Representations and Covenants of Issuer. The Issuer represents that (a) it is duly organized and validly existing under the Constitution and laws of the State, including the Act; (b) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the Bonds and the execution and delivery of this Agreement, the Indenture and the Tax Regulatory Agreement; (c) it is not in violation of or in conflict with any provisions of the laws of the State which would impair its ability to carry out its obligations contained in this Agreement, the Indenture or the Tax Regulatory Agreement; (d) it is empowered to enter into the transactions contemplated by this Agreement, the Indenture and the Tax Regulatory Agreement; (e) it has duly authorized the execution, delivery and performance of this Agreement, the Indenture and the Tax Regulatory Agreement; (f) to the best of its knowledge and belief, based upon the application submitted by the Company, and other representations made, information presented and testimony given by the Company, the Bonds will further the public purposes of the Act and of the Issuer; and (g) it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement, the Indenture and the Tax Regulatory Agreement by any successor public body.
Representations and Covenants of Issuer. 26 Section 3.01. Payment of Principal and Interest................................................26 Section 3.02. Maintenance of Office or Agency..................................................26 Section 3.03. Money for Note Payments to Be Held in Trust......................................26 Section 3.04. Existence........................................................................27
Representations and Covenants of Issuer. (a) The Company hereby represents to the Holder as follows:
(i) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida.
(ii) The Company has the corporate power and authority to execute and deliver this Warrant and to perform the terms hereof, including the issuance of shares of Common Stock issuable upon exercise hereof. The Company has taken all action necessary to authorize the execution, delivery and performance of this Warrant and the issuance of the shares of Common Stock issuable upon exercise hereof. This Warrant has been duly authorized and executed by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally.
(b) The Company covenants and agrees that all shares of Common Stock which may be issued upon the exercise of this Warrant will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and charges (other than taxes in respect of any transfer occurring contemporaneously with such issuance). MARINE BANCSHARES, INC. STOCK PURCHASE WARRANT DATED ___________, 1998 Page 5
Representations and Covenants of Issuer. 15 Section 3.1. Payment of Principal and Interest .................................. 15 Section 3.2. Maintenance of Office or Agency ..................................
Representations and Covenants of Issuer. Section 3.01.
Representations and Covenants of Issuer. Section 3.01. Payment of Principal and Interest Section 3.02. Maintenance of Office or Agency
Representations and Covenants of Issuer. The Issuer makes the following representations and covenants as the basis for the undertakings on its part herein contained:
(1) The Issuer is duly established and validly existing under the provisions of the Act and has full legal right, power and authority to execute, deliver and perform each of the Issuer Documents and the other documents contemplated thereby. Each of the Issuer Documents and the other documents contemplated thereby have been duly authorized, executed and delivered by the Issuer.
(2) To finance certain of the Costs of the Facility, the Issuer will issue the Bonds in the aggregate principal amount of $4,500,000. The Bonds will be issued, mature, bear interest, be redeemable and have other terms and provisions as provided for in the Indenture.
(3) By resolution adopted on November 28, 2000 the Issuer determined that, based upon the review by the Issuer of the materials submitted and the representations made by the Institution relating to the Facility, the construction, improvement, installation and financing of the Facility would not have a "significant impact" or "significant effect" on the environment within the meaning of Article 8 of the Environmental Conservation Law of the State of New York ("SEQRA") and the regulations of the Department of Environmental Conservation of the State of New York thereunder (the "DEC Regulations").
(4) Neither the execution and delivery of any of the Issuer Documents and the other documents contemplated thereby or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the Issuer Documents and the other documents contemplated thereby, will conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of the Act, or of the Issuer's Certificate of Establishment or By-laws, as amended, or of any corporate restriction or any agreement or instrument to which the Issuer is a party or by which it is bound, or result in the creation or imposition of any Lien of any nature upon any of the Property of the Issuer under the terms of the Act or any such Certificate of Establishment, By-laws, restriction, agreement or instrument, except for Permitted Encumbrances.
(5) Each of the Issuer Documents and the other documents contemplated thereby constitutes a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms.
Representations and Covenants of Issuer. 6 Section 2.02. Representations and Covenants of Company .................................................. 7 ARTICLE III
Representations and Covenants of Issuer. As an inducement to the other parties to enter into this Bond Purchase Agreement, the Issuer represents, warrants and covenants as follows:
(a) The Issuer is a public body corporate and politic organized and existing under the laws of the State of Nebraska.
(b) The Issuer’s final authorizing resolution with respect to the Bonds, adopted on , 2020 (the “Authorizing Resolution”), was duly adopted by the Issuer’s governing body at a meeting duly called and held in open session pursuant to the laws of the State of Nebraska and the rules of procedure of the Issuer. Such Authorizing Resolution has not been amended, repealed, rescinded or revoked.
(c) The Chair of the Issuer is authorized for and in the name of the Issuer to execute, deliver and perform the obligations of the Issuer under this Bond Purchase Agreement, the Indenture and the Loan Agreement (collectively, the “Issuer Documents”), and to execute, deliver, file or record such other incidental papers, documents and instruments as shall be necessary to carry out the intention and purposes of the Issuer Documents and the Issuer’s Authorizing Resolution.
(d) The execution, delivery and performance of this Bond Purchase Agreement and the other Issuer Documents will not, to the Issuer’s knowledge conflict with or constitute a breach of or default under any commitment, agreement or instrument to which the Issuer is a party or by which it is bound.
(e) There is no litigation, administrative proceeding or investigation pending (nor, to the knowledge of the Issuer, is any such action threatened) which in any way affects, contests, questions or seeks to restrain or enjoin any of the following: (i) the powers of the Issuer referenced in paragraph (c) above or the Issuer’s Authorizing Resolution; (ii) any of the proceedings held or actions taken by the Issuer leading up to the issuance of the Bonds or the execution, delivery or performance of this Bond Purchase Agreement by the Issuer; (iii) the delivery, validity, or enforceability of the Bonds or any of the other Issuer Documents against the Issuer; (iv) the existence of the
Representations and Covenants of Issuer. Section 8.01. Payment of Principal and Interest............................ 67 Section 8.02. Maintenance of Office or Agency.............................. 67 Section 8.03. Unclaimed Funds.............................................. 67 Section 8.04. Corporate Existence.......................................... 68 Section 8.05. Protection of Trust Estate................................... 68 Section 8.06. Representations and Covenants of Issuer...................... 69 Section 8.07. Negative Covenants. ......................................... 71 Section 8.08. Issuer May Consolidate, Etc., Only on Certain Terms.......... 72 Section 8.09.
