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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paid. (e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes of this Agreement. (f) At the time of submission of an application to the Issuer for financial assistance in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arranged. (g) All certificates, approvals, permits and authorizations with respect to the construction of the Project of agencies of applicable local governments, the State and the federal government have been obtained or will be obtained in the normal course of business. (h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default. (i) To the best of the knowledge of the Borrower, no member, officer, or other official of the Issuer has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement. (j) The Borrower has reviewed the Indenture and hereby accepts the terms thereof.
Appears in 3 contracts
Samples: Financing Agreement (Southwest Gas Corp), Financing Agreement (Southwest Gas Corp), Financing Agreement (Southwest Gas Corp)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and in good standing in validly exists as a corporation under the laws of the State of CaliforniaConnecticut, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature to which the Borrower is now a party or by which it is bound, or constitutes a material default (with due notice or the passage of time or both) under any of the foregoing. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents 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 connection with the performance of the Borrower’s obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower’s certificate of incorporation or by-laws, as amended to date, or of any instrument undertaking or agreement to which the Borrower is now a party or by which it is bound.
(c6) The Cost Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders’ or similar fees or commitments in respect of the Project is as set forth transactions described in this Agreement other than the Tax Certificate and has fees to various parties to the transactions contemplated hereby which have 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 thereofheretofore paid or provided.
(d7) The Project consists is included within the definition of those facilities described in Exhibit A to this Agreement and a “project” 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 CertificateAct. The Borrower intends to cause the Project to continue to be used for an authorized project under the local furnishing of natural gas until Act during the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes Term of this Agreement.
(f) At 8) All amounts shown in Schedule D of the time Tax Regulatory Agreement are eligible costs of submission a project financed by bonds issued by the Authority under the Act, and may be financed by amounts in the various Accounts of an application to the Issuer for financial assistance in connection with the Project and on Fund under the dates on which Indenture. None of the Issuer took action on such application, permanent financing for proceeds of the Project had not otherwise been obtained Bonds will be used directly or arrangedindirectly as working capital or to finance inventory.
(g9) All certificatesThe Project is in material compliance with all applicable federal, approvalsState and local laws and ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality.
(10) The Borrower intends to proceed with due diligence to complete the Project pursuant to Section 4.1 hereof. The Borrower has obtained, or will obtain, or will cause to be obtained, all necessary material approvals from any and all governmental agencies requisite to the Project, and has also obtained or will cause to be obtained, all material occupancy permits and authorizations with respect to from appropriate authorities authorizing the construction occupancy and use of the Project of agencies of applicable local governmentsfor the purposes contemplated hereby. The Borrower further represents and warrants that it will complete the Project, or cause the Project to be completed, in accordance with all material federal, State and the federal government have been obtained or will be obtained in the normal course of businesslocal laws, ordinances and regulations applicable thereto.
(h11) No event The availability of financial assistance from the Authority, among other factors, has occurred and no condition exists which would constitute an Event of Default or which with induced the passing of time or with Borrower to locate the giving of notice or both would become such an Event of DefaultProject in the State. The Borrower does not presently intend to lease the Project.
(i12) To The Borrower will not take or omit to take any action which action or omission will in any way cause the best proceeds of the Bonds to be applied in a manner contrary to that provided in the Indenture and the Financing Documents as in force from time to time.
(13) The Borrower has not taken and will not take any action and knows of no action that any other person, firm or corporation, has taken or intends to take, which would cause interest on the Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes. The representations, certifications and statements of reasonable expectation made by the Borrower in the Tax Regulatory Agreement and relating to Project description, composite issues, bond maturity and average asset economic life, use of Bond proceeds, arbitrage and related matters are hereby incorporated by this reference as though fully set forth herein.
(14) The Borrower has good and merchantable title to the Project owned by the Borrower as of the date hereof, free and clear of liens and encumbrances, other than Permitted Encumbrances.
(15) As of the date of hereof, neither the Borrower, nor to its knowledge anyone acting on behalf of the Borrower, no member, officer, has entered into negotiations with any person for the purpose of undertaking any borrowing concurrently with or other official subsequent to the issuance of the Issuer has Bonds and to be secured wholly or partially by a lien or encumbrance on the Project or any interest whatsoever in part thereof, and the Borrower or in the transactions contemplated by this Agreementhas no present intention of undertaking any such borrowing.
(j16) The Borrower has reviewed will use all of the Indenture and hereby accepts proceeds of the terms thereofBonds to finance the Project Costs.
Appears in 2 contracts
Samples: Loan Agreement (Connecticut Water Service Inc / Ct), Loan Agreement (Connecticut Water Service Inc / Ct)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and in good standing in validly exists as a corporation under the laws of the State of CaliforniaConnecticut, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature to which the Borrower is now a party or by which it is bound, or constitutes a material default (with due notice or the passage of time or both) under any of the foregoing. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents 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 connection with the performance of the Borrower’s obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower’s certificate of incorporation or by-laws, as amended to date, or of any instrument undertaking or agreement to which the Borrower is now a party or by which it is bound.
(c6) The Cost Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders’ or similar fees or commitments in respect of the Project is as set forth transactions described in this Agreement other than the Tax Certificate and has fees to various parties to the transactions contemplated hereby which have 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 thereofheretofore paid or provided.
(d7) The Project consists is included within the definition of those facilities described in Exhibit A to this Agreement and a “project” 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 CertificateAct. The Borrower intends to cause the Project to continue to be used for an authorized project under the local furnishing of natural gas until Act during the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes Term of this Agreement.
(f) At 8) All amounts shown in Schedule D of the time Tax Regulatory Agreement are eligible costs of submission a project financed by bonds issued by the Authority under the Act, and may be financed by amounts in the various Accounts of an application to the Issuer for financial assistance in connection with the Project and on Fund under the dates on which Indenture. None of the Issuer took action on such application, permanent financing for proceeds of the Project had not otherwise been obtained Bonds will be used directly or arrangedindirectly as working capital or to finance inventory.
(g9) All certificatesThe Project is in material compliance with all applicable federal, approvalsState and local laws and ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality.
(10) The Borrower intends to proceed with due diligence to complete the Project pursuant to Section 4.1 hereof. The Borrower has obtained, or will obtain, or will cause to be obtained, all necessary material approvals from any and all governmental agencies requisite to the Project, and has also obtained or will cause to be obtained, all material occupancy permits and authorizations with respect to from appropriate authorities authorizing the construction occupancy and use of the Project of agencies of applicable local governmentsfor the purposes contemplated hereby. The Borrower further represents and warrants that it will complete the Project, or cause the Project to be completed, in accordance with all material federal, State and local laws, ordinances and regulations applicable thereto.
(11) The availability of financial assistance from the federal government have been obtained or will be obtained Authority, among other factors, has induced the Borrower to locate the Project in the normal course State. The Borrower does not presently intend to lease the Project.
(12) The Borrower will not take or omit to take any action which action or omission will in any way cause the proceeds of the Bonds to be applied in a manner contrary to that provided in the Indenture and the Financing Documents as in force from time to time.
(13) The Borrower has not taken and will not take any action and knows of no action that any other person, firm or corporation, has taken or intends to take, which would cause interest on the Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes. The representations, certifications and statements of reasonable expectation made by the Borrower in the Tax Regulatory Agreement and relating to Project description, composite issues, bond maturity and average asset economic life, use of Bond proceeds, arbitrage and related matters are hereby incorporated by this reference as though fully set forth herein.
(14) The Borrower has good and marketable title in fee simple to the Project Realty subject only to Permitted Encumbrances and to irregularities or defects in title which may exist which do not materially impair the use of such properties in the Borrower’s business.
(h15) No event The Borrower has occurred good and no condition exists which would constitute an Event merchantable title to the Project Equipment owned by the Borrower as of Default or which with the passing date hereof, free and clear of time or with the giving of notice or both would become such an Event of Defaultliens and encumbrances, other than Permitted Encumbrances.
(i16) To the best As of the date of hereof, neither the Borrower, nor to its knowledge anyone acting on behalf of the Borrower, no member, officer, has entered into negotiations with any person for the purpose of undertaking any borrowing concurrently with or other official subsequent to the issuance of the Issuer has Bonds and to be secured wholly or partially by a lien or encumbrance on the Project or any interest whatsoever in part thereof, and the Borrower or in the transactions contemplated by this Agreementhas no present intention of undertaking any such borrowing.
(j17) The Borrower has reviewed will use all of the Indenture and hereby accepts proceeds of the terms thereofBonds to finance the Project Costs.
Appears in 2 contracts
Samples: Loan Agreement (Connecticut Water Service Inc / Ct), Loan Agreement (Connecticut Water Service Inc / Ct)
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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes of this Agreement.
(f) At the time of original submission of an application to the Issuer for financial assistance in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arranged.
(g) All certificates, approvals, permits and authorizations with respect to the construction of the Project of agencies of applicable local governments, the State and the federal government have been obtained or will be obtained in the normal course of business.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge of the Borrower, no member, officer, or other official of the Issuer has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement.
(j) The Borrower has reviewed the Indenture and hereby accepts the terms thereof.
Appears in 2 contracts
Samples: Financing Agreement (Southwest Gas Corp), Financing Agreement (Southwest Gas Corp)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and in good standing in validly exists as a corporation under the laws of the State of CaliforniaConnecticut, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature to which the Borrower is now a party or by which it is bound, or constitutes a material 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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes of this Agreement.
(f) At the time of submission of an application to the Issuer for financial assistance in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arranged.
(g) All certificates, approvals, permits and authorizations with respect to the construction of the Project of agencies of applicable local governments, the State and the federal government have been obtained or will be obtained in the normal course of business.
(h) No event has occurred and no condition exists which 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 which with the passing of time or with the giving of notice or both would become such an Event of DefaultDefault thereunder.
(i4) To the best of There is no action or proceeding pending or, to the knowledge of the Borrower, no memberthreatened against the Borrower before any court, officer, administrative agency or other official arbitration board that may materially and adversely affect the ability of the Issuer has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement.
(j) The Borrower has reviewed the Indenture and hereby accepts the terms thereof.to
Appears in 2 contracts
Samples: Loan Agreement (Connecticut Water Service Inc / Ct), Loan Agreement (Connecticut Water Service Inc / Ct)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and in good standing in validly exists as a corporation under the laws of the State of CaliforniaConnecticut, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature to which the Borrower is now a party or by which it is bound, or constitutes a material default (with due notice or the passage of time or both) under any of the foregoing. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents 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 connection with the performance of the Borrower’s obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower’s certificate of incorporation or by-laws, as amended to date, or of any instrument undertaking or agreement to which the Borrower is now a party or by which it is bound.
