Common use of Representations and Covenants by the Issuer Clause in Contracts

Representations and Covenants by the Issuer. The Issuer makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Issuer is a duly organized and existing political subdivision of the State. (b) The Issuer has issued and there are now outstanding and unpaid under the Prior Indenture the Prior Bonds in an aggregate principal amount of $55,000,000. (c) The Prior Agreement and Prior Indenture are in full force and effect, without amendment or supplement thereto. (d) 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 any of such prior documents. (e) To provide for the refunding of the Prior Bonds, the Issuer proposes to issue the Bonds in the amount and having the terms and conditions specified in Article II of the Indenture. (f) The Bonds are to be issued under and secured by the Indenture, pursuant to which certain of the Issuer's interests in this Agreement and the respective Revenues derived by the Issuer pursuant to this Agreement will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (g) The Governing Body of the Issuer has found that the refunding of the Prior Bonds will further the public purposes of the Act. (h) Simultaneously with the execution and delivery of this Agreement and the Indenture and the issuance of the Bonds, there have been deposited with the Prior Trustee the net proceeds of the Bonds (other than accrued interest thereon, if any), which will be used to pay the principal of the outstanding and unpaid Prior Bonds. (i) The Issuer has not assigned and will not assign its interest in this Agreement other than to secure the Bonds. (j) No member of the Board of Commissioners or of the County Council of the Issuer, nor any other officer or member of the Issuer and its Economic Development Commission, has any interest, financial, employment or other, in the Company or in the transactions contemplated hereby. (k) 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 the terms, conditions or provisions of any restriction or any agreement or instrument to which the Issuer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (l) When executed by the Board of Commissioners of the Issuer, this Agreement will constitute a valid, binding and enforceable obligation of the Issuer.

Representations and Covenants by the Issuer. The Issuer makes the following representations and covenants covenants, as applicable, as the basis for the undertakings on its part herein contained: (a) The Issuer is a public corporation of the State, duly organized created and existing political subdivision under the Constitution and laws of the State. (b) The Under the provisions of the Act and proceedings of the Issuer, the Issuer has issued the power and there are now outstanding authority to enter into the transactions contemplated by, and unpaid under to execute and deliver, this Agreement, the Prior Tax Agreement, the Indenture and the Prior Bonds in an aggregate principal amount of $55,000,000and to carry out its obligations hereunder and thereunder. (c) The Prior Agreement and Prior Indenture are in full force and effect, without amendment or supplement thereto. (d) 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 any of such prior documents. (e) To provide for the refunding of the Prior Bonds, the Issuer proposes to issue the Bonds in the amount and having the terms and conditions specified in Article II of the Indenture. (f) The Bonds are to be issued under and secured by the Indenture, pursuant to which certain of the Issuer's interests in this Agreement and the respective Revenues derived by the Issuer pursuant to this Agreement will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (g) The Governing Body of the Issuer has found that the refunding of the Prior Bonds will further the public purposes of the Act. (h) Simultaneously with the execution and delivery of this Agreement and the Indenture and the issuance of the Bonds, there have been deposited with the Prior Trustee the net proceeds of the Bonds (other than accrued interest thereon, if any), which will be used to pay the principal of the outstanding and unpaid Prior Bonds. (i) The Issuer has not assigned and will not assign its interest in this Agreement other than to secure the Bonds. (j) No member of the Board of Commissioners or of the County Council of the Issuer, nor any other officer or member of the Issuer and its Economic Development Commission, has any interest, financial, employment or other, in the Company or in the transactions contemplated hereby. (k) Neither the execution and delivery of this Agreement, the Indenture, the Tax Agreement and the Bonds, the consummation of the transactions contemplated hereby, hereby or thereby nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Indenture, the Tax Agreement and the Bonds conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Issuer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (ld) When executed by The Bonds are to be issued under the Board of Commissioners Indenture and the payment of the Issuerprincipal of, premium, if any, and interest on the Bonds are to be secured under the Indenture by an assignment and pledge to the Trustee of all Revenues (other than amounts payable to the Issuer pursuant to Sections 5.4, 5.11 and 6.4 hereof) and all right, title and interest of the Issuer in and to this Agreement (except as provided herein). (e) The Issuer has not assigned or pledged and will constitute a validnot assign or pledge its right, binding title or interest in or to this Agreement, other than to secure the Bonds and enforceable obligation as otherwise provided in the Indenture. (f) No director, officer, agent or employee of the IssuerIssuer has, directly or indirectly, any financial interest in any property to be included in or any contract for property, services or materials to be furnished or used in connection with the Project.

