Common use of Representations and Warranties of the School District Clause in Contracts

Representations and Warranties of the School District. The School District represents and warrants to the Authority and to the Underwriter as follows: (a) The School District is a duly organized and validly existing school district under the laws of the State of New York. (b) The School District has all requisite legal right, power and authority to (i) execute and deliver the Financing Agreement and each of the Exhibits thereto including, but not limited to, the School District Bonds to be delivered in connection therewith (the “School District Bonds”) (collectively, the “Financing Agreement”) and to perform its obligations thereunder and to execute and deliver the Letter of Representation and to perform its obligations hereunder, (ii) consummate the transactions to which it is or is to be a party as contemplated by the Resolutions, the Financing Agreement, the Official Statement and the Letter of Representation, and (iii) acquire, construct, own, operate, repair and maintain the Project. In addition, the School District has reviewed the Bond Purchase Agreement and hereby acknowledges the terms and conditions contained therein, including specifically the conditions to closing, and hereby agrees, to use its best efforts to provide the Authority, the Underwriter and Bond Counsel with any information or documentation necessary for the Authority, the Underwriter or Bond Counsel to satisfy said conditions. (c) The School District has duly authorized by all necessary actions: (x) the execution and delivery of the Letter of Representation and the Financing Agreement, (y) the performance of its obligations thereunder and (z) the consummation of the transactions to which the School District is or is to be a party as contemplated by the Resolutions, the Financing Agreement, the Official Statement, the Bond Purchase Agreement, the Letter of Representation and the Bonds. Such authorized acts: (i) do not and will not in any material respect conflict with or constitute on the part of the School District a breach of or default under (A) any agreement or other instrument to which the School District is a party or by or to which it or its revenues, properties, assets or operations are bound or subject or (B) any existing law, administrative regulation, judgment, order, decree or ruling by or to which it or its revenues, properties, assets or operations are bound or subject; and (ii) except as contemplated in the Resolutions and the Financing Agreement, will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the School District revenues, properties, assets or operations. (d) The Letter of Representation and the Financing Agreement, when executed and delivered by the School District, constitute, legal, valid and binding obligations of the School District, enforceable in accordance with their respective terms except as they may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights and general equitable principles. (e) When issued and delivered, the School District Bonds will constitute validly issued, legally binding general obligations of the School District secured by a pledge of the faith and credit of the School District and all the real property within the School District which is subject to taxation by the School District is subject to the levy of ad valorem taxes (without limitation as to rate or amount) to pay the principal of and interest on the School District Bonds; provided, however, that the enforceability (but not the validity) of the School District Bonds may be limited by bankruptcy, insolvency, or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. (f) The School District Resolution has been duly adopted by the School District and remains in full force and effect as of the date of execution hereof. The legal notice of estoppel of the School District Resolution has been published and 20 days have elapsed since the date of publication thereof. (g) The information relating to the School District and contained in Appendix C of the Preliminary Official Statement and the Official Statement has been duly authorized for inclusion in such documents by all necessary actions on the part of the School District. With respect to the information described above in the Official Statement and the Preliminary Official Statement, at the date hereof, the Official Statement is, and the Preliminary Official Statement as of its date was, true and correct in all material respects for the purposes for which their respective uses are or were authorized and the Official Statement does not, and the Preliminary Official Statement as of its date did not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The School District hereby authorizes the use by the Underwriter of such information (including the use by the Underwriter prior to the date hereof of such information contained in the Preliminary Official Statement), and the Financing Agreement in connection with the offering and sale of the Bonds. (h) The School District confirms that copies of its most recent audited financial statement have been filed with at least one nationally recognized municipal securities repository. (i) All consents, approvals, authorizations or orders of, or filings, registrations or declarations with, any court, governmental authority, legislative body, board, agency or commission which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the School District of its obligations under the Financing Agreement, the School District Bonds or the Letter of Representation or the consummation of the transactions to which the School District is or is to be a party as contemplated by the Resolutions, the Financing Agreement, the School District Bonds, the Official Statement, the Bond Purchase Agreement, the Letter of Representation and the Bonds, which are required to be obtained by the School District, have been duly obtained and are in full force and effect except for (i) approvals, recordings and filings to be done or obtained at or prior to the time of the Closing and (ii) such approvals, consents and other actions as may be required under Federal or the blue sky or other securities laws of any state or other jurisdiction of the United States in connection with the offering and sale of the Bonds. (j) The School District is not in breach of or in default under any agreement or other instrument to which the School District is a party or by or to which it or its revenues, properties, assets or operations are bound or subject or any existing administrative regulation, judgment, order, decree, ruling