orders has full power and resolutions of the City, and all necessary action has been taken to authorize, issue and deliver the Bonds and authority to consummate all transactions contemplated by the Ordinance, this Bond Purchase AgreementCertificates, the Indenture, the Base Lease dated as of [*Date*], 2021 (the “Base Lease”) by and between the City and the Purchaser, the Lease Agreement dated as of [*Date*], 2021 (the “Lease”) by and between the City and the Purchaser, the Development and Performance Agreement dated as of [*Date*], 2021 (the “Development and Performance Agreement”) by and between the City and the Purchaser, Documents and any and all other agreements relating thereto. The proceeds , and the City has obtained or will obtain all requisite approvals and consents necessary for the financing, acquisition, construction and equipping of the Bonds shall be used for the purpose of acquiring the Project Site, constructing the Project Improvements and paying the costs incurred in connection with the issuance of the Bonds.Project;
(23) There is no controversyaction, suit suit, proceeding, inquiry or other proceeding of investigation at law or in equity or before or by any kind court, public board or body pending or, to the knowledge of the City’s actual , threatened against or affecting the City (or, to its knowledge, threatened any basis therefor) wherein an unfavorable decision, ruling or whereby any question is raised or may be raised, questioning, disputing or affecting in any way finding would materially adversely affect (1) the legal organization of transactions contemplated by the City or its boundariesDocuments, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the obligations represented by the Bonds or (2) the validity of the BondsCertificates, the OrdinanceCity Documents or any agreement or instrument to which the City is a party and which is used or contemplated for use in the consummation of the transactions contemplated by the City Documents, or (3) the financial condition of the City;
(4) Any certificate signed by an authorized representative of the City and delivered to the Purchaser shall be deemed a representation and warranty by the City to the Purchaser as to the statements made therein;
(5) The execution and delivery of the City Documents and the other agreements contemplated hereby, and compliance with the provisions thereof, will not conflict with or constitute on the part of the City a violation, a breach of or a default under any agreement, indenture, mortgage, lease or other instrument to which it is subject or by which it is or may be bound or, to the knowledge of the City, any existing law, court or administrative regulation, decree or order;
(6) The City will deliver or cause to be delivered all opinions, certificates and other documents, as provided herein, covering, among other things, the Base Leasedue authorization, execution and delivery by the LeaseCity of the City Documents;
(7) No event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute an event of default under and as defined in the IndentureCity Documents;
(8) The financial statements of the City for the fiscal years ended March 31, 2016, except as noted therein, present fairly and accurately the Development financial condition of the City as of the dates indicated and Performance Agreement the results of its operations for the periods specified; and
(9) The City has not been notified of any listing or this Bond Purchase Agreementproposed listing by the Internal Revenue Service to the effect that the City is an issuer whose arbitrage certifications may not be relied upon.
(b) The Purchaser represents as follows:
(1) The Purchaser is a state banking corporation organized, validly existing and in good standing under the laws of the State of North Carolina;
(2) The execution, delivery and performance of this Certificate Purchase Agreement by the Purchaser has been duly authorized by all necessary action of the Purchaser and does not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any law, court or administrative regulation, decree or order applicable to or binding upon the Purchaser, or, to the best of its knowledge, any agreement, indenture, mortgage, lease or instrument to which the Purchaser is a party or by which it is bound;
(3) When executed and delivered by the Purchaser, this Certificate Purchase Agreement is a legal, valid and binding obligation, enforceable against the Purchaser in accordance with its terms, subject, as to enforcement, to any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and further subject to the availability of equitable remedies; and
(4) Any certificate signed by an authorized officer or agent of the Purchaser and delivered to the City shall be deemed a representation and warranty by the Purchaser to such party as to the statements made therein.
Appears in 1 contract
Samples: Certificate Purchase Agreement
