Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein contained:
(a) The Borrower is a corporation duly incorporated and in good standing in the State of California, is duly qualified to transact business and in good standing in the State, has power to enter into and by proper corporate action has been duly authorized to execute and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the Bonds.
(b) Neither the execution and delivery of this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the Bonds, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts with or results in a breach of any of the terms, conditions or provisions of the Borrower’s articles of incorporation or by-laws or of any corporate actions or of any agreement or instrument to which the Borrower is now a party or by which it is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or result in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement to which the Borrower is now a party or by which it is bound.
(c) The Cost of the Project is as set forth in the Tax Certificate and has been determined in accordance with sound engineering/construction and accounting principles. All the information provided by, and all the representations made by, the Borrower in the Tax Certificate are true and correct as of the date thereof.
(d) The Project consists of those facilities described in Exhibit A to this Agreement and in the Southwest Gas Corporation Engineering Certificate dated the date of issuance of the Bonds (the “Engineering Certificate”), which is incorporated by reference herein, and the Borrower shall not make any changes to the Project except as otherwise permitted hereunder or to the operation thereof which would affect the qualification of the Project under the Act or impair the Tax-Exempt status of the Bonds. In particular, the Borrower shall comply with all requirements set forth in the Tax Certificate. The Borrower intends to cause the Project to be used for the local furnishing of natural gas u...
Representations by the Borrower. Each Borrower represents that: (a) the execution and delivery of this agreement and the Notes, and the performance of the obligations they impose, 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 other third party, (b) this agreement and the Notes are valid and binding agreements, enforceable according to their terms, (c) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities 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, (d) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower is pending or threatened, and no other event has occurred which may in any one case or in the aggregate materially adversely affect the Borrower's financial condition and properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (e) all of the Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by the Borrower in good faith and for which adequate reserves have been provided, (f) the Borrower is not a "holding company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, (g) the Borrower is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (h) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that the Borrower could assert with respect to this agreement or the Credit Facilities, (i) the Borrower owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted, and (j) no part of the proceeds of the Credit Facilities wi...
Representations by the Borrower. As an inducement to the Issuer to issue the Bonds and to make the Loan to the Borrower, the Borrower makes the following representations, warranties and covenants:
(a) The Borrower has the authority and legal capacity to execute, deliver and perform this Agreement, the Promissory Note, the Remarketing Agreement, the Placement Agreement, the Reimbursement Agreement and the Tax Compliance Certificate and to enter into and carry out the transactions contemplated by those documents; that execution, delivery and performance do not, and will not, violate any provision of law applicable to the Borrower and do not, and will not, conflict with or result in a default under any agreement or instrument to which the Borrower is a party or by which the Borrower is bound.
(b) There are no actions, suits, proceedings, inquiries or investigations pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower in any court or before any governmental authority or arbitration board or tribunal which, if determined adversely to the Borrower, would materially and adversely affect the transactions contemplated by this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement, the Tax Compliance Certificate or the Indenture or which, in any way, would adversely affect the enforceability or validity of the Bonds, the Indenture, the Reimbursement Agreement, the Promissory Note, the Placement Agreement, the Remarketing Agreement or this Agreement or the ability of the Borrower to perform its obligations under this Agreement.
(c) The execution, delivery and performance of this Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement and the Tax Compliance Certificate and the compliance by the Borrower with all of the provisions hereof and thereof are not in contravention of law or any unwaived provision of any mortgage, deed, instrument or undertaking to which the Borrower is a party or by which it or its property is bound.
(d) This Agreement, the Promissory Note, the Reimbursement Agreement, the Placement Agreement, the Remarketing Agreement and the Tax Compliance Certificate are valid, binding and enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity.
(e) The Borrower is not in def...
Representations by the Borrower. In borrowing hereunder, the Borrower represents and warrants to the Bank that all information that has been furnished to the Bank prior to this Agreement being issued is true and accurate and the Borrower has not failed to disclose any information of a material nature regarding its business or financial condition and further that there is no litigation, investigation or proceeding pending or threatened against the Borrower or any other person liable to the Bank for the repayment of this loan which may, in any way, adversely affect the financial condition, operation or prospects of the Borrower or such person. Advance Procedure: Advances on this loan will be made under individual notes or letter of credit applications signed by an authorized representative of the Borrower.