or other law by or to which it or its revenues, properties, assets or operations are bound or subject, which breach or default is materially adverse to the transactions contemplated hereby and by the Resolutions, the Financing Agreement, the School District Bonds, the Official Statement and the Bonds; and no event has occurred and is continuing that with the passage of time or the giving of notice, or both, would constitute, under any such instrument, such a breach or default material to such transactions. (k) Except as specifically set forth in the Official Statement, no action, suit, proceeding or investigation, in equity or at law, before or by any court or governmental agency or body, is pending against School District or to the best knowledge of the School District, against any other person or threatened: (i) that reasonably might (A) result in material liability on the part of the School District or (B) materially and adversely affect the construction, operation, condition or feasibility of the Project; or (ii) wherein an adverse decision, ruling or finding might adversely affect (A) the transactions contemplated by the Bond Purchase Agreement, the Financing Agreement or the Letter of Representation or (B) the validity or enforceability of the Financing Agreement, the School District Bonds, the Bond Purchase Agreement, the Letter of Representation or any agreement or instrument to which the School District is a party and which is used or is contemplated for use in the consummation of the transactions contemplated hereby and by the Resolutions, the Financing Agreement, the Official Statement and the Bonds. (l) Since the end of the most recent fiscal year for which audited financial statements have been delivered to the Authority and the Underwriter, no material adverse change has occurred in the financial position of the School District or in its results of operations, except as set forth in or contemplated by the Preliminary Official Statement and the Official Statement, nor has the School District, since such date, incurred any material liabilities other than in the ordinary course of business or as set forth or contemplated in the Preliminary Official Statement and the Official Statement. (m) The School District’s audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods concerned (except as otherwise disclosed in the notes to such financial statements) and fairly present the financial position and results of operations of the School District at the respective dates and for the respective period indicated therein. (n) The information provided by the School District in response to the Tax Questionnaire provided by the Authority’s bond counsel is accurate and complete as of the date hereof. (o) Except as described in the Preliminary Official Statement and the Official Statement, the School District has in the previous five years complied, in all material respects, with any previous undertakings pursuant to Rule 15c2-12. Any certificate signed by any officer of the School District and delivered to the Underwriter pursuant hereto or to the Bond Purchase Agreement shall be deemed to be a representation and warranty by the School District as to the statements made therein with the same effect as if such representations and warranty were set forth herein.

Representations and Warranties of the School District. The School District represents and warrants to the Authority and to the Underwriter as follows: (a) The School District is a duly organized and validly existing school district under the laws of the State of New York. (b) The School District has all requisite legal right, power and authority to (i) execute and deliver the Financing Agreement and each of the Exhibits thereto including, but not limited to, the School District Bonds to be delivered in connection therewith (the “School District Bonds”) (collectively, the “Financing Agreement”) and to perform its obligations thereunder and to execute and deliver the Letter of Representation and to perform its obligations hereunder, (ii) consummate the transactions to which it is or is to be a party as contemplated by the Resolutions, the Financing Agreement, the Official Statement and the Letter of Representation, and (iii) acquire, construct, own, operate, repair and maintain the Project. In addition, the School District has reviewed the Bond Purchase Agreement and hereby acknowledges the terms and conditions contained therein, including specifically the conditions to closing, and hereby agrees, to use its best efforts to provide the Authority, the Underwriter and Bond Counsel with any information or documentation necessary for the Authority, the Underwriter or Bond Counsel to satisfy said conditions. (c) The School District has duly authorized by all necessary actions: (x) the execution and delivery of the Letter of Representation and the Financing Agreement, Agreement (y) the performance of its obligations thereunder and (z) the consummation of the transactions to which the School District is or is to be a party as contemplated by the Resolutions, the Financing Agreement, the Official Statement, the Bond Purchase Agreement, the Letter of Representation Representation, and the Bonds. Such authorized acts: (i) do not and will not in any material respect conflict with or constitute on the part of the School District a breach of or default under (A) any agreement or other instrument to which the School District is a party or by or to which it or its revenues, properties, assets or operations are bound or subject or (B) any existing law, administrative regulation, judgment, order, decree or ruling by or to which it or its revenues, properties, assets or operations are bound or subject; and (ii) except as contemplated in the Resolutions and the Financing Agreement, will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the School District revenues, properties, assets or operations. (d) The Letter of Representation and the Financing Agreement, when executed and delivered by the School District, constitute, legal, valid and binding obligations of the School District, enforceable in accordance with their respective terms except as they may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights and general equitable principles. (e) When issued and delivered, the School District Bonds will constitute validly issued, legally binding general obligations of the School District secured by a pledge of the faith and credit of the School District and all the real property within the School District which is subject to taxation by the School District is subject to the levy