(c6) The Cost Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders’ or similar fees or commitments in respect of the Project is as set forth transactions described in this Agreement other than the Tax Certificate and has fees to various parties to the transactions contemplated hereby which have 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 thereofheretofore paid or provided.
(d7) The Project consists is included within the definition of those facilities described in Exhibit A to this Agreement and a “project” 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 CertificateAct. The Borrower intends to cause the Project to continue to be used for an authorized project under the local furnishing of natural gas until Act during the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes Term of this Agreement.
(f) At 8) All amounts shown in Schedule D of the time Tax Regulatory Agreement are eligible costs of submission of an application to a project financed by bonds issued by the Issuer for financial assistance Authority under the Act, and may be financed by amounts in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arranged.
(g) All certificates, approvals, permits and authorizations with respect to the construction various Accounts of the Project Fund under the Indenture. None of agencies the proceeds of applicable local governments, the State and the federal government have been obtained or Bonds will be obtained in the normal course of businessused directly or indirectly as working capital or to finance inventory.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge of the Borrower, no member, officer, or other official of the Issuer has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement.
(j) The Borrower has reviewed the Indenture and hereby accepts the terms thereof.
Appears in 1 contract
Samples: Loan Agreement (Connecticut Water Service Inc / Ct)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein contained:represents that:
(a) The Borrower is a not-for-profit corporation duly incorporated and in good standing in under the laws of the State of California, is duly qualified to transact business and in good standing in the StateFlorida, has power to enter into the Borrower Documents and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by delivery of the Borrower in connection with the issuance and sale of the BondsDocuments.
(b) Neither To the best of the Borrower's knowledge, after due inquiry, neither the execution and delivery of this Agreement or any other documents contemplated hereby to be executed by of the Borrower in connection with the issuance and sale of the BondsDocuments, the consummation of the transactions contemplated herebyhereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreementthe Borrower Documents, conflicts conflict with or results result 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 restriction or of any agreement or instrument to which the Borrower is now a party or by which it is bound, bound or constitutes constitute 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 To the best of the Project is as set forth in Borrower's knowledge, after due inquiry, no event of default or any event which, with the Tax Certificate and giving of notice or the lapse of time, or both, would constitute an event of default hereunder or under the Trust Indenture 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 thereofoccurred.
(d) The Project consists of those facilities described in Exhibit A to this Agreement and in To the Southwest Gas Corporation Engineering Certificate dated the date of issuance best of the Bonds (Borrower’s knowledge, information and belief, all of the “Engineering Certificate”)documents, instruments and written information supplied by or on behalf of the Borrower, are true and correct in all material respects, do not contain any untrue statement of a material fact and do not omit to state any material fact necessary to be stated therein to make the information provided therein, in light of the circumstances under which is incorporated such information was provided, not misleading. Such items have been reasonably relied upon by reference herein, and the Borrower shall not make any changes Bond Counsel in rendering its opinion with respect to the Project except as otherwise permitted hereunder or to the operation thereof which would affect the qualification exclusion from gross income 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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paidSeries 2022 Bond for federal income tax purposes.
(e) The Tax Agreement executed and delivered by the Borrower has concurrently with the issuance and will have title to delivery of the Series 2022 Bond is true, accurate and complete in all necessary easements to install material respects as of the Project, sufficient to carry out the purposes of this Agreementdate on which executed and delivered.
(f) At the time of submission of an application The Borrower agrees that neither it nor any related party to the Issuer for financial assistance Borrower (as defined in connection with Section 1.150-1(b) of the Project and on Code) will purchase any of the dates on which Series 2022 Bond in an amount related to the Issuer took action on such applicationobligation represented by this Agreement, permanent financing for as described in Section 1.148-1(b) of the Project had not otherwise been obtained or arrangedCode.
(g) All certificates, approvals, permits and authorizations with respect to the construction of the Project of agencies of applicable local governments, the State and the federal government have been obtained or will be obtained in the normal course of business.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge Borrower's knowledge, after due inquiry, any information that has been or will be supplied by the Borrower that has been or will be relied upon by the Issuer and Bond Counsel with respect to the exclusion from gross income for federal income tax purposes of interest on the Series 2022 Bond is true and correct.
(h) The Borrower is duly authorized to operate the System under the laws, rulings, regulations and ordinances of the BorrowerState of Florida and the departments, no member, officer, or other official agencies and political subdivisions thereof.
(i) The Project constitutes a "project" within the meaning of the Issuer has any interest whatsoever in Act. All proceeds of the Borrower or in Series 2022 Bond will be used to finance a "cost" within the transactions contemplated by this Agreementmeaning of the Act.
(j) Based on current facts, estimates and circumstances, it is currently expected that the Project will not be sold or disposed of in a manner producing sale proceeds which, together with accumulated proceeds of the Series 2022 Bond or earnings thereon, would be sufficient to enable the Borrower to retire substantially all of the Series 2022 Bond prior to the maturity thereof.
(k) The Borrower will construct the Project and operate its System in accordance with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities rating or inspection organizations, bureaus, associations, or offices having jurisdiction over the System or the Project, as the case may be. The Borrower has reviewed obtained or will cause to be obtained all requisite approvals of the Indenture State of Florida and of other federal, state, regional and local governmental bodies for the System and the Project.
(l) Substantially all of the net proceeds of the Series 2022 Bond, including earnings from the investment thereof, were used, or will be used, to pay Qualified Project Costs.
(m) The Borrower will not discriminate against the users of its System on the basis of race, religion, sex or national origin.
(n) The Borrower hereby accepts covenants that no office space shall be financed with any of the terms thereofproceeds of the Series 2022 Bond.
Appears in 1 contract
Samples: Financing Agreement
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein contained------------------------------- represents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and validly exists as a corporation in good standing in under the laws of the State of CaliforniaConnecticut, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature 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. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents 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 connection with the performance of the Borrower's obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower's certificate of incorporation or by-laws, as amended to date, or of any instrument undertaking or agreement to which the Borrower is now a party or by which it is bound.
(c6) The Cost Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders' or similar fees or commitments in respect of the Project is as set forth transactions described in this Agreement other than the Tax Certificate and has fees to various parties to the transactions contemplated hereby which have 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 thereofheretofore paid or provided.
(d7) The Project consists is included within the definition of those facilities described in Exhibit A to this Agreement and a "project" in the Southwest Gas Corporation Engineering Certificate dated the date of issuance of the Bonds (the “Engineering Certificate”), which is incorporated by reference hereinAct, and the Borrower shall not make any changes its estimated cost is equal to the Project except as otherwise permitted hereunder or to the operation thereof which would affect the qualification in excess 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$30,000,000. The Borrower intends to cause the Project to be used for and continue to be an authorized project under the local furnishing of natural gas until Act during the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes Term of this Agreement.
(f) At 8) All amounts shown in Schedule D of the time Tax Regulatory Agreement are eligible costs of submission a project financed by bonds issued by the Authority under the Act, and may be financed by amounts in the Refunding Fund under the Indenture. None of an application the proceeds of the Bonds will be used directly or indirectly as working capital or to the Issuer for financial assistance in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arrangedfinance inventory.
(g9) All certificatesThe Project is in compliance with all applicable federal, approvalsState and local laws and ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality, the non-compliance with which would materially adversely affect the performance by the Borrower of any of its obligations hereunder.
(10) The Borrower has obtained, or will obtain, all necessary material approvals from any and all governmental agencies requisite to the Project, and has also obtained all material occupancy permits and authorizations with respect to from appropriate authorities authorizing the construction occupancy and use of the Project of agencies of applicable local governmentsfor the purposes contemplated hereby. The Borrower further represents and warrants that it will complete the Project in accordance with all material federal, the State and local laws, ordinances and regulations applicable thereto.
(11) The Borrower does not presently intend to lease the federal government have been obtained Project.
(12) The Borrower will not take or omit to take any action which action or omission will in any way cause the proceeds of the Bonds to be obtained applied in a manner contrary to that provided in the normal course Indenture and the Financing Documents as in force from time to time.
(13) The Borrower has not taken and will not take any action and knows of no action that any other person, firm or corporation has taken or intends to take, which would cause interest on the Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes. The representations, certifications and statements of reasonable expectation made by the Borrower in the Tax Regulatory Agreement and relating to Project description, composite issues, bond maturity and average asset economic life, use of Bond proceeds, arbitrage and related matters are hereby incorporated by this reference as though fully set forth herein.
(14) The Borrower has good and marketable title to the Project subject only to Permitted Encumbrances and to irregularities or defects in title which may exist which do not materially impair the use of such properties in the Borrower's business.
(h15) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best As of the date of execution hereof, except for the Mortgage, neither the Borrower, nor to its knowledge anyone acting on behalf of the Borrower, no member, officer, has entered into negotiations with any person for the purpose of undertaking any borrowing concurrently with or other official subsequent to the issuance of the Issuer has Bonds and to be secured wholly or partially by a lien or encumbrance on the Project or any interest whatsoever in part thereof, and the Borrower or in the transactions contemplated by this Agreementhas no present intention of undertaking any such borrowing.
(j16) The Borrower has reviewed will use all of the Indenture and hereby accepts proceeds of the terms thereofBonds to finance the Project Costs.
Appears in 1 contract
Samples: Loan Agreement (Aquarion Co)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is has been duly organized and validly exists as a corporation in good standing under the laws of the state of its incorporation, is duly incorporated qualified to do business in Maine and in good standing in any other state or jurisdiction where the State of CaliforniaBorrower does business and such qualification is required, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its organizational documents, has power to own the Collateral, to operate its Business and to enter into and perform the Financing Documents, and by proper corporate organizational action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) The Financing Documents constitute valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms.
(3) 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 BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, terms and conditions or provisions of the Borrower’s articles organizational documents or, to the knowledge of incorporation or by-laws or Borrower, any evidence of any corporate actions or of any indebtedness, contract, agreement or instrument instrument, in each case, of a material nature, to which the Borrower is now a party or by which it is boundbound to the knowledge of Borrower. No event has occurred and no condition exists which, upon the execution and delivery of any of the Financing Documents constitutes an Event of Default hereunder or constitutes a an event of default (with due notice or thereunder or, but for the passage of time or boththe giving of notice, would constitute an Event of Default hereunder or an event of default thereunder.
(4) under any There is no action or proceeding pending or, to the knowledge of the foregoingBorrower, threatened against the Borrower before any court, administrative agency or result in arbitration board that may materially and adversely affect the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets ability of the Borrower to perform its obligations under the Financing Documents, 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 connection with the performance of the Borrower’s obligations hereunder or thereunder have been obtained, except as otherwise disclosed by the Borrower.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the powers of the Borrower and have been duly authorized and approved by the Borrower and are not in contravention of law or of the Borrower’s organizational documents, as amended to date, or of any instrument undertaking or agreement to which the Borrower or any Affiliate is now a party or by which it is bound.
