Representations as to Limits on the Use of Proceeds Sample Clauses

Representations as to Limits on the Use of Proceeds. (a) The Company shall not permit proceeds of the Bonds to be used to provide any office space unless (i) such office space is located on the premises of the facility or portion of the Project to which the office space relates and (ii) not more than a de minimis amount of the functions to be performed at such office is not directly related to the day-to-day operation of such facility or portion of the Project. (b) At least 95% of the net proceeds of the Bonds will be used to provide solid waste disposal facilities and related facilities and equipment within the meaning of Section 142(a)(6) of the Code. (c) It is understood for all purposes of this Agreement that “solid waste” means solid material at ambient temperature such as garbage, refuse and any other useless, unused, unwanted or discarded solid material resulting from residential, community, agricultural, commercial and industrial operations and activities and having no market or other value at the time and place of collection, but does not include solids or dissolved material in domestic sewage or other significant pollutants in water resources such as silt, dissolved or suspended solids in industrial waste water effluents, dissolved materials in irrigation return flows or other common water pollutants. The term “solid waste” also does not include hazardous waste or radioactive waste. (d) By weight or volume, at least 65 percent of the material introduced into the system or systems to be qualified as solid waste disposal facilities under Section 142(a)(6) of the Code constitutes solid waste. (e) The facilities comprising the portion of the Project to be qualified as solid waste disposal facilities under Section 142(a)(6) of the Code treat or process the solid waste input, thereby placing it into the form in which it will in fact be finally disposed or recovered, but such portion of the Project does not include any equipment or facilities for further processing of such material into other products. (f) The equipment being financed includes certain safety facilities which are commensurate with the character and size of the Project and are functionally related and subordinate within the meaning of Section 1.103-8(a)(3) of the Regulations. (g) No costs of construction of the Project which will be financed from the proceeds of the Bonds were paid prior to December 28, 2007, the date 60 days before the date upon which the Issuer adopted a resolution of intention to issue the Bonds for the purpose of financ...
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Representations as to Limits on the Use of Proceeds. In order to ensure that the Interest Component is excludable from gross income for purposes of federal income taxation, the City acknowledges, covenants and represents, as applicable, as follows: (a) The City will not take or permit to be taken any action which would cause the Lease to be deemed a private activity bond under the Code. The Lease will be considered a “private activity bond” if (i) more than ten percent of the Proceeds of the Lease or the Financed Property is used directly or indirectly in the business of a nongovernmental person and (ii) more than ten percent of the Base Rentals is directly or indirectly (A) secured by any interest in property used in a private business or (B) derived from payments made with respect to property used in a private business. No more than five percent of any such private use or any such private security for or private payment of the Lease may be disproportionate or unrelated to the Financed Property. The Lease will be considered a “private activity bond” if more than the lesser of $5,000,000 or five percent of the Proceeds of the Lease is loaned to non-Exempt Persons. (b) The City will not permit payment of the principal of or the interest on more than the lesser of (1) $15,000,000 or (2) ten percent of the Lease (i) to be directly or indirectly secured by any interest in property used or to be used for a private business use (or by any interest in payments in respect of such property), or (ii) to be derived from payments (whether or not to the City) in respect of property (or borrowed money) used or to be used for a private business use. In the event that Proceeds of the Lease or the Financed Property are to be used for any private business use that is not related (or is disproportionate) to any governmental use of such Proceeds or Financed Property (and to payments, property and borrowed money with respect to any such private business use), the preceding covenant will apply but not more than five percent (rather than ten percent) of the Lease may be so secured. This requirement is referred to herein as the “private payment test.” In determining whether the Lease meets the private payment test, the City will compare the present value of the payments taken into account to the present value of the Base Rentals to be made over the term of the Lease. Base Rentals for this purpose will include reasonable credit enhancement fees but will not include any amount to be paid from Proceeds of the Lease. For example, Base ...
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Related to Representations as to Limits on the Use of Proceeds

  • Representations and Warranties on Deposit of Shares Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

  • Representations and Indemnities to Survive Delivery The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Offered Shares sold hereunder and any termination of this Agreement.

  • Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Representations, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that: (a) The Adviser and the Sub-Adviser each has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Fund Account as contemplated hereby. (b) The Trust will cause the Adviser to deliver to the Sub-Adviser a true and complete copy of the Fund’s Registration Statement as effective from time to time, and such other documents or instruments governing the investment of the Fund Account and such other information as reasonably requested by the Sub-Adviser, as is necessary for the Sub-Adviser to carry out its obligations under this Contract.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

  • Representations, Warranties and Agreements of the Servicer The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Master Servicer, the Depositor and the Trustee, as of the Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • Representations and Indemnities to Survive The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

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