Common use of Representations by Authority Clause in Contracts

Representations by Authority. The Authority hereby represents and warrants that: (a) The Authority is a public body corporate and politic and an agency, instrumentality, and political subdivision of the Commonwealth validly created and existing under the Act, has full power and authority to execute, deliver, and issue the Series 2017 Bonds, is authorized to enter into the transactions contemplated by this Loan Agreement, the Bond Indenture, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement and to carry out its obligations hereunder and thereunder, has been duly authorized to execute and deliver, and has executed and delivered, this Loan Agreement, the Bond Indenture, the Series 2017 Bonds, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement and agrees that to the extent permitted by law it will do or cause to be done all things necessary to preserve and keep in full force and effect the Authority’s existence. (b) The issuance and sale of the Series 2017 Bonds, the loan of the proceeds of the Series 2017 Bonds to the Corporation to provide moneys for the refunding of the Series 2008 Bonds, the execution and delivery of this Loan Agreement, the Bond Indenture, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement and the performance of all covenants and agreements of the Authority contained therein and the performance of all other acts and things required under the Constitution and laws of the Commonwealth to make this Loan Agreement, the Bond Indenture, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement valid and binding obligations enforceable against the Authority, and to make the Series 2017 Bonds the valid and binding special and limited obligations of the Authority, enforceable in accordance with their terms are authorized by the Act and have been duly authorized by proceedings of the Authority adopted at a meeting thereof duly called and held; and (c) To provide funds to loan to the Corporation for the purposes described above and in the Bond Indenture, the Authority has authorized its Series 2017 Bonds in the aggregate principal amount of $377,765,000, to be issued upon the terms set forth in the Bond Indenture, under the provisions of which the Authority’s interest in this Loan Agreement and the payments and other revenues hereunder (other than Unassigned Rights) are pledged and assigned to the Bond Trustee as partial security for the payment of the principal of and interest on the Series 2017 Bonds.

Representations by Authority. The Authority hereby represents and warrants thatmakes the following representations: (a) The Authority is a public body corporate has been duly organized and politic and an agency, instrumentalityoperating under the Act since its creation, and no dissolution proceedings have been undertaken by it. The Authority is, on the date of the issuance of the Bonds, a duly created and validly existing political subdivision of the Commonwealth validly created of Virginia and existing under a public body corporate vested, by the Act, with the rights and powers conferred upon it thereunder and has full the power and authority to execute, deliver, and issue the Series 2017 Bonds, is authorized to enter into the transactions contemplated by this Loan Agreement, the Bond Indenture, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement and Security Documents to carry out its obligations hereunder and thereunder, has been duly authorized to execute and deliver, and has executed and deliveredwhich it is a party, this Loan Agreement, the Bond Indenture, the Series 2017 Bonds, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement and agrees that the Indenture and the transactions contemplated hereby and thereby and to the extent permitted by law it will do or cause to be done all things necessary to preserve perform its obligations hereunder and keep in full force and effect the Authority’s existencethereunder. (b) The issuance By proper corporate action the Authority has duly authorized the execution and sale delivery of the Series 2017 Security Documents to which it is a party, this Loan Agreement, the Bond Purchase Agreement, the Indenture and the Bonds, the loan performance of its obligations hereunder and thereunder and the issuance of the proceeds of the Series 2017 Bonds to the Corporation to provide moneys for the refunding of the Series 2008 Bonds, and the Authority has duly executed and delivered the Bond Purchase Agreement. Simultaneously with the execution and delivery of this Loan Agreement, the Bond IndentureAuthority has duly executed and delivered the Indenture and issued and sold the Bonds. (c) The execution and delivery of, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement and the performance of all covenants the obligations and agreements of the Authority contained therein and set forth in, the performance of all other acts and things required under the Constitution and laws of the Commonwealth Security Documents to make which it is a party, this Loan Agreement, the Bond Indenture, the Tax Regulatory Purchase Agreement, the Escrow Agreement, Indenture and the Bond Purchase Agreement valid Bonds are within the power