(c6) The Cost Business is in material compliance with all applicable federal, state and local laws and ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality.
(7) The Borrower has obtained all necessary approvals from any and all governmental agencies requisite to the operation of the Project Business. The Borrower further represents and warrants that the Business is fully operational and that it will operate the Business in material compliance with all federal, state and local laws, ordinances and regulations applicable thereto including, without limitation, laws, ordinances, regulations, policies and orders relating to land use, handling of hazardous materials and environmental quality.
(8) The Borrower has never received any notice of violations of federal, state or local laws, ordinances, rules, regulations or policies governing the use, storage, manufacture, transport or disposal of any hazardous materials (as set forth defined in 38 M.R.S.A. § 1401(2), that it has no knowledge of any such violations or of any such notices of violations at any time in the Tax Certificate and past pertaining to any real estate which is part of the Collateral or upon which any personal property which is Collateral is located, or any other real estate described in the same deed therewith on or after July 1, 1987, or to any other real estate now or formerly owned, leased, occupied or used by Borrower or on which any hazardous materials owned, used or transported by Borrower were at any time deposited or released (collectively, the “Project Realty”). The Borrower has no knowledge of any hazardous materials having been determined in accordance with sound engineering/construction and accounting principles. All deposited, discharged or otherwise released to the information provided byenvironment on or near the Project Realty, and all the representations made byProject Realty has never to its knowledge been used as a landfill or waste disposal site.
(9) The proceeds of the Loan will be used for eligible purposes under the Program, and the Borrower in intends for the Tax Certificate Project to be and continue to be used for purposes that are true eligible for financing under the Program and correct the applicable rules of the Authority.
(10) The Borrower has good and merchantable title to the Collateral owned by the Borrower as of the date thereofhereof, free and clear of liens and encumbrances, except for Permitted Encumbrances.
(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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e11) The Borrower has and will have title not take or omit to and all necessary easements to install take any action which action or omission will in any way cause the Project, sufficient to carry out the purposes of this Agreement.
(f) At the time of submission of an application to the Issuer for financial assistance in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arranged.
(g) All certificates, approvals, permits and authorizations with respect to the construction proceeds of the Project of agencies of applicable local governments, the State and the federal government have been obtained or will Loan to be obtained applied in a manner contrary to that provided in the normal course of businessFinancing Documents.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge of the Borrower, no member, officer, or other official of the Issuer has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement.
(j) The Borrower has reviewed the Indenture and hereby accepts the terms thereof.
Appears in 1 contract
Samples: Loan Agreement (Immucell Corp /De/)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and validly exists as a corporation in good standing in under the State laws of California, is duly qualified to transact business and in good standing in the State, is not in material violation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a material breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature 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. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents 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 connection with the performance of the Borrower’s obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower’s certificate of incorporation or by-laws, as amended to date, or of any instrument material undertaking or agreement to which the Borrower is now a party or by which it is bound.. 1003988
(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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e6) The Borrower has not made any commitment or taken any action which will result in a valid claim for any finders’ or similar fees or commitments in respect of the transactions described in this Agreement other than the fees to various parties to the transactions contemplated hereby which have been heretofore paid or provided or as are otherwise contemplated by the Financing Documents.
(7) The Project is included within the definition of a “project” in the Act. The Project is and will have title continue to and all necessary easements to install be an authorized project under the Project, sufficient to carry out Act during the purposes Term of this Agreement.
(f8) All amounts shown in Schedule D of the Tax Regulatory Agreement are eligible costs of a project financed by bonds issued by the Authority under the Act, and may be refinanced with the proceeds of the Bonds. None of the proceeds of the Bonds will be used directly or indirectly as working capital or to finance inventory.
(9) At The Borrower completed the time Project in accordance with all material federal, State and local laws, ordinances and regulations applicable thereto.
(10) The availability of submission of an application to the Issuer for financial assistance from the Authority in connection with the Project issuance of the Original Pollution Control Revenue Bonds induced the Borrower to acquire, construct and on install the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arrangedProject.
(g11) All certificates, approvals, permits and authorizations with respect The Borrower will not take or omit to take any action which action or omission will in any way cause the construction proceeds of the Project of agencies of applicable local governments, Bonds to be applied in a manner contrary to that provided in the State Indenture and the federal government have been obtained or will be obtained Financing Documents as in the normal course of businessforce from time to time.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge of the Borrower, no member, officer, or other official of the Issuer has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement.
(j12) The Borrower has reviewed not taken and will not take any action and knows of no action that any other person, firm or corporation has taken or intends to take, which would cause interest on the Indenture Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes. The representations, certifications and statements of reasonable expectation made by the Borrower in the Tax Regulatory Agreement and relating to Project description, composite issues, bond maturity and average asset economic life, use of Bond proceeds, arbitrage and related matters are hereby accepts incorporated by this reference as though fully set forth herein.
(13) The Borrower will use all of the terms thereof.proceeds of the Bonds to refund a portion of the Prior Obligations. 1003988
Appears in 1 contract
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 '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 Series 1999A 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 or, after the conversion of any Bonds to a Tax-Exempt Series, impair the Tax-Exempt status of the BondsBonds of a Tax-Exempt Series. 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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes of this Agreement.
(f) At the time of submission of an application to the Issuer for financial assistance in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arranged.
(g) All certificates, approvals, permits and authorizations with respect to the construction of the Project of agencies of applicable local governments, the State of Nevada and the federal government have been obtained or will be obtained in the normal course of business.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge of the Borrower, no member, officer, or other official of the Issuer has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement.
(j) The Borrower has reviewed the Indenture and hereby accepts the terms thereof.
Appears in 1 contract
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation which has been duly incorporated organized and validly exists as a corporation in good standing in under the laws of the State of CaliforniaConnecticut, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its certificate of incorporation or by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction on the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature 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. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents 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 connection with the performance of the Borrower's obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the powers of the Borrower and have been duly authorized and approved by the Borrower and are not in contravention of law or of the Borrower's certificate of incorporation or by-laws, as amended to date, or of any instrument undertaking or agreement to which the Borrower is now a party or by which it is bound.
(c6) The Cost Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders' or similar fees or commitments in respect of the Project is as set forth transactions described in the Tax Certificate and has been determined in accordance with sound engineering/construction and accounting principlesthis Agreement. 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.
(d7) The Project consists is included within the definition of those facilities described in Exhibit A to this Agreement and a "project" in the Southwest Gas Corporation Engineering Certificate dated the date of issuance of the Bonds (the “Engineering Certificate”), which is incorporated by reference hereinAct, and the Borrower shall its cost is 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 Certificateless than $4,300,000. The Borrower intends to cause the Project to be used for and continue to be an authorized project under the local furnishing of natural gas until Act during the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes Term of this Agreement.
(f) At 8) All amounts shown in Exhibit D of the time Tax Regulatory Agreement are eligible costs of submission a project financed by bonds issued by the Authority under the Act. None of an application the proceeds of the Bonds will be used directly or indirectly to the Issuer for financial assistance in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arrangedfinance inventory.
(g9) All certificatesThe Project is in material compliance with all applicable material federal, approvalsState and local laws and ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality.
(10) The Borrower has obtained, or shall obtain as required, all necessary approvals from any and all governmental agencies requisite to the Project, and has also obtained all occupancy permits and authorizations from appropriate authorities authorizing the occupancy and use of the Project for the purposes contemplated hereby. The Borrower further represents and warrants with respect to the construction any portion of the Project of agencies of applicable local governmentsthat is completed that it was completed in accordance with all material federal, the State and the federal government have been obtained or will be obtained in the normal course of businesslocal laws, ordinances and regulations applicable thereto.
(h11) No event The availability of financial assistance from the Authority as provided herein and in the Indenture has occurred and no condition exists which would constitute an Event induced the Borrower to undertake the financing of Default or which with the passing of time or with the giving of notice or both would become such an Event of DefaultProject.
(i12) To The Borrower will not take or omit to take any action which action or omission will in any way cause the best proceeds of the Bonds to be applied in a manner contrary to that provided in the Indenture and the Financing Documents as in force from time to time.
(13) The Borrower has not taken and will not take any action and knows of no action that any other person, firm or corporation has taken or intends to take, which would cause interest on the Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes. The representations, certifications and statements of reasonable expectation made by the Borrower in the Tax Regulatory Agreement and relating to Project description, composite issues, bond maturity and average asset economic life, use of Bond proceeds, arbitrage and related matters are hereby incorporated by this reference as though fully set forth herein.
(14) As of the date of execution hereof, neither the Borrower, nor to its knowledge anyone acting on behalf of the Borrower, no member, officer, has entered into negotiations with any person for the purpose of undertaking any borrowing concurrently with or other official subsequent to the issuance of the Issuer has Bonds and to be secured wholly or partially by a lien or encumbrance on the Project or any interest whatsoever in part thereof, and the Borrower or in the transactions contemplated by this Agreementhas no present intention of undertaking any such borrowing.
(j15) The Borrower has reviewed will use all of the Indenture and hereby accepts proceeds of the terms thereofBonds to pay the costs of the Project.
Appears in 1 contract
Samples: Loan Agreement (CTG Resources Inc)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and covenants that:
(a) The Borrower As of the date of this Agreement and so long as this Agreement shall remain in force and effect, that the Borrower: (i) shall not perform any act, enter into any agreement or use or permit the Project to be used in any manner (including in any unrelated trade or business) which would adversely affect the exclusion from gross income of interest on any Additional Bonds issued as Tax- Exempt Bonds or the status of the Series 2013 Bonds as Qualified School Construction Bonds pursuant to Section 54F of the Code and (ii) it is duly organized and existing as [a corporation duly incorporated and limited liability company organized for nonprofit purposes] under the laws of the State, it is in good standing in the State of California, is duly qualified and authorized to transact business and in good standing in the State, has power it will maintain, extend and renew its corporate existence under the laws of the State, and it will not do, suffer or permit any act or thing to enter into and by proper corporate action be done whereby its right to transact its functions might or could be terminated or its activities restricted.
(b) The Borrower has been duly authorized to execute and deliver this Agreement and all other documents contemplated hereby to be executed by each of the Borrower in connection with the issuance Documents 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 consummate all of the transactions contemplated herebythereby, nor and the fulfillment execution, delivery, and performance of or compliance with the terms and conditions of this Agreement, conflicts Borrower Documents will not conflict with or results in constitute 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 default 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 other instrument or agreement to which the Borrower is now a party or by to which it its property is bound.
