Representations and Covenants of the Issuer. The Issuer hereby represents and warrants to the Company as of the Closing Date and as of each Contribution Date:
Representations and Covenants of the Issuer. The Issuer represents that it is duly organized and existing under the Act, that it has duly accomplished all conditions precedent necessary to be accomplished by it prior to issuance and delivery of the Bonds and execution and delivery of this Agreement and the Indenture, that it is not in default under any of the provisions contained in the laws of the State or any agreement to which it is a party in any manner which would impair its ability to carry out its obligations hereunder, that it has power to enter into and perform the transactions contemplated by this Agreement and the Indenture, that it has been duly authorized to execute, deliver and perform this Agreement and the Indenture, and that it will not voluntarily take any action that would adversely affect its existence. The Issuer will not knowingly take any affirmative action or omit to take any action within its control, which act or omission will adversely affect the exclusion from gross income for federal income tax purposes of interest paid on the Bonds, and in the event it should unknowingly do so or omit to do so, will promptly upon having such event brought to its attention take such reasonable actions as may rescind or otherwise negate its unknowing action or omission.
Representations and Covenants of the Issuer. Section 6.1. General Limitation; Issuer's Representation.
Section 6.2. Payment of Bonds and Performance of Covenants. Section 6.3.Enforcement of the Loan Agreement.
Representations and Covenants of the Issuer. SECTION 6.01 NONCONSOLIDATION..................................10 SECTION 6.02 NO BANKRUPTCY PETITION AGAINST THE COMPANY........10 ARTICLE VII. SUBSTITUTION
Representations and Covenants of the Issuer. (a) The Issuer represents and covenants that:
(1) The Issuer is a public body corporate and politic constituting an instrumentality of the State duly organized and existing under the laws of the State. Under the provisions of the Act, the Issuer is authorized to enter into the transactions contemplated by this Loan Agreement and the Indenture and to carry out its obligations hereunder and thereunder. The Issuer has been duly authorized to execute and deliver this Agreement and the Indenture.
(2) The Issuer covenants that it will not pledge the amounts derived from this Loan Agreement other than as contemplated by the Indenture.
(b) All covenants, stipulations, promises, agreements and obligations of the Issuer set forth herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Issuer and not of any member, officer or employee of the Issuer in his or her individual capacity, and no recourse shall be had for the payment of the principal or redemption price of or interest on the Bonds or for any claim based thereon or hereunder against any member, officer or employee of the Issuer or any person executing the Bonds.
Representations and Covenants of the 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 the Issuer. (a) As of the date of issuance of the Series 2017 Bonds, the Issuer made the following representations and covenants as the basis for the undertakings on its part contained in the Original Loan Agreement:
(i) The Issuer is a municipal corporation and political subdivision validly existing under the laws of the State.
(ii) Based upon representations of the Company as to the utilization of the 2017 Facility, the 2017 Facility will constitute "economic development facilities" as defined in the Act, is consistent with the purposes of the Act, will create additional employment opportunities in the City of Terre Haute, Indiana, and will benefit the health, safety, morals and general welfare of the citizens of the Issuer and the State.
(iii) The 2017 Project, and the financing thereof by the Issuer, are consistent with the purposes of the Act.
(iv) The Issuer has the necessary power under the Act and has duly taken all action on its part required to execute and deliver the 2017 Issuer Documents, to undertake the transactions contemplated by the 2017 Issuer Documents to finance the 2017 Project and to carry out its obligations under the Original Loan Agreement and thereunder, including the assignment of certain of its rights under the Original Loan Agreement to the Trustee.
(v) Neither the execution and delivery of the 2017 Issuer Documents, the consummation of the transactions contemplated by the Original Loan Agreement or thereby nor the fulfillment of or compliance with the provision of the 2017 Issuer Documents will conflict with or result in a breach by the Issuer of any of the terms, conditions or provisions of the Act or any restriction, agreement, instrument, order or judgment to which the Issuer is a party or by which it is bound, or will constitute a default by the Issuer under any of the foregoing.
(vi) Pursuant to the 2017 Bond Ordinance, the Issuer has duly authorized the execution and, delivery of the 2017 Issuer Documents and the issuance and sale of the Series 2017 Bonds. The Issuer also has duly authorized the execution, delivery and performance of the 2017 Bond Purchase Agreement and has approved the Section entitled the “ISSUER” and the Section entitled “LITIGATION – The Issuer” in the 2017 Limited Offering Memorandum.
(vii) When duly executed and delivered on behalf of the Issuer, and assuming the due authorization, execution and delivery by the other parties thereto, each of the 2017 Issuer Documents shall constitute a valid and binding obliga...
Representations and Covenants of the Issuer. Section 3.01. Representations and Warranties of the Issuer....................25 Section 3.02. Affirmative Covenants of the Issuer.............................28 Section 3.03. Negative Covenants of the Issuer................................30 Section 3.04. Protection of Pledged Assets....................................31 Section 3.05. Opinions as to Pledged Assets...................................32 Section 3.06. Obligations Regarding Servicing of Receivables..................32 Section 3.07 Separate Corporate Existence of the Issuer......................33 TABLE OF CONTENTS (Continued)
Representations and Covenants of the Issuer. The Issuer represents and covenants that all Warrant Exercised Units will, when issued, be validly issued, fully paid and nonassessable (except to the extent such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act). Upon the exercise of this Warrant, the issuance of the Warrant Exercised Units will not be subject to any preemptive or similar rights, other than pursuant to Section 5.8 of the Fifth A/R Partnership Agreement, if applicable.
Representations and Covenants of the Issuer. Section 3.01. Representations and Warranties of the Issuer 26 Section 3.02. Affirmative Covenants of the Issuer 29