and binding obligations enforceable against the Authority, and to make the Series 2017 Bonds the valid and binding special and limited obligations authority of the Authority, enforceable in accordance with their terms are authorized by the Act Authority and have been duly authorized by proceedings the Authority and will not contravene any provision of any judgment, order or decree to which the Authority is subject or contravene or constitute a default under any contract, agreement or other instrument to which the Authority is a party. (d) The Authority is not in violation of the Act or, to its knowledge, any existing law, rule or regulation applicable to it which would affect its existence or the matters referred to in the preceding subsections (b) and (c). (e) All actions of the Authority adopted with respect to the issuance of the Bonds occurred at a meeting thereof duly called meetings held after notice given in accordance with the Authority's procedures and held; andapplicable law, which were open to the public and at which quorums were present and acting throughout, and such actions appear of public record in the minute books of the Authority. (cf) To provide funds to loan Notwithstanding anything herein to the Corporation for the purposes described above and in the Bond Indenturecontrary, any obligation the Authority has authorized its Series 2017 Bonds may incur hereunder in connection with the aggregate principal amount acquisition, improvement, construction, equipping and financing of $377,765,000, the Project shall not be deemed to constitute a general obligation of the Authority but shall be issued upon a limited obligation of the terms set forth in Authority payable solely from the Bond Indenture, payments received under the provisions of which the Authority’s interest in this Loan Agreement and the payments Notes and other revenues hereunder (other than Unassigned Rights) are the security specifically pledged and assigned therefor, including moneys and property received under the Security Documents. (g) To the best of its knowledge, no litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or threatened against the Authority with respect to (1) the organization and existence of the Authority, (2) its authority to execute or deliver this Loan Agreement, the Bond Purchase Agreement, the Indenture, or the Bonds or any of the other Financing Documents to which it is a party, or to perform its obligations hereunder and thereunder or to assign the Notes, (3) the validity or enforceability of any of such instruments or the transactions contemplated hereby or thereby, (4) the title of any officer of the Authority who executed such instruments, or (5) any authority or proceedings related to the Bond Trustee as partial security for the payment execution and delivery of such instruments on behalf of the principal Authority. No such authority or proceedings have been repealed, revoked, rescinded or amended and all are in full force and effect. (h) The Authority has by the duly adopted Resolution found and determined that the financing of and the Project, including the financing of interest on the Series 2017 BondsBonds attributable to the acquisition, construction and equipping of the Project for up to one year after its completion, and the loan of the proceeds of the Bonds to the Borrower are in furtherance of the purposes for which the Authority was organized and will serve the purposes of the Act. (i) The information contained in the Official Statement under the Section entitled "THE AUTHORITY," and, to the extent applicable to the Authority, the Section entitled "LITIGATION" does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect for the purposes for which the Official Statement is to be used.

Representations by Authority. The Authority hereby represents makes the following representations and warrants thatfindings as the basis for the undertakings on its part herein contained: (a) The Authority is a public governmental agency and body corporate and politic and an agency, instrumentality, and political subdivision corporate of the Commonwealth validly created State of Texas, a "river authority" within the definition set forth in Chapter 30, an "issuer" within the definition set forth in Chapter 1371 and existing an "issuer" within the meaning of Chapter 1207. (b) The Authority has the legal power under the Act, has full power and authority to execute, deliver, and issue the Series 2017 Bonds, is authorized Acts to enter into the transactions contemplated by this Loan Agreement, the Bond Indenture, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement and to carry out its obligations hereunder hereunder, including the issuance and thereunderdelivery of the Bonds, and to adopt and perform the Bond Resolution. The Authority has been duly authorized to execute and deliverdeliver this Agreement and the Indenture, and has executed to adopt and deliveredperform the Bond Resolution by proper action of the Board. (c) The Authority hereby confirms, and in all respects reaffirms, its findings and determinations with respect to the financing of the Facilities under the Authority Act, Chapter 30 and Chapter 383, all as set forth in the Original