(c) The Cost Borrower’s execution, delivery, and performance of the Project is as set forth in Borrower Documents shall not constitute a violation of any order, rule, or regulation of any court or governmental agency having jurisdiction over 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 thereofBorrower.
(d) The Project consists There are no pending or, to the Borrower’s knowledge, threatened actions, suits, or proceedings of those facilities described in Exhibit A any type whatsoever affecting the Borrower, the Borrower’s property, or the Borrower’s ability to this Agreement execute, deliver, and in the Southwest Gas Corporation Engineering Certificate dated the date of issuance perform with respect to any 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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paidBorrower’s Documents.
(e) The Facilities will constitute, and the Borrower has and will have title to and all necessary easements to install shall ensure the Projectuse of the Facilities as, sufficient to carry out the purposes of this Agreementa public charter school.
(f) At Neither the time representations of submission the Borrower contained in the Borrower Documents, nor any oral or written statements, furnished by the Borrower, nor written statements furnished on behalf of an application the Borrower, to the Issuer for financial assistance Authority or Bond Counsel in connection with the Project transactions contemplated hereby, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading. There are no facts that the Borrower has not disclosed to the Authority of the Bonds in writing that materially and on adversely affect or in the dates on which future may (so far as the Issuer took action on such applicationBorrower can now reasonably foresee) materially and adversely affect the properties, permanent financing for business, prospects, profits, or condition (financial or otherwise) of the Project had not otherwise been obtained Borrower, or arrangedthe ability of the Borrower to perform its obligations under the Borrower Documents or any documents or transactions contemplated hereby or thereby.
(g) All certificatesThe Borrower’s federal employer identification number is [ -
(h) To the Borrower’s knowledge, approvals, permits and authorizations with respect to the construction use of the Project Project, as it is proposed to be operated upon completion of agencies same, shall comply with all applicable zoning, development, pollution control, water conservation, environmental, and other laws, regulations, rules, and ordinances of applicable local governments, the federal government and the State and the federal government have been obtained or will be obtained respective agencies thereof and the political subdivisions in which the normal course of business.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of DefaultProject is located.
(i) To The Borrower or the best Lessee has obtained all necessary approvals of the knowledge of the Borrowerand licenses, no memberpermits, officerconsents, and franchises from federal, state, county, municipal, or other official of governmental authorities having jurisdiction over the Issuer has any interest whatsoever in Project to acquire, construct, improve, equip, rehabilitate, and operate the Project, and to enter into, execute, and perform its obligations under this Agreement and the other Borrower or in the transactions contemplated by this AgreementDocuments.
(j) To the Borrower’s knowledge, the Project, as designed and operated or caused to be operated by the Borrower, and when constructed or rehabilitated in accordance with such design, will meet all material requirements of law, including requirements of any federal, state, county, city or other governmental authority having jurisdiction over the Project or its use and operation.
(k) None of the Authority Indemnified Parties has any significant or conflicting interest, financial, employment, or otherwise, in the Borrower, the Project, or in any of the transactions contemplated under the Borrower Documents.
(l) As of the Closing Date, there has been no material adverse change in the financial condition, prospects, or business affairs of the Borrower or the feasibility or physical condition of the Facilities subsequent to the date on which the Authority adopted its resolution approving the issuance of the Bonds.
(m) The Borrower has reviewed (i) understands the Indenture nature of the structure of the transactions related to the financing of the Project; (ii) is familiar with all the provisions of the documents and hereby accepts instruments related to such financing to which the terms thereof.Borrower or the Authority is a party or which the Borrower is a beneficiary;
Appears in 1 contract
Samples: Loan Agreement
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedagreements and covenants herein:
(a) The Borrower is a corporation duly incorporated the execution and in good standing in delivery of this Loan Agreement, the State of CaliforniaSecurity Agreement, is duly qualified to transact business and in good standing in the StateEscrow Deposit Agreement, has power to enter into and by proper corporate action has been duly authorized to execute and deliver this Agreement the Environmental Indemnity Agreement, and all other documents contemplated hereby to be that have been executed by the Borrower in connection with this Loan Agreement and the issuance and sale of the Bonds.
(b) Neither the execution and delivery of this Agreement or any other documents transactions contemplated hereby (collectively, all such documents are referred to be executed by herein as the "Borrower in connection with the issuance and sale of the BondsDocuments"), the consummation of the transactions contemplated hereby, nor and the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts hereof do not and will not conflict with or results result in a breach of any of the terms, terms or conditions or provisions of the Borrower’s articles of incorporation or by-laws or of any corporate actions or of any agreement mortgage, indenture, loan agreement, or instrument to which the Borrower is now a party or by to which it any property of the Borrower is boundsubject, or constitutes and do not and will not constitute 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 charge, or encumbrance whatsoever of any nature upon any of the property or assets of the Borrower under contrary to the terms of any instrument or agreement agreement;
(b) the Loan to be made by the Issuer will induce the Borrower to undertake the acquisition and installation of the Equipment in the Facility;
(c) the proceeds of the Bond, together with any other funds to be contributed to the payment of Costs by the Borrower, will be sufficient to pay the costs of acquiring and installing the Equipment in the Facility for use in the motorcycle manufacturing business of the Borrower, and the proceeds of the Bond and the Loan will be used only for purposes authorized by the Act;
(d) the Borrower does not rely on any warranty of the Issuer or Lender, either express or implied, that the Equipment will be suitable to the Borrower's needs, and recognizes that under the Act the Issuer is not authorized to own and operate the Equipment or to expend any funds thereon other than the revenues received by it therefrom or the proceeds of the Bond or other funds granted to it for purposes contemplated in the Act;
(e) there is not pending, or to the best knowledge of the Borrower threatened, any suit, action, or proceeding against or affecting the Borrower before or by any court, arbitrator, administrative agency, or other governmental authority 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 contemplated hereby, or the financial condition or status of the Borrower, or any material contracts to which the Borrower is now a party or by which it is bound.party;
(cf) The Cost to the best of the Project Borrower's knowledge, the Facility and the Equipment will meet, on the date hereof, all material requirements of law, including requirements of any federal, State, Xxxxx County, Issuer, or other governmental authority having jurisdiction over the Borrower or the Facility or Equipment, including, but not limited to any applicable zoning, safety, or health regulations;
(g) neither the Borrower Documents nor any other document provided to the Lender for its use in considering whether to and agreeing to purchase the Bond, contains any untrue statement of a material fact, and there is no fact presently known to the Borrower which materially adversely affects or in the future may (so far as the Borrower can now foresee) materially adversely affect the business, operations, affairs, or condition of the Borrower or any of its material properties which have not been set forth in the Tax Certificate and has been determined in accordance with sound engineering/construction and accounting principles. All the information Borrower Documents or otherwise 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 Lender by the Borrower; 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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes of this Agreement.
(f) At the time of submission of an application to the Issuer for financial assistance in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arranged.
(g) All certificates, approvals, permits and authorizations with respect to the construction of the Project of agencies of applicable local governments, the State and the federal government have been obtained or will be obtained in the normal course of business.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge of the Borrower, no member, officer, member of the Board of Commissioners of the Issuer or other official any officer or employee of the Issuer has any an unlawful direct or indirect financial interest whatsoever in or will personally gain an unlawful financial benefit from the Facility or the Equipment or from the issuance of the Bond;
(i) the Borrower is a corporation, duly organized and in good standing under the laws of the State, is not in violation of any provisions of its articles of incorporation or in bylaws, or the transactions contemplated laws of the State, is duly authorized to transact business within the State, has power to enter into the Borrower Documents, and has duly authorized the execution, delivery, and performance of the Borrower Documents by this Agreement.proper action of its board;
(j) The the Facilities are serviced by all utilities necessary to operate the Equipment, including, but not limited to, electricity, sewer and water, and heating and cooling;
(k) the Borrower has reviewed shall take all action necessary to assure that there will be no material adverse change to the Indenture Borrower's business by reason of the advent of the year 2000, including without limitation, that all computer-based systems, imbedded microchips, and other processing capabilities effectively recognize and process dates after April 1, 1999. At the Lender's request, the Borrower shall provide to the Lender assurance reasonably acceptable to the Lender that the Borrower's computer-based systems, imbedded microchips, and other processing capabilities are year 2000 compatible;
(l) the Borrower possesses all necessary patents, licenses, trademarks, trademark rights, trade names, trade name rights and copyrights to conduct its business as now conducted, without known conflict with any patent, license, trademark, trade name or copyrights of any other person;
(m) the audited financial statements provided to the Lender in connection with the transactions contemplated hereby accepts the terms thereof.have been prepared in accordance with generally accepted accounting principles consistently applied (or, with regard to unaudited financial statements, have been in accordance with standard reporting and auditing practices) and substantially comply with usual and customary fiscal reporting practices for similar publicly held companies;
Appears in 1 contract
Samples: Loan Agreement (Excelsior Henderson Motorcycle Manufacturing Co)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents that:
(a) The Borrower is a not-for-profit corporation duly incorporated and in good standing in under the laws of the State of California, is duly qualified to transact business and in good standing in the StateFlorida, has power to enter into the Borrower Documents and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by delivery of the Borrower in connection with the issuance and sale of the BondsDocuments.
(b) Neither To the best of the Borrower's knowledge, after due inquiry, neither the execution and delivery of this Agreement or any other documents contemplated hereby to be executed by of the Borrower in connection with the issuance and sale of the BondsDocuments, the consummation of the transactions contemplated herebyhereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreementthe Borrower Documents, conflicts conflict with or results result 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 restriction or of any agreement or instrument to which the Borrower is now a party or by which it is bound, bound or constitutes constitute 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 To the best of the Project is as set forth in Borrower's knowledge, after due inquiry, no event of default or any event which, with the Tax Certificate and giving of notice or the lapse of time, or both, would constitute an event of default hereunder or under the Trust Indenture 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 thereofoccurred.
(d) The Project consists of those facilities described in Exhibit A to this Agreement and in To the Southwest Gas Corporation Engineering Certificate dated the date of issuance best of the Bonds (Borrower’s knowledge, information and belief, all of the “Engineering Certificate”)documents, instruments and written information supplied by or on behalf of the Borrower, are true and correct in all material respects, do not contain any untrue statement of a material fact and do not omit to state any material fact necessary to be stated therein to make the information provided therein, in light of the circumstances under which is incorporated such information was provided, not misleading. Such items have been reasonably relied upon by reference herein, and the Borrower shall not make any changes Bond Counsel in rendering its opinion with respect to the Project except as otherwise permitted hereunder or to the operation thereof which would affect the qualification exclusion from gross income 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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paidSeries 2022 Bond for federal income tax purposes.