Representations and Covenants by the Issuer. The Issuer makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Issuer It is a municipal corporation duly organized incorporated and existing political subdivision as a city of the second class under the constitution and laws of the State. Under the provisions of the Act and the Ordinance, the Issuer has the power to enter into and perform the transactions contemplated by this Lease and the Indenture and to carry out its obligations hereunder and thereunder. (b) The Issuer has issued and there are now outstanding and unpaid under It will submit to the Prior Indenture Internal Revenue Service in accordance with Section 149 of the Prior Bonds in an aggregate principal amount of $55,000,000Code a completed Internal Revenue Service Form 8038 or other similar form provided by the Internal Revenue Service with respect to the Series 2012A Bonds. (c) The Prior Agreement It has not, in whole or in part, assigned, leased, hypothecated or otherwise created any other interest in, or disposed of, or caused or permitted any lien, claim or encumbrance to be placed against, the Project, except for this Lease, the assignment of this Lease to the Trustee, any Permitted Encumbrances, any Impositions, and Prior Indenture are in full force and effect, without amendment or supplement theretothe pledge of the Project pursuant to the Indenture. (d) No event has occurred Except as otherwise provided herein or in the Indenture, it will not during the Term, in whole or in part, assign, lease, hypothecate or otherwise create any other interest in, or dispose of, or cause or permit any lien, claim or encumbrance to be placed against, the Project, except Permitted Encumbrances, this Lease, any Impositions and is continuing under the provisions pledge of the Prior Agreement or Prior Indenture which event now constitutes, or with Project pursuant to the lapse of time or the giving of notice, or both, would constitute an event of default under any of such prior documentsIndenture. (e) To provide for It has pledged the refunding Project and the net rentals therefrom generated under the Lease to payment of the Prior Bonds, the Issuer proposes to issue the Bonds in the amount and having the terms and conditions specified in Article II of the Indenture. (f) The Bonds are to be issued under and secured manner prescribed by the Indenture, pursuant to which certain of the Issuer's interests in this Agreement and the respective Revenues derived by the Issuer pursuant to this Agreement will be pledged and assigned to the Trustee as security for payment of the principal of, premium, if anyAct, and interest on the Bonds. (g) The Governing Body of the Issuer has found that the refunding of the Prior Bonds will further the public purposes of the Act. (h) Simultaneously with duly authorized the execution and delivery of this Agreement Lease and the Indenture and the issuance issuance, sale and delivery of the Bonds, there have been deposited with the Prior Trustee the net proceeds of the Bonds (other than accrued interest thereon, if any), which will be used to pay the principal of the outstanding and unpaid Prior Series 2012A Bonds. (if) The Issuer It has not assigned and will not assign its interest in this Agreement other than notified or obtained the consent to secure the Bonds. (j) No member and/or approval of the Board of Commissioners or issuance of the County Council Series 2012A Bonds by each municipal corporation and political subdivision the notification, consent or approval of which is required by the provisions of the Issuer, nor any other officer or member of Act and the Issuer and its Economic Development Commission, has any interest, financial, employment or other, in the Company or in the transactions contemplated herebyCode. (k) 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 the terms, conditions or provisions of any restriction or any agreement or instrument to which the Issuer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (l) When executed by the Board of Commissioners of the Issuer, this Agreement will constitute a valid, binding and enforceable obligation of the Issuer.