Agreement. (d) The Authority is not in default under any of the provisions of the laws of the State of Texas that would impair, interfere with or otherwise adversely affect the ability of the Authority to make and perform the provisions of this Loan Agreement or the Indenture. (e) There is no litigation pending, or to the knowledge of the Authority threatened, in any court, either state or federal, calling into question the creation, organization or existence of the Authority, the validity or enforceability of this Agreement or the authority of the Authority to make or perform this Agreement or the Indenture or to issue the Bonds or to adopt or perform the Bond Resolution. (f) The execution and delivery of this Agreement, the Indenture and the Bonds, the adoption of the Bond Resolution and the performance of the transactions contemplated thereby do not and will not violate any provision of law or regulation, or of any decree, writ, order or injunction or the organic documents of the Authority, and do not and will not contravene the provisions of or constitute a default under any agreement, indenture, bond resolution or other instrument to which the Authority is a party or by which the Authority is bound. (g) All consents, authorizations and approvals of governmental bodies or agencies, including the Attorney General of the State of Texas, required in connection with the execution and delivery of this Agreement, the Indenture and the Bonds, the adoption of the Bond Resolution and with the carrying out by the Authority of its obligations under this Agreement, the Indenture, the Series 2017 Bonds, the Tax Regulatory Agreement, the Escrow Agreement, Bonds and the Bond Purchase Agreement and agrees that Resolution will be duly obtained or waived prior to the extent permitted by law it will do or cause initial delivery of the Bonds to be done all things necessary to preserve and keep in full force and effect the Authority’s existencepurchasers thereof. (bh) The issuance All requirements and sale conditions specified in the Acts and all other laws and regulations applicable to the adoption of the Series 2017 Bonds, the loan of the proceeds of the Series 2017 Bonds to the Corporation to provide moneys for the refunding of the Series 2008 BondsBond Resolution, the execution and delivery of this Loan Agreement, the Bond Indenture, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement and the performance of all covenants Indenture and agreements the issuance and delivery of the Authority contained therein and Bonds will be fulfilled prior to the performance of all other acts and things required under the Constitution and laws initial delivery of the Commonwealth to make this Loan Agreement, the Bond Indenture, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement valid and binding obligations enforceable against the Authority, and to make the Series 2017 Bonds the valid and binding special and limited obligations of the Authority, enforceable in accordance with their terms are authorized by the Act and have been duly authorized by proceedings of the Authority adopted at a meeting thereof duly called and held; and (c) To provide funds to loan to the Corporation for the purposes described above and in the Bond Indenture, the Authority has authorized its Series 2017 Bonds in the aggregate principal amount of $377,765,000, to be issued upon the terms set forth in the Bond Indenture, under the provisions of which the Authority’s interest in this Loan Agreement and the payments and other revenues hereunder (other than Unassigned Rights) are pledged and assigned to the Bond Trustee as partial security for the payment of the principal of and interest on the Series 2017 Bondspurchasers thereof.

Representations by Authority. The Authority hereby represents and warrants thatmakes the following representations as the basis for its undertakings under this Agreement: (a) The Authority is a public body corporate has been duly organized and politic and an agency, instrumentalityoperating under the Act since its creation, and no dissolution proceedings have been undertaken by it. The Authority is, on the date of the issuance of the Bonds, a duly created and validly existing political subdivision of the Commonwealth validly created vested, by the Act, with the rights and existing powers conferred upon industrial development authorities under the Act, has full power and authority to execute, deliver, and issue the Series 2017 Bonds, is authorized to enter into the transactions contemplated by this Loan Agreement, the Bond Indenture, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement and to carry out its obligations hereunder and thereunder, has been duly authorized to execute and deliver, and has executed and delivered, this Loan Agreement, the Bond Indenture, the Series 2017 Bonds, the Tax Regulatory Agreement, the Escrow Agreement, and the Bond Purchase Agreement and agrees that to the extent permitted by law it will do or cause to be done all things necessary to preserve and keep in full force and effect the Authority’s existence. (b) The issuance and sale Each director of the Series 2017 BondsAuthority has satisfied the residency requirements of the Act. No director