(e) The Tax Agreement executed and delivered by the Borrower has concurrently with the issuance and will have title to delivery of the Series 2022 Bond is true, accurate and complete in all necessary easements to install material respects as of the Project, sufficient to carry out the purposes of this Agreementdate on which executed and delivered.
(f) At the time of submission of an application The Borrower agrees that neither it nor any related party to the Issuer for financial assistance Borrower (as defined in connection with Section 1.150-1(b) of the Project and on Code) will purchase any of the dates on which Series 2022 Bond in an amount related to the Issuer took action on such applicationobligation represented by this Agreement, permanent financing for as described in Section 1.148-1(b) of the Project had not otherwise been obtained or arrangedCode.
(g) All certificates, approvals, permits and authorizations with respect to the construction of the Project of agencies of applicable local governments, the State and the federal government have been obtained or will be obtained in the normal course of business.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge Borrower's knowledge, after due inquiry, any information that has been or will be supplied by the Borrower that has been or will be relied upon by the Issuer and Bond Counsel with respect to the exclusion from gross income for federal income tax purposes of interest on the Series 2022 Bond is true and correct.
(h) The Borrower is duly authorized to operate the System under the laws, rulings, regulations and ordinances of the BorrowerState of Florida and the departments, no member, officer, or other official agencies and political subdivisions thereof.
(i) The Project constitutes a "project" within the meaning of the Issuer has any interest whatsoever in Act. All proceeds of the Borrower or in Series 2022 Bond will be used to finance a "cost" within the transactions contemplated by this Agreementmeaning of the Act.
(j) Based on current facts, estimates and circumstances, it is currently expected that the Project will not be sold or disposed of in a manner producing sale proceeds which, together with accumulated proceeds of the Series 2022 Bond or earnings thereon, would be sufficient to enable the Borrower to retire substantially all of the Series 2022 Bond prior to the maturity thereof.
(k) The Borrower will construct the Project and operate its System in accordance with all applicable zoning, planning, building and environmental laws, ordinances, rules and regulations of governmental authorities rating or inspection organizations, bureaus, associations, or offices having jurisdiction over the System or the Project, as the case may be. The Borrower has reviewed obtained or will cause to be obtained all requisite approvals of the Indenture State of Florida and of other federal, state, regional and local governmental bodies for the System and the Project.
(l) Substantially all of the net proceeds of the Series 2022 Bond, including earnings from the investment thereof, were used, or will be used, to pay Qualified Project Costs.
(m) The Borrower will not discriminate against the users of its System on the basis of race, religion, sex or national origin.
(n) The Borrower hereby accepts covenants that no office space shall be financed with any of the terms thereofproceeds of the Series 2022 Bond.
Appears in 1 contract
Samples: Financing Agreement
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and validly exists as a corporation in good standing in under the State laws of California, is duly qualified to transact business and in good standing in the State, is not in material violation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a material breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature 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. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents 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 connection with the performance of the Borrower’s obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower’s certificate of incorporation or by-laws, as amended to date, or of any instrument material undertaking or agreement to which the Borrower is now a party or by which it is bound.. 1003998
(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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e6) The Borrower has not made any commitment or taken any action which will result in a valid claim for any finders’ or similar fees or commitments in respect of the transactions described in this Agreement other than the fees to various parties to the transactions contemplated hereby which have been heretofore paid or provided or as are otherwise contemplated by the Financing Documents.
(7) The Project is included within the definition of a “project” in the Act. The Project is and will have title continue to and all necessary easements to install be an authorized project under the Project, sufficient to carry out Act during the purposes Term of this Agreement.
(f8) All amounts shown in Schedule D of the Tax Regulatory Agreement are eligible costs of a project financed by bonds issued by the Authority under the Act, and may be refinanced with the proceeds of the Bonds. None of the proceeds of the Bonds will be used directly or indirectly as working capital or to finance inventory.
(9) At The Borrower completed the time Project in accordance with all material federal, State and local laws, ordinances and regulations applicable thereto.
(10) The availability of submission of an application to the Issuer for financial assistance from the Authority in connection with the Project issuance of the Original Pollution Control Revenue Bonds induced the Borrower to acquire, construct and on install the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arrangedProject.
(g11) All certificates, approvals, permits and authorizations with respect The Borrower will not take or omit to take any action which action or omission will in any way cause the construction proceeds of the Project of agencies of applicable local governments, Bonds to be applied in a manner contrary to that provided in the State Indenture and the federal government have been obtained or will be obtained Financing Documents as in the normal course of businessforce from time to time.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge of the Borrower, no member, officer, or other official of the Issuer has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreement.
(j12) The Borrower has reviewed not taken and will not take any action and knows of no action that any other person, firm or corporation has taken or intends to take, which would cause interest on the Indenture Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes. The representations, certifications and statements of reasonable expectation made by the Borrower in the Tax Regulatory Agreement and relating to Project description, composite issues, bond maturity and average asset economic life, use of Bond proceeds, arbitrage and related matters are hereby accepts incorporated by this reference as though fully set forth herein.
(13) The Borrower will use all of the terms thereof.proceeds of the Bonds to refund a portion of the Prior Obligations. 1003998
Appears in 1 contract
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and in good standing in validly exists as a corporation under the laws of the State of CaliforniaConnecticut, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature to which the Borrower is now a party or by which it is bound, or constitutes a material default (with due notice or the passage of time or both) under any of the foregoing. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents 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 connection with the performance of the Borrower's obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower's certificate of incorporation or by-laws, as amended to date, or of any instrument undertaking or agreement to which the Borrower is now a party or by which it is bound.
(c6) The Cost Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders' or similar fees or commitments in respect of the Project is as set forth transactions described in this Agreement other than the Tax Certificate and has fees to various parties to the transactions contemplated hereby which have 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 thereofheretofore paid or provided.
(d7) The Project consists is included within the definition of those facilities described in Exhibit A to this Agreement and a "project" 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 CertificateAct. The Borrower intends to cause the Project to continue to be used for an authorized project under the local furnishing of natural gas until Act during the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes Term of this Agreement.
(f) At 8) All amounts shown in Schedule D of the time Tax Regulatory Agreement are eligible costs of submission a project financed by bonds issued by the Authority under the Act, and may be refinanced by amounts in the Refunding Fund under the Indenture. None of an application the proceeds of the Bonds will be used directly or indirectly as working capital or to the Issuer for financial assistance in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arrangedfinance inventory.
(g9) All certificatesThe Project is in material compliance with all applicable federal, approvalsState and local laws and ordinances (including rules and regulations) relating to zoning, permits building, safety and authorizations with respect environmental quality.
(10) The availability of financial assistance from the Authority, among other factors, has induced the Borrower to locate the Project in the State. The Borrower does not presently intend to lease the Project.
(11) The Borrower will not take or omit to take any action which action or omission will in any way cause the proceeds of the Bonds to be applied in a manner contrary to that provided in the Indenture and the Financing Documents as in force from time to time.
(12) The Borrower has not taken and will not take any action and knows of no action that any other person, firm or corporation has taken or intends to take, which would cause interest on the Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes. The representations, certifications and statements of reasonable expectation made by the Borrower in the Tax Regulatory Agreement and relating to Project description, composite issues, bond maturity and average asset economic life, use of Bond proceeds, arbitrage and related matters are hereby incorporated by this reference as though fully set forth herein.
(13) The Borrower has good and marketable title in fee simple to the construction Project Realty subject only to Permitted Encumbrances and to irregularities or defects in title which may exist which do not materially impair the use of the Project of agencies of applicable local governments, the State and the federal government have been obtained or will be obtained such properties in the normal course of Borrower's business.
(h14) No event The Borrower has occurred good and no condition exists which would constitute an Event merchantable title to the Project Equipment owned by the Borrower as of Default or which with the passing date hereof, free and clear of time or with the giving of notice or both would become such an Event of Defaultliens and encumbrances, other than Permitted Encumbrances.
(i15) To the best As of the date of hereof, except for the Mortgage, neither the Borrower, nor to its knowledge anyone acting on behalf of the Borrower, no member, officer, has entered into negotiations with any person for the purpose of undertaking any borrowing concurrently with or other official subsequent to the issuance of the Issuer has Bonds and to be secured wholly or partially by a lien or encumbrance on the Project or any interest whatsoever in part thereof, and the Borrower or in the transactions contemplated by this Agreementhas no present intention of undertaking any such borrowing.
(j16) The Borrower has reviewed will use all of the Indenture and hereby accepts proceeds of the terms thereofBonds to refund in full the Prior Obligations.
Appears in 1 contract
Samples: Loan Agreement (Connecticut Water Service Inc / Ct)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and validly exists as a corporation in good standing in under the State laws of Californiathe Commonwealth of Massachusetts, is duly qualified to transact business and as a foreign corporation in good standing in 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 been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature 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. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets 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 connection with the performance of the Borrower's obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower's Articles of Organization or by-laws, as amended to date, or of any instrument undertaking or agreement to which the Borrower is now a party or by which it is bound.
(c6) The Cost Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders' or similar fees or commitments in respect of the Project is as set forth transactions described in this Agreement other than the Tax Certificate and has fees to various parties to the transactions contemplated hereby which have 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 thereofheretofore paid or provided.
(d7) The Project consists is included within the definition of those facilities described in Exhibit A to this Agreement and a "project" in the Southwest Gas Corporation Engineering Certificate dated Act, and its estimated cost was, at the date time of issuance of the Bonds (the “Engineering Certificate”)Prior Obligations, which is incorporated by reference herein, and the Borrower shall not make any changes equal to the Project except as otherwise permitted hereunder or to the operation thereof which would affect the qualification in excess 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$38,500,000. The Borrower intends to cause the Project to be used for and continue to be an authorized project under the local furnishing of natural gas until Act during the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes Term of this Agreement.
(f) At 8) All amounts shown in Schedule D of the time Tax Regulatory Agreement are eligible costs of submission a project financed by bonds issued by the Authority under the Act, and may be financed by amounts in the Redemption Fund under the Indenture. None of an application the proceeds of the Bonds will be used directly or indirectly as working capital or to the Issuer for financial assistance in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arrangedfinance inventory.
(g) All certificates, approvals, permits and authorizations with respect to the construction of the Project of agencies of applicable local governments, the State and the federal government have been obtained or will be obtained in the normal course of business.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i9) To the best of the knowledge of Borrower's knowledge, the BorrowerProject is in compliance with all applicable federal, no memberState and local laws and ordinances (including rules and regulations) relating to zoning, officerbuilding, or other official of safety and environmental quality the Issuer has any interest whatsoever in non-compliance with which would materially adversely affect the performance by the Borrower or in the transactions contemplated by this Agreementof any of its obligations hereunder.
