Representations and Warranties by the Authority. The Authority represents and warrants as follows:
(a) The Authority is a body corporate and politic, constituting a public benefit corporation, established and existing under the laws of the State of New York;
(b) The Authority has full power and authority to execute and deliver the Bonds, this Participation Agreement, the Tax Regulatory Agreement, the Indenture, the Bond Purchase Trust Agreement and to consummate the transactions contemplated hereby and thereby and perform its obligations hereunder and thereunder;
(c) The Authority is not in violation of or in default under any of the provisions of the laws or the Constitution of the State of New York which would affect its existence or its powers referred to in the preceding paragraph (b);
(d) The Authority has determined that its participation in the Project and the refunding of the Prior Bonds, as contemplated by this Participation Agreement, is in the public interest;
(e) The Authority has duly authorized the execution and delivery of this Participation Agreement, the Indenture, the Tax Regulatory Agreement and the Bond Purchase Trust Agreement and the execution and delivery of the other documents incidental to this transaction and all necessary authorizations therefor or in connection with the performance by the Authority of its obligations hereunder or thereunder have been obtained and are in full force and effect; and
(f) The execution and delivery by the Authority of the Bonds, this Participation Agreement, the Tax Regulatory Agreement, the Indenture, the Bond Purchase Trust Agreement and the other documents incidental to this transaction and the consummation of the transactions herein or therein contemplated will not violate or cause a default under any indenture, mortgage, loan agreement or other contract or instrument to which the Authority is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Authority.
Representations and Warranties by the Authority. The Authority represents and warrants that: The Authority is an urban renewal authority duly organized and existing under the Act. Under the provisions of the Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. The activities of the Authority in the redevelopment of the Property are undertaken for the purpose of eliminating and preventing the development or spread of blight. The Urban Renewal Plan has been validly adopted in accordance with the Act and is in full force and effect and has not been repealed. The Authority knows of no litigation or threatened litigation, proceeding or investigation contesting the powers of the Authority or its officials with respect to the redevelopment of the Property, this Agreement or the Public Improvements.
Representations and Warranties by the Authority. Section 2.02. Representations and Warranties by the Company
Representations and Warranties by the Authority. The Authority represents and warrants to, and agrees with the Dealer Manager that, as of the date hereof and through and including the Settlement Date (as defined in the Invitation):
(a) The Authority is a joint powers agency duly organized and validly existing under the laws of the State of California.
(b) The Authority has the requisite power and authority and has duly taken all necessary action to authorize the making and consummation of the Tender Program (including the issuance and delivery of the 2024-A Bonds or other provisions for the purchase of the Target Bonds), and this Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, the Authority, enforceable in accordance with its terms (except as the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting relief of debtors, creditors’ rights or remedies and to general principles of equity).
(c) When issued, the Tender Documents comply, and as amended or supplemented, if amended or supplemented will comply, in all material respects with all applicable requirements of the federal securities laws; and the Tender Documents do not and (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (but in each case excluding information in the 2024-A Bonds POS under the caption “UNDERWRITING” and information concerning DTC, Cede & Co., and the book-entry system (collectively, the “Excluded Information”), as to which no representation is made). In addition, if any event occurs as a result of which it shall be necessary to amend or supplement any Tender Documents in order to correct any untrue statement of a material fact contained therein or omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority shall, promptly upon becoming aware of any such event, advise the Dealer Manager of such event and, as promptly as practicable under the circumstances, prepare and furnish copies of such amendments or supplements of any such Tender Documents to the Dealer Manager, so that the statements in such Tender Documents, as so amended or supplemented, wi...
Representations and Warranties by the Authority. The Authority makes the following representations and warranties as the basis for the undertakings on its part herein contained:
Representations and Warranties by the Authority. 11 Section 2.02 Representations, Warranties and Covenants by the Borrower.............................11
Representations and Warranties by the Authority. II-1 Section 2.02. Representations, Warranties and Covenants by the Borrower.......................................................II-1 ARTICLE III CONSTRUCTION OF THE PROJECT; ISSUANCE OF THE BONDS; LETTER OF CREDIT
Representations and Warranties by the Authority. The Authority makes the following representations and warranties to Lessee as of the date of delivery hereof and as of the Commencement Date: (a) The Authority is a hospital authority,duly organized and validly existing under the Act.
Representations and Warranties by the Authority. The Authority makes the following representations and warranties:
(a) The Authority is a joint exercise of powers agency that is duly organized under the JPA Agreement and in good standing under the laws of the State of California, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions that are contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery and due performance of this Installment Purchase Agreement.
(b) The execution and delivery of this Installment Purchase Agreement and the consummation of the transactions herein contemplated will not violate any provision of law, any order of any court or other agency of government, or any indenture, material agreement or other instrument to which the Authority is now a party or by which it or any of its properties or assets is bound, or be in conflict with, result in a breach of or constitute a default (with due notice or the passage of time or both) under any such indenture, agreement or other instrument, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority.
Representations and Warranties by the Authority. The Authority makes the following representations and warranties:
(a) The Authority is a joint exercise of powers authority duly organized and in good standing under the laws of the State of California, has full legal right, power and authority to enter into this Installment Purchase Agreement and to carry out and consummate all transactions contemplated by this Installment Purchase Agreement and by proper action has duly authorized the execution and delivery and due performance of this Installment Purchase Agreement.
(b) The execution and delivery of this Installment Purchase Agreement and the consummation of the transactions herein contemplated will not violate any provision of law, any order of any court or other agency of government, or any indenture, material agreement or other instrument to which the Authority is now a party or by which it or any of its properties or assets is bound, or be in conflict with, result in a breach of or constitute a default (with due notice or the passage of time or both) under any such indenture, agreement or other instrument, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority.