of the Authority is an officer or employee of the County and each director has taken and subscribed to the oath prescribed by Section 49-1 of the Code of Virginia of 1950, as amended. (c) The Authority has complied in all respects with the loan Act and has the legal right, power and authority to (i) adopt the Resolution and execute and deliver the Basic Documents to which it is a party and other documents related thereto; (ii) issue, sell and deliver the Bonds to the initial purchasers thereof; (iii) to undertake the financing of the Facility by lending the proceeds of the Series 2017 Bonds to the Corporation Borrower; and (iv) carry out and consummate all other transactions to provide moneys for which it is a party and which are contemplated by the refunding Resolution, the Bonds and the Basic Documents. (d) The Bonds and the Basic Documents to which the Authority is a party have been executed and delivered by duly authorized officers of the Series 2008 Authority, were duly authorized by the Resolution and are in substantially the same form and text as the copies of such instruments presented to the Authority at its meeting on June 12, 1996. (e) The Bonds constitute the only bonds or other obligations of the Authority in any manner secured by, or payable from, the amounts due under the Basic Documents and all revenues and receipts derived by the Authority therefrom or from the security therefor. (f) The Authority hereby finds and determines that the issuance of the Bonds will serve the purposes of the Act and that the Facility constitutes an "authority facility," within the meaning of the Act. (g) When authenticated and delivered in accordance with the Indenture, the Bonds will have been duly authorized, executed, issued and delivered and will constitute legal, valid and binding limited obligations of the Authority enforceable against the Authority in accordance with their terms. (h) The adoption of the Resolution, the issuance of the Bonds, the execution and delivery of this Loan Agreement, the Bond Indenture, Basic Documents to which the Tax Regulatory Agreement, Authority is a party and the Escrow Agreementcompliance with the provisions thereof do not, and will not, conflict with or constitute on the Bond Purchase Agreement and the performance of all covenants and agreements part of the Authority contained therein and a violation or breach of, or default under, any statute (except that no representation is made as to any federal tax or securities law), ordinance, bylaw, indenture, mortgage, deed of trust, resolution, bond, note or other agreement or instrument to which the performance Authority is a party or by which it is bound or, to its knowledge, any judgment, decree, order, rule or regulation of all other acts and things required under any court or governmental agency or body having jurisdiction over the Constitution and laws Authority or any of the Commonwealth Authority's activities or properties. (i) To the best of the Authority's knowledge, no litigation or investigation by any judicial or governmental body or agency is pending or threatened against the Authority to make this Loan Agreement(i) enjoin, restrain or otherwise affect the execution, delivery or validity of the Resolution, the Bond IndentureBonds or the Basic Documents, or (ii) challenge, contest or affect the Tax Regulatory Agreementconstitution, the Escrow Agreement, and the Bond Purchase Agreement valid and binding obligations enforceable against the Authority, and to make the Series 2017 Bonds the valid and binding special and limited obligations existence or powers of the Authority, enforceable in accordance with their terms are authorized the incumbency of the Authority's officers or directors or the validity or enforceability of any action taken by the Act and have been duly Authority with respect to the Resolution, the Bonds or the Basic Documents or any transactions authorized thereby or related thereto. To the best of the Authority's knowledge, no litigation or investigation by proceedings any judicial or governmental body or agency is pending or threatened against the Authority which challenges or contests the collection of revenues or receipts under the Basic Documents or the payment thereof to the registered owners of the Bonds. To the best of the Authority's knowledge, there is no litigation or investigation by any judicial or governmental body or agency pending or threatened against the Authority or any of the property or assets under the control of the Authority adopted at a meeting thereof duly called and held; and (c) To provide funds to loan to which involves the Corporation for possibility of any judgment or liability which may adversely affect the purposes described above and in Facility or the Bond Indenture, the Authority has authorized its Series 2017 Bonds in the aggregate principal amount of $377,765,000, to be issued upon the terms set forth in the Bond Indenture, under the provisions of which the Authority’s interest in this Loan Agreement and the payments and other revenues hereunder (other than Unassigned Rights) are pledged and assigned to the Bond Trustee as partial security for the payment of the principal of and interest on the Series 2017 Bonds.