(j10) The Borrower represents and warrants that the Project has been completed in accordance with all material federal, State and local laws, ordinances and regulations applicable thereto.
(11) The availability of financial assistance from the Authority as provided herein and in the Indenture induced the Borrower to undertake construction of the Project in the State. The Borrower does not presently intend to lease the Project.
(12) The Borrower will not take or omit to take any action which action or omission will in any way cause the proceeds of the Bonds to be applied in a manner contrary to that provided in the Indenture and the Financing Documents as in force from time to time.
(13) The Borrower has reviewed not taken and will not take any action and knows of no action that any other person, firm or corporation has taken or intends to take, which would cause interest on the Indenture Bonds to be includable in the gross income of
(14) The Borrower is the owner of the Project and hereby accepts of a 12.205% undivided interest in the terms thereofPlant and the Borrower's title thereto is free and clear of all recorded and properly indexed or filed and properly indexed encumbrances except for Permitted Encumbrances.
Appears in 1 contract
Samples: Loan Agreement (National Grid Usa)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresentations:
(a) The Borrower is a corporation corporation, duly incorporated organized, validly existing and in good standing in under the State laws of California, is duly qualified to transact business and in good standing in the State, Commonwealth of Virginia. The Borrower has the power to enter into the Financing Documents to which it is a party and the transactions contemplated hereunder and thereunder and has, by proper corporate action has been action, duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents to which it is a party and the performance of its obligations hereunder and thereunder.
(b) Neither The Borrower is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money or in default under any instrument under and subject to which any indebtedness has been incurred, and no event has occurred and is continuing under the provisions of any such instrument that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder.
(c) There is no litigation at law or in equity or any proceeding before any governmental agency involving the Borrower pending or, to their best knowledge, threatened in which any liability of the Borrower is not adequately covered by insurance or for which adequate reserves are not provided or for which any judgment or order would have a material adverse effect upon the business or assets of the Borrower or affect the existence or authority of the Borrower to do business, the acquisition, improvement, construction, equipping or operation of the Project, the validity of the Financing Documents to which the Borrower is a party or the performance by the Borrower of its obligations hereunder or thereunder.
(d) 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 BondsFinancing Documents to which it is a party, the performance of its obligations hereunder and thereunder and the consummation of the transactions herein and therein contemplated herebydo not and will not conflict with, nor the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts with constitute a breach or results result in a breach of any violation of, the articles of the terms, conditions or provisions of the Borrower’s articles of incorporation or by-laws or bylaws of any corporate actions or of the Borrower, any agreement or other instrument to which the Borrower is now a party or by which it is boundbound or any constitutional or statutory provision or order, rule, regulation, decree or constitutes a default (with due notice ordinance of any court, government or governmental authority having jurisdiction over the passage of time Borrower 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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paidits property.
(e) The Borrower has obtained all consents, approvals, authorizations and will have title orders (collectively, the "Consents"), including without limitation Consents of any governmental or regulatory authority, that are required to be obtained by the Borrower as condition precedent to the issuance of the Bonds, the execution and delivery of the Financing Documents to which the Borrower is a party and the performance of its obligations hereunder and thereunder. The Borrower shall obtain when needed all necessary easements other Consents required for the operation of the Project and the performance of its obligations under the Financing Documents and has no reason to install the Project, sufficient to carry out the purposes of this Agreementbelieve that all such Consents not currently obtainable cannot be obtained when needed.
(f) At the time of submission of an application The assets acquired or to the Issuer for financial assistance in connection be acquired with the Project and on proceeds of the dates on Bonds, together with the other assets acquired or to be acquired by the Borrower for which the Issuer took action Borrower has paid or for which the Borrower has available funds on such applicationhand include all of those assets which are required to operate the Project. The Borrower further represents that it has available funds in an amount that, permanent financing for together with the proceeds of the Bonds, will be sufficient to complete the acquisition, construction and equipping of the Project had not otherwise been obtained or arrangedas currently proposed.
(g) All certificatesThe Official Statement 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, approvals, permits and authorizations with respect to the construction in light of the Project of agencies of applicable local governmentscircumstances under which they were made, not misleading in any material respect for the purposes for which the Official Statement is to be used. This representation shall not apply to statements and information contained in the Official Statement concerning the Authority, the State and the federal government have been obtained or will be obtained in the normal course of business.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge of the Borrower, no member, officerUnderwriter, or other official of litigation to which the Issuer has any interest whatsoever in the Borrower or in the transactions contemplated by this AgreementAuthority is a party.
(j) The Borrower has reviewed the Indenture and hereby accepts the terms thereof.
Appears in 1 contract
Representations by the Borrower. The Borrower makes represents and covenants to the following Issuer, as of the date of this Loan Agreement and as of the date of delivery of the Bonds to the initial purchasers with such representations as and warranties surviving the basis for issuance of the undertakings on its part herein containedBonds, that:
(a) The Borrower is duly organized and existing as a nonprofit corporation duly incorporated under the laws of the State and operates a State charter school established under the Charter Schools Act, it is in good standing in the State of California, is duly qualified and authorized to transact business and in good standing in the State, has it will maintain, extend and renew its nonprofit corporate existence under the State laws, and it will not do, suffer or permit any act or thing to be done whereby its right to transact its functions as such might or could be terminated or its activities restricted.
(b) So long as any Bonds are Outstanding, the Borrower covenants and agrees to manage the Facilities in a manner that permits it to meet its obligations under this Loan Agreement.
(c) The Borrower is organized and operated for the purpose of providing educational services under the Charter Schools Act and other laws of the State, and with the power to enter into own, develop, construct, rehabilitate, operate, equip, and by proper corporate action maintain its charter school facilities, the Borrower has been duly authorized to execute and deliver this Agreement and all other documents contemplated hereby to be executed by each of the Borrower in connection with the issuance Documents 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 consummate all of the transactions contemplated herebythereby, nor and the fulfillment execution, delivery, and performance of or compliance with the terms and conditions of this Agreement, conflicts Borrower Documents will not conflict with or results in constitute 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 default 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 other instrument or agreement to which the Borrower is now a party or by to which it its property 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 Borrower’s execution, delivery, and in the Southwest Gas Corporation Engineering Certificate dated the date of issuance performance of the Bonds (the “Engineering Certificate”), which is incorporated by reference herein, and the Borrower Documents shall not make constitute a violation of any changes to order, rule, or regulation of any court or governmental agency having jurisdiction over 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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paidBorrower.
(e) The There are no pending or, to the best of the Borrower’s knowledge, threatened actions, suits, or proceedings of any type whatsoever affecting the Borrower, the Borrower’s property, or the Borrower’s ability to execute, deliver, and perform with respect to any of the Borrower has and will have title to and all necessary easements to install Documents, except as otherwise set forth in the Project, sufficient to carry out the purposes of this AgreementLimited Offering Memorandum.
(f) At The Facilities financed or refinanced with proceeds of the time Loan are or will be comprised of submission land, buildings, facilities, equipment and/or other items to be owned or operated by a nonprofit organization described in Section 501(c)(3) of an application to the Issuer for financial assistance in connection with Code and are a “project” within the Project and on provisions of the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arrangedAct.
(g) All certificatesNeither the representations of the Borrower contained in the Borrower Documents and the Limited Offering Memorandum nor any oral or written statements, approvalsfurnished by the Borrower, permits and authorizations with respect nor written statements furnished on behalf of the Borrower, to the construction Issuer, Bond Counsel, the Bondholder Representative or the Underwriter in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading. There are no facts that the Borrower has not disclosed to the Issuer, the Bondholder Representative or the Underwriter in writing that materially and adversely affect or in the future may (so far as the Borrower can now reasonably foresee) materially and adversely affect the properties, business, prospects, profits, or condition (financial or otherwise) of the Project Borrower, or the ability of agencies of applicable local governments, the State and Borrower to perform its obligations under the federal government have been obtained Borrower Documents or will be obtained in the normal course of businessany documents or transactions contemplated hereby or thereby.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge Borrower’s knowledge, the use of the BorrowerSeries 2023 Facilities, no memberas it is proposed to be operated, officercomplies with all presently applicable zoning, or development, pollution control, water conservation, environmental, and other official laws, regulations, rules, and ordinances of the Issuer has federal government and the State and the respective agencies thereof and the political subdivisions in which the Series 2023 Facilities are located.
(i) The Borrower will comply with the Charter in all material respects and will take all reasonable action to maintain, extend and renew the Charter so long as any interest whatsoever in the Borrower or in the transactions contemplated by amounts under this AgreementLoan Agreement are due and payable.
(j) The Borrower has reviewed obtained, or will obtain before they are required, all necessary approvals of and licenses, permits, consents, and franchises from federal, state, county, municipal, or other governmental authorities having jurisdiction over the Series 2023 Facilities to acquire and operate the Series 2023 Facilities, and to enter into, execute, and perform its obligations under this Loan Agreement and the other Borrower Documents and (i) this Loan Agreement and the Borrower Documents, when assigned to the Trustee pursuant to the Indenture, will constitute the legal, valid and binding agreements of the Borrower enforceable against the Borrower in accordance with their terms, including by the Trustee for the benefit of the Bondholders, and (ii) the Issuer’s Unassigned Rights constitute the legal, valid, and binding agreements of the Borrower enforceable against the Borrower (A) by the Issuer in its own right, or (B) in the case of the rights of any Issuer Indemnified Party (including, without limitation, the right of any Issuer Indemnified Party to indemnification and immunity from liability), by such Issuer Indemnified Party in his, her or its own right in accordance with their respective terms.
(k) The Series 2023 Facilities will meet all material requirements of law, including requirements of any federal, state, county, city or other governmental authority having jurisdiction over the Series 2023 Facilities or its use and operation.
(l) None of the Issuer Indemnified Parties has any significant or conflicting interest, financial, employment, or otherwise, in the Borrower, the Series 2023 Project, or in any of the transactions contemplated under the Borrower Documents.
(m) As of the Closing Date, there has been no material adverse change in the financial condition, prospects, or business affairs of the Borrower or the feasibility or physical condition of the Series 2023 Facilities subsequent to the date on which the Issuer adopted its resolution approving the issuance of the Series 2023 Bonds.
