Representations and Covenants by the Company. The Company makes the following covenants and representations as the basis for the undertakings on its part herein contained:
(a) The Company is, and at all times will be, a limited liability company duly organized, validly existing and in good standing under the laws of the State of Kansas. The Company has, and will at all times have, all requisite power to own its property and conduct its business as now conducted and as presently contemplated, to execute and deliver this Lease and to perform its duties and obligations hereunder.
(b) The Company (i) shall maintain and preserve its existence as a limited liability company and maintain its authority to do business in the State and to operate the Project; and (ii) shall not initiate any proceedings of any kind whatsoever to dissolve or liquidate without (A) securing the prior written consent thereto of the Issuer and the Owners of all of the Outstanding Bonds and (B) making provision for the payment in full of the principal of and interest on the Bonds.
(c) To the Company’s knowledge, neither the execution and/or delivery of this Lease, the consummation of the transactions contemplated hereby or by the Indenture, nor the fulfillment of or compliance with the terms and conditions of this Lease contravenes in any material respect any provision of its articles of organization or its operating agreement, or conflicts in any material respect with or results in a material breach of the terms, conditions or provisions of any mortgage, debt, agreement, indenture or instrument to which the Company is a party or by which it is bound, or to which it or any of its properties is subject, or would constitute a material default (without regard to any required notice or the passage of any period of time) under any of the foregoing, or would result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company under the terms of any mortgage, debt, agreement, indenture or instrument, or violates in any material respect any existing law, administrative regulation or court order or consent decree to which the Company is subject.
(d) This Lease constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms.
(e) The Company agrees to operate and will operate the Project, or cause the Project to be operated, as a “facility,” as that term is contemplated in the Act, from the date of the Issuer’s acquisition of its leasehold interest in ...
Representations and Covenants by the Company. The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained:
(a) Xxx is a corporation, validly existing and in good standing, under the laws of the State. Xxx has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement.
(b) JPCR is a limited liability company, validly existing and in good standing, under the laws of the State. JPCR has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement.
(c) The Company’s tax year for federal income tax purposes begins January 1 and ends the following December 31.
(d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse affect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect.
(e) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein.
(f) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act.
(g) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State.
(h) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitr...
Representations and Covenants by the Company. The Companies make the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are now a party or by which either is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either Company, other than as may be created or permitted by this Agreement.
(d) The Companies shall use commercially reasonable efforts to cause Project to reach the Investment Target during the Investment Period.
(e) To the best knowledge of the Companies, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies is there any basis therefore.
Representations and Covenants by the Company. The Company represents and warrants to the Subscriber that:
Representations and Covenants by the Company. 2.1 The Company represents and warrants and, where applicable, covenants to the Purchaser as follows:
(a) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it proposes to conduct.
(b) The execution, delivery and performance of this Agreement by the Company has been duly approved by the Board of Directors of the Company.
(c) The Shares to be sold and delivered to the Purchaser hereunder will be duly authorized and validly issued and, upon payment, fully paid and non-assessable.
(d) The Company shall at all times reserve and keep available out of its authorized capital stock, solely for the purpose of issue upon conversion of the Warrants, such number of shares of the Common Stock as shall be issuable upon the exercise of all outstanding Warrants. All shares of Common Stock issuable upon exercise of the Warrants shall, upon issuance in accordance with the terms hereof, be duly and validly issued and fully paid and non assessable and free from all taxes, liens, encumbrances and charges with respect to the issue thereof.
Representations and Covenants by the Company. Tax-Related. The Company ratifies and reaffirms the representations on its part set forth in Section 2.3 of the Original Lease regarding the Series 1996B Bonds, which are hereby incorporated by reference herein. The Company acknowledges that the proceeds of the Series 1997 Bonds, which are being applied to refund the Series 1996A Bonds, are also treated conceptually as being applied to the purposes financed or to be financed by the proceeds of the Series 1996A Bonds, and therefore that the non-Taxable status of the Series 1997 Bonds is in part dependent on the continuing compliance, before and after the Issue Date, on the part of the Series 1996A Bonds with certain requirements and provisions of the Code. As such, the Company hereby incorporates by reference herein the representations and statements contained in Section 2.4 of the Original Lease relating to the Series 1996A Bonds, reaffirms the accuracy and completeness thereof, represents that it has complied and will comply with the representations and covenants therein, and further represents or reiterates that:
(a) The acquisition and renovation of the Existing Facilities and the acquisition and construction of the New Facilities were not commenced (within the meaning of Section 144 of the Code) prior to February 20, 1996, being the date of adoption by the Issuer of the Inducement Resolution.
