Representations by Borrower. Each Borrower represents: (a) that the execution and delivery of this note and the performance of the obligations it imposes do not violate any law, conflict with any agreement by which it is bound, or require the consent or approval of any governmental authority or any third party; (b) that this note is a valid and binding agreement, enforceable according to its terms; and (c) that all balance sheets, profit and loss statements, and other financial statements furnished to the Bank are accurate and fairly reflect the financial condition of the organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates. Each Borrower, other than a natural person, further represents: (a) that it is duly organized, existing and in good standing pursuant to the laws under which it is organized; and (b) that the execution and delivery of this note and the performance of the obligations it imposes (i) are within its powers and have been duly authorized by all necessary action of its governing body; and (ii) do not contravene the terms of its articles of incorporation or organization, its by laws, or any partnership, operating or other agreement governing its affairs.
Representations by Borrower. Borrower represents and warrants that:
(a) The Borrower is a nonprofit corporation duly organized and validly existing under the laws of the State of Indiana and authorized to do business in the State of Indiana, is not in violation of any laws in any manner material to its ability to perform its obligations under this Loan Agreement and the Series 20 Note, has full power to enter into and perform its obligations under this Agreement and the Series 20 Note, and by proper action has duly authorized the execution and delivery of this Loan Agreement and the issuance of the Series 20 Note.
(b) All of the proceeds from the Series 20 Bonds (including any income earned on the investment of such proceeds) will be used for Financed Project Costs.
(c) Pursuant to the terms of the Project Agreement, the Project will be operated as an economic development facility under the Act, until the expiration or termination of this Loan Agreement.
(d) Neither the execution and delivery of this Loan Agreement, the consummation of the transactions contemplated hereby including execution and delivery of the Series 20 Note nor the fulfillment of or compliance with the terms and conditions of this Loan Agreement, will contravene the Borrower’s articles of incorporation or bylaws or any law or any governmental rule, regulation or order currently binding on the Borrower or conflicts with or results in a breach of the terms, conditions or provisions of any agreement or instrument to which Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any liens, charges, or encumbrances whatsoever upon any of the property or assets of Borrower under the terms of any instrument or agreement.
(e) The execution, delivery and performance by the Borrower of this Loan Agreement and the Series 20 Note do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental authority or agency, not previously obtained or performed.
(f) This Loan Agreement and the Series 20 Note have been duly executed and delivered by the Borrower and constitute the legal, valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general. T...
Representations by Borrower. If Borrower is a corporation or a general or limited partnership, Borrower represents and warrants that it is validly existing and in good standing in the jurisdiction under whose laws it was organized. If Borrower is a corporation, Borrower represents and warrants that the execution, delivery and performance of this Note are within Borrower's corporate powers, have been duly authorized by all necessary action by Borrower's Board of Directors, and are not in contravention of the terms of Borrower's charter, by-laws, or any resolution of its Board of Directors. If Borrower is a general or limited partnership, Borrower represents and warrants that the execution, delivery and performance of this Note have been duly authorized and are not in conflict with any provision of Borrower's partnership agreement or certificate of limited partnership. Borrower further represents and warrants that this Note has been validly executed and is enforceable in accordance with its terms, that the execution, delivery and performance by Borrower of this Note are not in contravention of law and do not conflict with any indenture, agreement or undertaking to which Borrower is a party or is otherwise bound, and that no consent or approval of any governmental authority or any third party is required in connection with the execution, delivery and performance of this Note.
Representations by Borrower. Each Borrower represents that: (a) the execution and delivery of this agreement, the Notes, and the Leases and the performance of the obligations they impose do not violate any law, conflict with any agreement by which the Borrower is bound, or require the consent or approval of any governmental authority or other third party; (b) this agreement, the Notes, and the Leases are valid and binding agreements, enforceable in accordance with their terms; and (c) all balance sheets, profit and loss statements, and other financial statements furnished to the Bank are accurate and fairly reflect the financial condition of the organizations and persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates. Each Borrower, if other than a natural person, further represents that: (a) it is duly organized, existing and in good standing under the laws of the jurisdiction under which it was organized; and (b) the execution and delivery of this agreement, the Notes, and the Leases and the performance of the obligations they impose (i) are within its powers; (ii) have been duly authorized by all necessary action of its governing body; and (iii) do not contravene the terms of its articles of incorporation or organization, its bylaws, or any partnership, operating or other agreement governing its affairs.
Representations by Borrower. Each Borrower represents that it is a corporation duly organized and existing under the laws of its jurisdiction of formation, and that the execution and delivery of this Note and the performance of the obligations it imposes are within its corporate powers, have been duly authorized by all necessary action of its directors and do not contravene the terms of its articles (certificate) of incorporation and code of regulations (by-laws). Each Borrower represents that the execution and delivery of this Note and the performance of the obligations it imposes do not violate any law, do not conflict with any agreement by which it is bound, do not require the consent or approval of any governmental authority or any third party, and that this Note is a valid and binding agreement, enforceable according to its terms, except as enforcement of such terms may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting creditors' rights generally, provided, however, that each Borrower represents and warrants that no such limitations currently exist as of the date of this Note, or (ii) equitable principles which may limit the availability of the remedy of specific performance or other equitable remedies. Each Borrower also represents that this Note evidences a business loan exempt from the Federal Truth In Lending Act (15 USC Section 1601, et seq.), and the Board of Governors of the Federal Reserve System's Regulation Z (12 CFR Section 226, et seq.).