(n) The Borrower (i) understands the nature of the structure of the transactions related to the financing of the Series 2023 Project; (ii) is familiar with all the provisions of the documents and instruments related to such financing to which the Borrower or the Issuer is a party or to which the Borrower is a beneficiary; (iii) understands the risk inherent in such transactions, including, without limitation, the risk of loss of the Series 2023 Facilities; and (iv) has not relied on the Issuer for any guidance or expertise in analyzing the financial consequences of such financing transactions or otherwise relied on the Issuer in any manner, except to issue the Series 2023 Bonds in order to provide funds for the Loan.
(o) The Borrower hereby acknowledges receipt of the Indenture, agrees to be bound by its terms, and accepts all obligations and duties imposed thereby.
(p) Notwithstanding any provisions of this Section 2.02, if the Borrower shall provide to the Issuer and the Trustee an opinion of Bond Counsel that any specified action required under this Section or Section 3.16 of the Indenture is no longer required or that some further or different action is required to maintain the excludability from federal income tax of interest on the Tax-Exempt Bonds, the Issuer, the Trustee and the Borrower may conclusively rely on such opinion in complying with the requirements of this Section and Section 3.16 of the Indenture and be protected in so doing, and the covenants hereunder shall be deemed to be modified to that extent.
(q) Except during the continuance of an Event of Default, the Borrower shall have a duty to direct the Trustee to invest or reinvest all money held for the credit of all Funds established by the Indenture in accordance with Article VI of the Indenture.
(r) All representations of the Borrower contained herein or in any certificate or other instrument delivered by the Borrower pursuant hereto, to the Indenture, or in connection with the transactions contemplated hereby accepts and thereby, shall survive the terms execution and delivery hereof and thereof and the issuance, sale, and delivery of the Series 2023 Bonds and shall remain in full force and effect as representations of facts existing as of the date of execution and delivery of the instrument containing such representation regardless of the issuance of the Series 2023 Bonds, and regardless of any investigations by or on behalf of the Issuer or the results thereof.
(s) The Borrower covenants and agrees to pay, when due, all costs and expenses of the Issuer and the Bondholder Representative incurred in connection with the Bonds or the Project not paid from the Cost of Issuance Fund, including, without limitation, each and all of the following:
(i) all indemnity payments;
(ii) all expenses incurred by the Issuer or the Bondholder Representative in connection with the Project, the Bonds, the Indenture, or any of the Borrower Documents, including, without limitation, their attorneys’ fees and expenses and their advisors’ fees and expenses; and
(iii) the fees and expenses of the Rebate Analyst.
(t) The Borrower will not grant any Liens on all or any portion of the Series 2023 Facilities or the Pledged Revenues (other than Liens relating to Permitted Subordinate Indebtedness to the extent permitted under this Loan Agreement and Permitted Encumbrances).
(u) Upon the execution by the Borrower of the Deed of Trust and its subsequent recording, and upon the filing of UCC-1 financing statements or amendments thereto, the Trustee will have a valid first Lien on the Series 2023 Facilities and a valid security interest in the personal property subject to no Liens, charges or encumbrances other than the Permitted Encumbrances, and the Borrower will take all necessary actions including filing continuation statements to preserve such Lien and security interest. The Borrower shall not change its name unless prior to the effective date of such change the Borrower has notified the Trustee and the Bondholder Representative of such change and has filed and taken, or assisted the Trustee in filing and taking, all actions necessary under the Uniform Commercial Code and other applicable law in order to preserve and protect such Lien and security interest following such name change have been made and taken.
(v) The Borrower shall provide the reports set forth in Section 8.05 hereof.
(w) No written information, exhibit or report furnished to the Issuer by the Borrower in its application for financing or by the Borrower or its representatives in connection with the negotiation of this Loan Agreement or the Borrower Documents, regardless of whether the Issuer is a party thereto (including, without limitation, any financial statements, whether audited or unaudited, and any other financial information provided in connection therewith) contains any untrue statement of a material fact or omits to state a 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.
Appears in 1 contract
Samples: Loan Agreement
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein contained------------------------------- represents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and validly exists as a corporation in good standing in under the laws of the State of CaliforniaConnecticut, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature 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. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents 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 connection with the performance of the Borrower's obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower's certificate of incorporation or by-laws, as amended to date, or of any instrument undertaking or agreement to which the Borrower is now a party or by which it is bound.
(c6) The Cost Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders' or similar fees or commitments in respect of the Project is as set forth transactions described in this Agreement other than the Tax Certificate and has fees to various parties to the transactions contemplated hereby which have 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 thereofheretofore paid or provided.
(d7) The Project consists is included within the definition of those facilities described in Exhibit A to this Agreement and a "project" in the Southwest Gas Corporation Engineering Certificate dated the date of issuance of the Bonds (the “Engineering Certificate”), which is incorporated by reference hereinAct, and the Borrower shall not make any changes its estimated cost is equal to the Project except as otherwise permitted hereunder or to the operation thereof which would affect the qualification in excess 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$30,000,000. The Borrower intends to cause the Project to be used for and continue to be an authorized project under the local furnishing of natural gas until Act during the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes Term of this Agreement.
(f) At 8) All amounts shown in Schedule D of the time Tax Regulatory Agreement are eligible costs of submission of an application to a project financed by bonds issued by the Issuer for financial assistance Authority under the Act, and may be financed by amounts in connection with the Project and on Fund under the dates on which Indenture. None of the Issuer took action on such application, permanent financing for proceeds of the Project had not otherwise been obtained Bonds will be used directly or arrangedindirectly as working capital or to finance inventory.
(g9) All certificatesThe Project is in material compliance with all applicable federal, approvalsState and local laws and ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality the non-compliance with which would materially adversely affect the performance by the Borrower of any of its obligations hereunder.
(10) The Borrower has obtained, or will obtain, all necessary material approvals from any and all governmental agencies requisite to the Project, and has also obtained all material occupancy permits and authorizations with respect to from appropriate authorities authorizing the construction occupancy and use of the Project of agencies of applicable local governmentsfor the purposes contemplated hereby. The Borrower further represents and warrants that it will complete the Project in accordance with all material federal, the State and local laws, ordinances and regulations applicable thereto.
(11) The Borrower does not presently intend to lease the federal government have been obtained Project.
(12) The Borrower will not take or omit to take any action which action or omission will in any way cause the proceeds of the Bonds to be obtained applied in a manner contrary to that provided in the normal course Indenture and the Financing Documents as in force from time to time.
(13) The Borrower has not taken and will not take any action and knows of no action that any other person, firm or corporation has taken or intends to take, which would cause interest on the Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes. The representations, certifications and statements of reasonable expectation made by the Borrower in the Tax Regulatory Agreement and relating to Project description, composite issues, bond maturity and average asset economic life, use of Bond proceeds, arbitrage and related matters are hereby incorporated by this reference as though fully set forth herein.
(14) The Borrower has good and marketable title to the Project subject only to Permitted Encumbrances and to irregularities or defects in title which may exist which do not materially impair the use of such properties in the Borrower's business.
(h15) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best As of the date of execution hereof, except for the Mortgage, neither the Borrower, nor to its knowledge anyone acting on behalf of the Borrower, no member, officer, has entered into negotiations with any person for the purpose of undertaking any borrowing concurrently with or other official subsequent to the issuance of the Issuer has Bonds and to be secured wholly or partially by a lien or encumbrance on the Project or any interest whatsoever in part thereof, and the Borrower or in the transactions contemplated by this Agreementhas no present intention of undertaking any such borrowing.
(j16) The Borrower has reviewed will use all of the Indenture and hereby accepts proceeds of the terms thereofBonds to finance the Project Costs.
Appears in 1 contract
Samples: Loan Agreement (Aquarion Co)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and validly exists as a corporation in good standing in under the laws of the State of CaliforniaConnecticut, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and per form its obligations under the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its in debtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature 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 foregoingfore going. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents 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 connection with the performance of the Borrower's obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower's certificate of incorporation or by-laws, as amended to date, or of any instrument undertaking or agreement to which the Borrower is now a party or by which it is bound.
(c6) The Cost Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders' or similar fees or commitments in respect of the Project is as set forth transactions described 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.this
(d7) The Project consists is included within the definition of those facilities described in Exhibit A to this Agreement and a "project" in the Southwest Gas Corporation Engineering Certificate dated the date of issuance of the Bonds (the “Engineering Certificate”), which is incorporated by reference hereinAct, and the Borrower shall not make any changes its estimated cost is equal to the Project except as otherwise permitted hereunder or to the operation thereof which would affect the qualification in excess 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$8,000,000. The Borrower intends to cause the Project to be used for and continue to be an authorized project under the local furnishing of natural gas until Act during the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes Term of this Agreement.
(f) At 8) All amounts shown in Schedule D of the time Tax Regulatory Agreement are eligible costs of submission of an application to a project financed by bonds issued by the Issuer for financial assistance Authority under the Act, and may be financed by amounts in connection with the Project and on Fund under the dates on which Indenture. None of the Issuer took action on such application, permanent financing for proceeds of the Project had not otherwise been obtained Bonds will be used directly or arrangedindirectly as working capital or to finance inventory.
(g9) All certificatesThe Project is in material compliance with all applicable federal, approvals, permits and authorizations with respect to the construction of the Project of agencies of applicable local governments, the State and local laws and ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality the federal government have been obtained or will be obtained in the normal course of business.
(h) No event has occurred and no condition exists non-compliance with which would constitute an Event of Default or which with materially adversely affect the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best of the knowledge of the Borrower, no member, officer, or other official of the Issuer has any interest whatsoever in performance by the Borrower or in the transactions contemplated by this Agreementof any of its obligations hereunder.
(j) The Borrower has reviewed the Indenture and hereby accepts the terms thereof.
Appears in 1 contract
Samples: Loan Agreement (Connecticut Water Service Inc / Ct)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and in good standing in validly exists as a corporation under the laws of the State of CaliforniaConnecticut, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature to which the Borrower is now a party or by which it is bound, or constitutes a material default (with due notice or the passage of time or both) under any of the foregoing. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents 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 connection with the performance of the Borrower's obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower's certificate of incorporation or by-laws, as amended to date, or of any instrument undertaking or agreement to which the Borrower is now a party or by which it is bound.
(c6) The Cost Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders' or similar fees or commitments in respect of the Project is as set forth transactions described in this Agreement other than the Tax Certificate and has fees to various parties to the transactions contemplated hereby which have 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 thereofheretofore paid or provided.
(d7) The Project consists is included within the definition of those facilities described in Exhibit A to this Agreement and a "project" 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 CertificateAct. The Borrower intends to cause the Project to continue to be used for an authorized project under the local furnishing of natural gas until Act during the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes Term of this Agreement.