(b) Ninety-five percent (95%) or more of the net proceeds (within the meaning of the Code) of the Series 1996A Bonds were intended to be, and ninety-five percent (95%) or more of such net proceeds of the Series 1997 Bonds will be, used (i) for the acquisition, construction, reconstruction or improvement of land or property of a character subject to the allowance for depreciation within the meaning of Section 144(a)(1) of the Code and (ii) to provide a "manufacturing facility" and facilities "directly related and ancillary" thereto, all within the meaning of Section 144(a)(12)(C) of the Code; provided that no proceeds expended or to be expended to pay Issuance Costs in respect of the Series 1996A Bonds or the Series 1997 Bonds were or will be counted as being within such 95%. The Company has not requested or authorized and will not request or authorize any disbursement pursuant to Section 4.1 of the Original Lease, which, if paid, resulted or would result in less than 95% of such proceeds of the Series 1996A Bonds or the Series 1997 Bonds, respectively, being so used.
(c) Not more than 25% of the net proceeds of th...
Representations and Covenants by the Company. 4.1 Except as set forth in Appendix 2 hereto, as of the date hereof, each of the Security Providers, as applicable, holds good, valid, legal, indefeasible and marketable title to the Mortgaged Properties to effect Reorganization and the Sale, and no third party has any right or interest whatsoever, whether legal or equitable, in the Mortgaged Properties.
4.2 Except for the Mortgage Agreements or as set forth in Appendix 2 hereto, the Mortgaged Properties are not affected by any encumbrances, variances, or limitations of any nature which any Group Company or Security Provider is aware of or could have ascertained on reasonable inquiry.
4.3 Unless otherwise approved by SDL, (a) at any time prior to the completion of the Sale, NewCo 3 will not conduct property development or any other business other than holding the Mortgaged Properties contributed by the Operating Company; (b) at any time after the completion of the Reorganization but prior to the completion of the Sale, WFOE 1 and WFOE 2 will not hold any assets other than the Mortgaged Properties, and all other assets, business, labor, employment or other arrangements, and any rights, obligations and liabilities associated thereto, will be retained by, relocated or assigned to NewCo 1 and NewCo 2, as applicable.
4.4 Upon and after the completion of the Reorganization but prior to the completion of the Sale, (a) NewCo 1 will be severally and jointly liable for WFOE 1’s obligations and liabilities, whether actual or contingent; (b) NewCo 2 will be severally and jointly liable for WFOE 2’s obligations and liabilities, whether actual or contingent; and (c) NewCo 3 will not be liable for any obligations and liabilities of the Operating Company, whether actual or contingent. NewCo 1 shall indemnify and hold harmless WFOE 1 against all liabilities, damages, costs and expenses arising from the Reorganization. NewCo 2 shall indemnify and hold harmless WFOE 2 against all liabilities, damages, costs and expenses arising from the Reorganization. The Operating Company shall indemnify and hold harmless NewCo 3 against all liabilities, damages, costs and expenses arising from the Reorganization.
4.5 Each of the Group Companies and Security Providers has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights, and perform its obligations, under this deed and any other documents and/or instruments necessary to effect the Transactions.
4.6 None of the Group Companies a...
Representations and Covenants by the Company. The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained:
(a) The Company is a corporation duly incorporated under the laws of the State and is validly existing in that State, is qualified to do business as a foreign corporation in all other states and jurisdictions wherein the nature of the business transacted by the Company or the nature of the property owned or leased by it makes such licensing or qualification necessary, has power to enter into and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts with or results in a breach of any of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement other than the Indenture.
(c) There have been issued and there are now outstanding and unpaid under the Prior Indenture the Prior Bonds in an aggregate principal amount of $55,000,000.