of ad valorem taxes (without limitation as to rate or amount) to pay the principal of and interest on the School District Bonds; provided, however, that the enforceability (but not the validity) of the School District Bonds may be limited by bankruptcy, insolvency, or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. (f) The School District Resolution has been duly adopted by the School District and remains in full force and effect as of the date of execution hereof. The legal notice of estoppel estoppels of the School District Resolution has been published and 20 days have elapsed since the date of publication thereof. (g) The information relating to the School District and contained in Appendix C of the Preliminary Official Statement and the Official Statement has been duly authorized for inclusion in such documents by all necessary actions on the part of the School District. With respect to the information described above in the Official Statement and the Preliminary Official Statement, at the date hereof, the Official Statement is, and the Preliminary Official Statement as of its date was, true and correct in all material respects for the purposes for which their respective uses are or were authorized and the Official Statement does not, and the Preliminary Official Statement as of its date did not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The School District hereby authorizes the use by the Underwriter of such information (including the use by the Underwriter prior to the date hereof of such information contained in the Preliminary Official Statement), and the Financing Agreement in connection with the offering and sale of the Bonds. (h) The School District confirms that copies of its most recent audited financial statement have been filed with at least one nationally recognized municipal securities repository. (i) All consents, approvals, authorizations or orders of, or filings, registrations or declarations with, any court, governmental authority, legislative body, board, agency or commission which are required for the due authorization of, which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the School District of its obligations under the Financing Agreement, the School District Bonds or the Letter of Representation or the consummation of the transactions to which the School District is or is to be a party as contemplated by the Resolutions, the Financing Agreement, the School District Bonds, the Official Statement, the Bond Purchase Agreement, the Letter of Representation and the Bonds, which are required to be obtained by the School District, have been duly obtained and are in full force and effect except for (i) approvals, recordings and filings to be done or obtained at or prior to the time of the Closing and (ii) such approvals, consents and other actions as may be required under Federal or the blue sky or other securities laws of any state or other jurisdiction of the United States in connection with the offering and sale of the Bonds. (j) The School District is not in breach of or in default under any agreement or other instrument to which the School District is a party or by or to which it or its revenues, properties, assets or operations are bound or subject or any existing administrative regulation, judgment, order, decree, ruling or other law by or to which it or its revenues, properties, assets or operations are bound or subject, which breach or default is materially adverse to the transactions contemplated hereby and by the Resolutions, the Financing Agreement, the School District Bonds, the Official Statement and the Bonds; and no event has occurred and is continuing that with the passage of time or the giving of notice, or both, would constitute, under any such instrument, such a breach or default material to such transactions. (k) Except as specifically set forth in the Official Statement, no action, suit, proceeding or investigation, in equity or at law, before or by any court or governmental agency or body, is pending against School District or to the best knowledge of the School District, against any other person or threatened: (i) that reasonably might (A) result in material liability on the part of the School District or (B) materially and adversely affect the construction, operation, condition or feasibility of the Project; or (ii) wherein an adverse decision, ruling or finding might adversely affect (A) the transactions contemplated by the Bond Purchase Agreement, the Financing Agreement or the Letter of Representation or (B) the validity or enforceability of the Financing Agreement, the School District Bonds, the Bond Purchase Agreement, the Letter of Representation or any agreement or instrument to which the School District is a party and which is used or is contemplated for use in the consummation of the transactions contemplated hereby and by the Resolutions, the Financing Agreement, the Official Statement and the Bonds. (l) Since the end of the most recent fiscal year for which audited financial statements have been delivered to the Authority and the Underwriter, no material adverse change has occurred in the financial position of the School District or in its results of operations, except as set forth in or contemplated by the Preliminary Official Statement and the Official Statement, nor has the School District, since such date, incurred any material liabilities other than in the ordinary course of business or as set forth or contemplated in the Preliminary Official Statement and the Official Statement. (m) The School District’s audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods concerned (except as otherwise disclosed in the notes to such financial statements) and fairly present the financial position and results of operations of the School District at the respective dates and for the respective period indicated therein. (n) The information provided by the School District in response to the Tax Questionnaire provided by the Authority’s bond counsel is accurate and complete as of the date hereof. (o) Except as described in the Preliminary Official Statement and the Official Statement, the School District has in the previous five years complied, in all material respects, with any previous undertakings pursuant to Rule 15c2-12. Any certificate signed by any officer of the School District and delivered to the Underwriter pursuant hereto or to the Bond Purchase Agreement shall be deemed to be a representation and warranty by the School District as to the statements made therein with the same effect as if such representations and warranty were set forth herein.