(f) At 8) All amounts shown in Schedule D of the time Tax Regulatory Agreement are eligible costs of submission a project financed by bonds issued by the Authority under the Act, and may be refinanced by amounts in the Refunding Fund under the Indenture. None of an application the proceeds of the Bonds will be used directly or indirectly as working capital or to the Issuer for financial assistance in connection with the Project and on the dates on which the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arrangedfinance inventory.
(g9) All certificatesThe Project is in material compliance with all applicable federal, approvalsState and local laws and ordinances (including rules and regulations) relating to zoning, permits building, safety and authorizations with respect environmental quality.
(10) The availability of financial assistance from the Authority, among other factors, has induced the Borrower to locate the Project in the State. The Borrower does not presently intend to lease the Project.
(11) The Borrower will not take or omit to take any action which action or omission will in any way cause the proceeds of the Bonds to be applied in a manner contrary to that provided in the Indenture and the Financing Documents as in force from time to time.
(12) The Borrower has not taken and will not take any action and knows of no action that any other person, firm or corporation has taken or intends to take, which would cause interest on the Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes. The representations, certifications and statements of reasonable expectation made by the Borrower in the Tax Regulatory Agreement and relating to Project description, composite issues, bond maturity and average asset economic life, use of Bond proceeds, arbitrage and related matters are hereby incorporated by this reference as though fully set forth herein.
(13) The Borrower has good and marketable title in fee simple to the construction Project Realty subject only to Permitted Encumbrances and to irregularities or defects in title which may exist which do not materially impair the use of the Project of agencies of applicable local governments, the State and the federal government have been obtained or will be obtained such properties in the normal course of Borrower's business.
(h14) No event The Borrower has occurred good and no condition exists which would constitute an Event merchantable title to the Project Equipment owned by the Borrower as of Default or which with the passing date hereof, free and clear of time or with the giving of notice or both would become such an Event of Defaultliens and encumbrances, other than Permitted Encumbrances.
(i15) To the best As of the date of hereof, except for the Mortgage, neither the Borrower, nor to its knowledge anyone acting on behalf of the Borrower, no member, officer, has entered into negotiations with any person for the purpose of undertaking any borrowing concurrently with or other official subsequent to the issuance of the Issuer has Bonds and to be secured wholly or partially by a lien or encumbrance on the Project or any interest whatsoever in part thereof, and the Borrower or in the transactions contemplated by this Agreementhas no present intention of undertaking any such borrowing.
(j16) The Borrower has reviewed will use all of the Indenture proceeds of the Bonds to refund in full the Prior Obligations and hereby accepts to pay a portion of the terms thereofcosts of issuance of the Bonds.
Appears in 1 contract
Samples: Loan Agreement (Connecticut Water Service Inc / Ct)
Representations by the Borrower. The Borrower makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a1) The Borrower is a corporation has been duly incorporated and validly exists as a corporation in good standing in under the laws of the State of CaliforniaConnecticut, is duly qualified to transact business and not in good standing in the Stateviolation of any provision of its certificate of incorporation or its by-laws, has corporate power to enter into and perform the Financing Documents, and by proper corporate action has been duly authorized to execute the execution and deliver this Agreement and all other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale delivery of the BondsFinancing Documents.
(b2) 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 this Agreement or any other documents contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the BondsFinancing Documents, the consummation of the transactions contemplated herebythereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions of this Agreement, thereof is prevented or limited by or conflicts with or results in a breach of any of of, or default under the terms, conditions or provisions of any contractual or other restriction of the Borrower’s articles , evidence of incorporation its indebtedness or by-laws or of any corporate actions or of any agreement or instrument of whatever nature 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. No event has occurred and no condition exists which, or result in upon the creation or imposition execution and delivery of any prohibited lienFinancing Documents, charge constitutes an Event of Default hereunder or encumbrance whatsoever upon any 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 property Borrower, threatened against the Borrower before any court, administrative agency or assets 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 Disclosure Documents; 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 connection with the performance of the Borrower's obligations hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the corporate powers of the Borrower and have been duly authorized and approved by the board of directors of the Borrower and are not in contravention of law or of the Borrower's certificate of incorporation or by-laws, as amended to date, or of any instrument undertaking or agreement to which the Borrower is now a party or by which it is bound.
(c6) The Cost Borrower represents that it has not made any commitment or taken any action which will result in a valid claim for any finders' or similar fees or commitments in respect of the Project is as set forth transactions described in this Agreement other than the Tax Certificate and has fees to various parties to the transactions contemplated hereby which have 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 thereofheretofore paid or provided.
(d7) The Project consists is included within the definition of those facilities described in Exhibit A to this Agreement and a "project" in the Southwest Gas Corporation Engineering Certificate dated the date of issuance of the Bonds (the “Engineering Certificate”), which is incorporated by reference hereinAct, and the Borrower shall not make any changes its estimated cost is equal to the Project except as otherwise permitted hereunder or to the operation thereof which would affect the qualification in excess 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$61,300,000. The Borrower intends to cause the Project to be used for and continue to be an authorized project under the local furnishing of natural gas until Act during the principal of, the premium, if any, and the interest on the Bonds shall have been paid.
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes Term of this Agreement.
(f) At 8) All amounts shown in Schedule D of the time Tax Regulatory Agreement are eligible costs of submission of an application to a project financed by bonds issued by the Issuer for financial assistance Authority under the Act, and may be financed by amounts in connection with the Project and on Fund under the dates on which Indenture. None of the Issuer took action on such application, permanent financing for proceeds of the Project had not otherwise been obtained Bonds will be used directly or arrangedindirectly as working capital or to finance inventory.
(g9) All certificatesThe Project is in compliance with all applicable federal, approvalsState and local laws and ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality the non-compliance with which would materially adversely affect the performance by the Borrower of any of its obligations hereunder.
(10) Except as described in the Disclosure Documents, the Borrower has obtained all necessary material approvals from any and all governmental agencies requisite to the Project, and has also obtained all material occupancy permits and authorizations with respect to from appropriate authorities authorizing the construction occupancy and use of the Project of agencies of applicable local governmentsfor the purposes contemplated hereby. The Borrower further represents and warrants that it has completed the Project in accordance with all material federal, the State and the federal government have been obtained or will be obtained in the normal course of businesslocal laws, ordinances and regulations applicable thereto.
(h11) No event The availability of financial assistance from the Authority as provided herein and in the Indenture has occurred and no condition exists which would constitute an Event of Default or which with induced the passing of time or with Borrower to locate the giving of notice or both would become such an Event of DefaultProject in the State. The Borrower does not presently intend to lease the Project.
(i12) To The Borrower will not take or omit to take any action which action or omission will in any way cause the best proceeds of the knowledge of the Borrower, no member, officer, or other official of the Issuer has any interest whatsoever Bonds to be applied in a manner contrary to that provided in the Borrower or Indenture and the Financing Documents as in the transactions contemplated by this Agreementforce from time to time.
(j13) The Borrower has reviewed not taken and will not take any action and knows of no action that any other person, firm or corporation has taken or intends to take, which would cause interest on the Indenture Bonds to be includable in the gross income of the recipients thereof for federal income tax purposes. The representations, certifications and statements of reasonable expectation made by the Borrower in the Tax Regulatory Agreement and relating to Project description, composite issues, bond maturity and average asset economic life, use of Bond proceeds, arbitrage and related matters are hereby accepts incorporated by this reference as though fully set forth herein.
(14) The Borrower has good and marketable or good and merchantable title to the terms thereofProject subject only to Permitted Encumbrances and to irregularities or defects in title which may exist which do not materially impair the use of such properties in the Borrower's business.
Appears in 1 contract
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 validly existing under the laws of the State, is in good standing in under the laws of the State of California, is duly qualified to transact business and in good standing in has 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 perform the transactions contemplated hereby to be executed by the Borrower in connection with the issuance and sale of the Bonds.Documents;
(b) Neither By proper corporate action, the Borrower has duly authorized the execution and delivery of this Agreement or any other documents the Borrower Documents and the consummation of the transactions contemplated hereby to and thereby, and the taking of any and all actions as may be executed by required on the part of the Borrower to carry out, give effect to and consummate such transactions; and the Borrower Documents have been duly executed and delivered by, and constitute legal, valid, and binding agreements of, the Borrower, enforceable in connection accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights or the issuance enforcement thereof and sale by general principles of equity;
(c) The Borrower certifies that the Project Costs will be not less than $172,000,000;
(d) The execution and delivery of the BondsBorrower Documents, the consummation of the transactions contemplated herebyhereby and thereby, nor and the fulfillment of or compliance with the terms and conditions of this Agreement, conflicts the Borrower Documents do not (i) conflict with or results result in a breach of any of the terms, conditions conditions, or provisions of the Borrower’s articles of incorporation its corporate charter, its bylaws 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 (ii) constitute a default (with due notice or the passage of time or both) under any of the foregoing, or (iii) except as contemplated hereby, result in the creation or imposition of any prohibited lien, charge charge, or encumbrance of any nature 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.
, or (civ) The Cost violate any provision 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, law or any regulation applicable to the Borrower in the Tax Certificate are true and correct as or any applicable writ or decree 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 any court or governmental authority having jurisdiction over the Borrower shall not make or any changes to the Project except as otherwise permitted hereunder of its activities 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 until the principal of, the premium, if any, and the interest on the Bonds shall have been paid.property; and
(e) The Borrower has and will have title to and all necessary easements to install the Project, sufficient to carry out the purposes of this Agreement.
(f) At the time of submission of an application consents to the Issuer for financial assistance references to it in connection with the Project Preliminary Confidential Private Placement Memorandum dated June 19, 1995 and on the dates on which Confidential Private Placement Memorandum dated June 28, 1995 relating to the Issuer took action on such application, permanent financing for the Project had not otherwise been obtained or arranged.
(g) All certificates, approvals, permits and authorizations with Notes. With respect to the construction Borrower, the Preliminary Confidential Private Placement Memorandum did not as of its date, and the Confidential Private Placement Memorandum did not as of its date and will not as of the Project date of agencies of applicable local governments, the State and the federal government have been obtained or will be obtained in the normal course of business.
(h) No event has occurred and no condition exists which would constitute an Event of Default or which with the passing of time or with the giving of notice or both would become such an Event of Default.
(i) To the best delivery of the knowledge Notes to the initial purchasers thereof, contain (or incorporate by reference) an untrue statement of a material fact or omit to state (or incorporate by reference) a material fact necessary to make the statements therein (or incorporated by reference), in light of the Borrowercircumstances under which they were made, no member, officer, or other official of the Issuer has any interest whatsoever in the Borrower or in the transactions contemplated by this Agreementnot misleading.
(j) The Borrower has reviewed the Indenture and hereby accepts the terms thereof.
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