Representations by Borrower. Borrower represents and warrants to Lender that (before and after giving effect to this Amendment):
(a) Borrower has the power and authority and the legal right, to make, deliver and perform this Agreement and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Agreement.
(b) No consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other person is required in connection with the consummation of this Agreement or the execution, delivery, performance, validity or enforceability of this Amendment which has not been obtained. This Amendment has been duly executed and delivered on behalf of Borrower.
(c) This Amendment constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(d) The execution, delivery and performance of this Amendment will not violate any requirements of law or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s organizational documents or any agreement or instrument to which Borrower is a party or by which it is bound, or any order or decree applicable to Borrower, or result in the creation or imposition of any lien on any of Borrower’s assets or property.
(e) There are no judicial, administrative actions, investigations, suits or other proceedings, pending or threatened against or affecting Borrower which, if adversely determined, could have a material adverse effect on the Borrower.
Representations by Borrower. Borrower represents that, as to each of the existing Leases (a) Borrower has good right and authority to assign such Lease to Lender and the execution of this assignment by the Borrower has been duly authorized by all requisite partnership action; and
Representations by Borrower. The Borrower makes the following representations for the benefit of the Credit Institution (which representations shall survive the issuance of the Letter of Credit):
(A) All representations and warranties made by the Borrower in the Loan Agreement are incorporated herein by reference and shall be deemed to have been made and reaffirmed by the Borrower for the benefit of the Credit Institution as if they were fully set forth herein.
(B) The Borrower owns a fee simple estate in the real property on which the Project is located, and the Borrower owns fee simple title to the Project, subject only to the Permitted Encumbrances (as defined in the Mortgage).
(C) The Borrower has the power to own its property and to carry on its business as now being conducted, is in good standing in the jurisdiction of its formation, and is qualified to do business in each jurisdiction in which the character of the properties owned by it therein or in which the transaction of its business makes such qualification necessary.
(D) The Borrower has full partnership power and authority to enter into and execute and deliver each of the Financing Documents to which it is a party and to incur and perform the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary partnership action. No consent or approval of limited partners or of any other person or public authority or regulatory body is required as a condition to the validity or enforceability of any of such Financing Documents, or, if required, the same has been duly obtained.
(E) The existing and contemplated use of the Project is and will be in conformity with all applicable governmental laws, ordinances, rules and regulations (including, but not limited to, the Americans with Disabilities Act and all other environmental, health, safety and zoning laws, ordinances, rules and regulations), and all variances and exceptions granted with respect thereto; and there is no existing, threatened or pending action, suit, proceeding, inquiry or investigation wherein an unfavorable decision, ruling or finding would in any way have an adverse effect on the Project, or its existing or intended use, or the repayment of the Bonds.
(F) The Borrower is in compliance with all applicable governmental laws and regulations applicable to the conduct of its business and the operation of the Project, the noncompliance with which would have a material adverse effect on the Borrower's financial conditio...
Representations by Borrower. The Borrower represents and warrants that each of the following is and will remain true and correct until the later of maturity or the date on which all Liabilities evidenced by this Note are paid in full: (a) the execution and delivery of this Note and the performance of the obligations it imposes do not violate any law, conflict with any agreement by which it is bound, or require he consent or approval of any other Person; (b) this Note is a valid and binding agreement of the Borrower, enforceable according to its terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditor's rights generally and by general principles of equity; (c) all balance sheets, profit and loss statements, other financial statements and applications for credit furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not materially and adversely changed since those dates; and, if the Borrower is not a natural Person: (i) it is duly organized, validly existing and in good standing under the laws of the state where it is organized and in good standing in each state where it is doing business; and (ii) the execution and delivery of this Note and the performance of the obligations it imposes (A) are within its powers and have been duly authorized by all necessary action of its governing body, and (B) do not contravene the terms of its articles of incorporation or organization, its by-laws, regulations or any partnership, operating or other agreement governing its organization and affairs.
Representations by Borrower. The Borrower represents as follows:
a) Borrower is able to pay interest on the Loan but not principal. Lender acknowledges that Borrower has paid all interest due on the Loan as of May 2, 2016. As of the date of this Agreement, the total principal due on the Loan is $580,000.
b) On the date of this Agreement, Borrower is not insolvent and is financially able to pay interest on the Loan, as described below.
c) The Borrower makes no admission of default or non-compliance under the Loan Documents. For purposes of financial statement reporting or obtaining credit, during the term of this Agreement, if requested by Borrower, the Lender agrees to issue a statement to the effect that the Borrower is not now in default under the Loan Documents.
