Representations by the Borrower Sample Clauses

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 Commission to make the [Forgivable] Loan to the Borrower, the Borrower makes the following representations, warranties and covenants: (a) The Borrower is a [corporation][limited liability company][governmental entity], is duly organized, existing and in good standing under the laws of the State of Indiana, and is authorized to conduct business in the State and every other state in which the nature of its business requires such authorization. (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 Loan Agreement, the [Forgivable] Note, [or the Collateral] or which, in any way, would adversely affect the enforceability or validity of the [Forgivable] Note, this Loan Agreement [or the Collateral] or the ability of the Borrower to perform its obligations under this Agreement. (c) The execution, delivery and performance of this Loan Agreement and the [Forgivable] Note and the compliance by the Borrower with all of the provisions hereof and thereof are within its powers, have been duly authorized, and are not in contravention of law or of the terms of the Borrower’s [Articles of] [Incorporation][Organization][governing statutes], 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 Loan Agreement and the [Forgivable] Note 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 default in any material respect under any order, writ, judgment, injunction, decree, determination or award or any indenture, agreement, lease or instrument. The Borrower is not in default under any law, rule or regulation wherein such default could materially adversely affect the Borrower or the ability of the Borrower to perform its obligations under this Loan Agreement. (f) The Project conforms in all material respects with all applicable zoning, planning, building, environmental and other regulations of the governmental authorities ha...

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. 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 Borrower represents and warrants to the Bank as follows:

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, and the financing of such cost 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 not incur any expenses on account of such Collateral Property, other than those that are covered by the payments by the Borrower provided for herein. (g) There a...

Representations by the Borrower. The Borrower represents and warrants that: (1) The Borrower has been duly incorporated and validly exists as a corporation in good standing under the laws of the Commonwealth of Massachusetts, is duly qualified to transact business as a foreign corporation in good standing under the laws of the State, is not in violation of any provision of its Articles of Organization or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has duly authorized the execution and delivery of the Financing Documents. (2) The Financing Documents constitute valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms, except to the extent that such enforceability may be limited by bankruptcy or insolvency or other laws affecting creditors' rights generally or by general principles of equity. (3) Neither the execution and delivery of the Financing Documents, the consummation of the transactions contemplated thereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions thereof is prevented or limited by or conflicts with or results in a breach of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower, evidence of its indebtedness or agreement or instrument of whatever nature to which the Borrower is now a party or by which it is bound, or constitutes a default under any of the foregoing. No event has occurred and no condition exists which, upon the execution and delivery of any Financing Documents, constitutes an Event of Default hereunder or an event of default thereunder or, but for the lapse of time or the giving of notice, would constitute an Event of Default hereunder or an event of default thereunder. (4) There is no action or proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower before any court, administrative agency or arbitration board that will materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and the Borrower's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999, and all authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery of the Financing Documents and in c...

Representations by the Borrower. The Borrower makes the following representations as the basis for its covenants herein: (1) The Borrower is a Minnesota nonprofit corporation duly incorporated and in good standing under the laws of the State of Minnesota, is duly authorized to conduct its business in all states where its activities require such authorization, has power to enter into this Agreement, the Environmental Indemnification Agreement, the Construction Documents to which the Borrower is a party, the Disbursing Agreement, and the Mortgage and to use the Project for the purpose set forth in this Agreement and by proper corporate action has authorized the execution and delivery of this Agreement, the Environmental Indemnification Agreement, the Construction Documents to which the Borrower is a party, the Disbursing Agreement, and the Mortgage; (2) The Borrower is an organization described in Section 501(c)(3) of the Code and is exempt from tax under Section 501(a) of the Code. The Borrower is not a “private foundation” as defined in Section 509(a) of the Code. Not more than five percent (5%) of the proceeds of the Note will be used, directly or indirectly, to finance or refinance property used in an unrelated trade or business of the Borrower determined by applying Section 513(a) of the Code or in the trade or business of any person other than an organization described in Section 501(c)(3) of the Code. There is no action, proceeding or investigation pending or threatened by the Internal Revenue Service or authorities of the State of Minnesota which, if adversely determined, might result in a modification of the status of the Borrower as an organization described in Section 501(c)(3) of the Code; (3) The execution and delivery of this Agreement, the Disbursing Agreement, the Environmental Indemnification Agreement, the Construction Documents to which the Borrower is a party, and the Mortgage; the consummation of the transactions contemplated thereby; and the fulfillment of the terms and conditions thereof do not and will not conflict with or result in a breach of any of the terms or conditions of the Borrower’s articles of incorporation, its bylaws, any restriction or any agreement or instrument to which the Borrower is now a party or by which it is bound or to which any property of the Borrower is subject, and do not and will not constitute a default under any of the foregoing or a violation of any order, decree, statute, rule or regulation of any court or of any state or federal regu...