(d) The Prior Agreement and Prior Indenture are in full force and effect, without amendment or supplement thereto.
(e) No event has occurred and is continuing under the provisions of the Prior Agreement or Prior Indenture which event now constitutes, or with the lapse of time or the giving of notice, or both, would constitute an event of default under such prior documents.
(f) There will be deposited with the Prior Trustee moneys and securities, including the net proceeds of the Bonds, in amounts sufficient to pay the principal of, premium and accrued interest on all of the outstanding and unpaid Prior Bonds on the dates fixed for redemption.
(g) The statements, information and descriptions contained in the Project and Refunding Certificate, as of the date hereof and at the time of the delivery of the Bonds to the initial purchasers thereof, are and will be true, correct and complete, do not and will not contain any untrue statement or misleading statement of a material fact, and do not and will not omit to state a material fact required t...
Representations and Covenants by the Company. The Company makes the following covenants and representations as the basis for the undertakings on its part herein contained:
(a) Each entity constituting the Company is a limited liability company, duly organized and existing under the laws of the State, and is duly authorized and qualified to do business in the State, with lawful power and authority to enter into this Lease, acting by and through its duly authorized manager or managers.
(b) Each entity constituting the Company shall (i) maintain and preserve its existence as a limited liability company and its authority to do business in the State and to operate the Project; and (ii) shall not initiate any proceedings of any kind whatsoever to dissolve or liquidate without (A) securing the prior written consent thereto of the Issuer and the Owners of all of the Outstanding Bonds and (B) making provision for the payment in full of the principal of and interest on the Bonds.
(c) To the Company’s knowledge, neither the execution and/or delivery of this Lease, the consummation of the transactions contemplated hereby or by the Indenture, nor the fulfillment of or compliance with the terms and conditions of this Lease contravenes in any material respect any provision of its articles of organization or its operating agreement, or conflicts in any material respect with or results in a material breach of the terms, conditions or provisions of any mortgage, debt, agreement, indenture or instrument to which the Company is a party or by which it is bound, or to which it or any of its properties is subject, or would constitute a material default (without regard to any required notice or the passage of any period of time) under any of the foregoing, or would result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company under the terms of any mortgage, debt, agreement, indenture or instrument, or violates in any material respect any existing law, administrative regulation or court order or consent decree to which the Company is subject.
(d) This Lease constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms.
(e) The Company agrees to operate and will operate the Project, or cause the Project to be operated, as a “facility,” as that term is contemplated in the Act, from the date of the Issuer’s acquisition of its interest in the Project to the end of the Term.
(f) The estimated total cost of the Project to be fin...
Representations and Covenants by the Company. The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a corporation, validly existing and in good standing, under the laws of the State of South Carolina. The Operating Company has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company, validly existing and in good standing, under the laws of the State of South Carolina. The Landlord has the power to enter into this Agreement, and by proper action has been duly authorized to execute and deliver this Agreement.
(c) The Company’s tax year for federal income tax purposes begins January 1 and ends the following December 31.
(d) This Agreement constitutes a valid and binding commitment of the Company and the authorization, execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or constitute a breach of, or a default under, (i) any existing law, court or administrative regulation, decree, or order, or (ii) any material agreement, mortgage, lease or other instrument, to which the Company is subject or by which it or its properties are bound which would have a material adverse effect on the Company’s ability to perform its obligations hereunder. The Company has obtained, or will obtain or cause to be obtained in due course, all governmental and third party consents, licenses and permits deemed by Company to be necessary or desirable for the acquisition, construction and operation of the Project as contemplated hereby, and will maintain all such consents, permits and licenses in full force and effect.
(e) No event has occurred and no condition currently exists with respect to the Company which would constitute a Default or an “Event of Default” as defined herein.
(f) The Company intends to operate the Project as a manufacturing facility in the County and for such other purposes permitted under the Act as the Company may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act.
(g) The execution and delivery of this Agreement by the County has been instrumental in inducing the Company to locate the Project in the County and in the State.
(h) To the best of the Company’s knowledge, no actions, suits, proceedings, inquiries or investigations are pending or threatened agains...