Representations by the Borrower. The following representations shall be deemed to be made by the Borrower on the date of each Utilisation Request (by reference to the facts and circumstances then existing).
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on their part herein contained:
Representations by the Borrower. The Borrower represents and covenants that:
(a) Each Borrower is an entity duly organized or incorporated and in good standing under the laws of the state in which it is organized and properly registered to do business in the State and the other states in which each such Borrower operates, has power to enter into and to perform and observe the covenants and agreements on its part contained in the Financing Documents and by proper action has duly authorized the execution and delivery of the Financing Documents.
(b) Neither the execution and delivery of this Agreement and the other Financing Documents, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and the other Financing Documents violates any law or conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Borrower is now a party or by which it is bound or constitutes a default under any of the foregoing (or, if there are any conflicts, breaches or defaults, such have been duly waived by the other parties thereto or a duly authorized representative thereof).
(c) The total cost of the Project that is payable from proceeds of the Bonds is hereby determined to be not less than $160,000,000, and the financing of such cost by the County will assist the Borrower in providing facilities for the operations of the Borrower.
(d) The total cost of the Taxable Series 2022 Project that is payable from proceeds of the Series 2022 Bonds is hereby determined to be not less than $135,000,000; the total cost of the Taxable Series 2022 Project that is payable from proceeds of the Series 2022B Bonds is hereby determined to be not less than $25,000,000; and the financing of such costs by the County will assist the Borrower in providing facilities for the operations of the Borrower.
(e) The Borrower intends to operate the Financed Property as a “Project” within the meaning of the Act and has complete lawful authority to operate the Financed Property.
(f) The Loan Payments due under this Agreement are in an amount sufficient to pay the principal of, premium, if any, and interest on the Bonds; and this Agreement requires the Borrower to pay all costs of maintenance, repair, taxes, payments in lieu of taxes, assessments, insurance premiums, trustee’s fees and all other expenses relating to the Collateral Property, so that the County will ...
Representations by the Borrower. The Borrower represents and warrants that:
Representations by the Borrower. The Borrower confirms as of the date hereof the representations contained in Section 2.2 of the Original Loan Agreement and makes the following representations as of the date of execution of this Agreement:
(a) The Borrower is not in default under the Original Loan Agreement.
(b) The Borrower has reviewed this Agreement and consents to the modification of the interest rate and redemption provisions of the Bond.
(c) The Borrower has power to enter into and perform its obligations under the Loan Agreement, and by proper corporate action has authorized the execution and delivery of this Agreement.
(d) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms and conditions hereof do not and will not conflict with or result in a breach of any of the terms or conditions of the Articles of Organization or Bylaws of the Borrower or of any corporate restriction or of any agreement or instrument to which the Borrower is now a party, and do not and will not constitute a default under any of the foregoing, or result in the creation or imposition of any liens, charges or encumbrances of any nature upon any of the property or assets of the Borrower contrary to the terms of any instrument or agreement.
(e) There is not pending any suit, action, or proceeding against or affecting the Borrower before or by any court, arbitrator, administrative agency or other governmental authority which challenges the power or authority of the Borrower to enter into this Agreement or which materially and adversely affects the validity, as to the Borrower, of any of the transactions contemplated hereby or the ability of the Borrower to perform its obligations hereunder or as contemplated hereby.
(f) The Borrower is duly authorized and licensed to operate the Facilities under, and the Facilities are in substantial compliance with, the laws, rulings, regulations and ordinances of the State of North Dakota and the departments, agencies and political subdivisions thereof.
Representations by the Borrower. Each Borrower represents that: (a) the execution and delivery of this agreement and the Notes, and the performance of the obligations they impose, 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 other third party, (b) this agreement and the Notes are valid and binding agreements, enforceable according to their terms, (c) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities 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, (d) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower is pending or threatened, and no other event has occurred which may in any one case or in the aggregate materially adversely affect the Borrower's financial condition and properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (e) all of the Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by the Borrower in good faith and for which adequate reserves have been provided, (f) the Borrower is not a "holding company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940. as amended.
