Representations by the Corporation. The Corporation represents and warrants to the Authority and the Bond Trustee as follows:
Representations by the Corporation. The Corporation represents and warrants to the Underwriter that:
A. The Corporation has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of California with power and authority to own its properties and conduct its business as described in the Prospectus.
B. This agreement has been duly authorized, executed and delivered on behalf of the Corporation and is a valid agreement enforceable against the Corporation in accordance with its terms, subject to limitations on the enforceability of agreements under bankruptcy laws, the limitation on the availability of certain remedies under general principles of equity and the unavailability of certain remedies for the breach of agreements under the implied covenant of good faith and fair dealing.
C. The Registration Statement has been prepared by the Corporation in conformity with the requirements of the Securities Act of 1933, as amended, (the "Act") and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "SEC"), thereunder and has been filed with the SEC. The Corporation intends to file prior to the effective date of such Registration Statement an amendment thereto by way of response to the comments of the Securities and Exchange Commission. Copies of such Registration Statement have been delivered to the Underwriter.
D. When the Registration Statement becomes effective and at all times thereafter until the Offering is completed, the Registration Statement, the Prospectus, and any amendments or additions thereto will contain all statements which are required to be stated therein in accordance with the Act and the Rules and Regulations and will in all respects conform to the requirements of the Act and the Rules and Regulations. Neither the Registration Statement nor the Prospectus, nor any amendment or additions thereto, will 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 not misleading.
E. The performance of the transactions herein proposed and the fulfillment of the terms hereof will not result in a breach of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, or other agreement or instrument to which the Corporation is a party, or the charter or bylaws of the Corporation as presently in effect or, to the best of the Corporation's knowledge, any ...
Representations by the Corporation. The Corporation represents and warrants as follows:
(a) The Corporation is a nonprofit corporation duly incorporated under the laws of the State and has corporate power to enter into the Corporation Agreements. By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver the Corporation Agreements.
(b) The execution and delivery of the Corporation Agreements and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of or default under the Corporation’s articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound.
(c) To provide funds to finance all or a portion of the Project Facilities, the Corporation will enter into the Trust Agreement pursuant to which it will issue one or more series of Bonds payable from and secured by the Acquisition Payments under the Facilities Agreement.
(d) The Corporation has made certain representations and covenants in Section 2.6 of the Trust Agreement that are for the benefit of the Holders and also to protect the interests of the County in the property subject to this Sub-Base Lease. The Corporation hereby affirms that such covenants are intended to benefit the County and may be enforced by it upon the failure of the Trustee to do so.
Representations by the Corporation. The Corporation represents and warrants as follows:
(a) The Corporation is a nonprofit corporation duly incorporated under the laws of the State and has corporate power to enter into this Base Lease, the Facilities Agreement and the Trust Agreement. By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver this Base Lease, the Facilities Agreement and the Trust Agreement.
(b) The execution and delivery of this Base Lease, the Facilities Agreement and the Trust Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of or default under the Corporation’s articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound.
(c) To provide funds to finance all or a portion of the Project Facilities, the 2020 Real Property and the Ancillary Facilities, the Corporation will enter into the Trust Agreement pursuant to which it will issue one or more series of Obligations payable from and secured by the Acquisition Payments under the Facilities Agreement.
(d) The Corporation has made certain representations and covenants in Section 2.6 of the Trust Agreement that are for the benefit of the Holders and also to protect the interests of the County in the property subject to this Base Lease. The Corporation hereby affirms that such covenants are intended to benefit the County and may be enforced by it upon the failure of the Trustee to do so.
Representations by the Corporation. The Corporation represents and warrants as follows:
(a) The Corporation is a nonprofit corporation duly incorporated under the laws of the State and has corporate power to enter into this Base Lease, the Facilities Agreement and the Trust Agreement. By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver this Base Lease, the Facilities Agreement and the Trust Agreement.
(b) The execution and delivery of this Base Lease, the Facilities Agreement and the Trust Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of or default under the Corporation’s articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound.
(c) To provide funds to finance the Project Facilities, the Corporation will enter into the Trust Agreement pursuant to which it will issue the Series 2013 Bonds, in one or more series, payable from and secured by the Acquisition Payments under the Facilities Agreement.
Representations by the Corporation. The Corporation makes the following representations as the basis for the undertakings on its part herein contained:
(a) The Corporation is a corporation validly existing and in good standing under the laws of the State of California and duly qualified to do business in the State of Kansas.
(b) The Corporation has lawful power and authority to enter into this Lease and to carry out its obligations hereunder and by proper corporate action of its Board of Directors, the Corporation has been duly authorized to execute and deliver this Lease, acting by and through its duly authorized officers.
(c) The execution and delivery of this Lease, the consummation of the transactions contemplated hereby, and the performance of or compliance with the terms and conditions of this Lease by the Corporation will not conflict with or result in a material breach of any of the terms, conditions or provisions of, or constitute a material default under, any mortgage, deed of trust, lease or any other corporate restrictions or any agreement or instrument to which the Corporation is a party or by which it or any of its property is bound, or the Corporation's Articles of Incorporation or Bylaws or any order, rule or regulation applicable to the Corporation or any of its property of any court or governmental body, or constitute a material default under any of the foregoing, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Corporation under the terms of any instrument or agreement to which the Corporation is a party.
(d) The Project will comply with all presently applicable building and zoning, health, environmental and safety ordinances and laws, and to the best of its knowledge, without independent investigation, the Project will comply with all other applicable laws, rules and regulations.
(e) The Project is located wholly within the corporate limits of the City of Olathe, Kansas.
Representations by the Corporation. Delivery of the Final Prospectus shall constitute the representation and warranty of the Corporation to the Agent that all information and statements (except information and statements furnished in connection with the Offering by or relating solely to the Agent) contained in the Final Prospectus are, as at the dates thereof, true and correct in all material respects and constitute full, true and plain disclosure of all material facts relating to the Offered Securities.
Representations by the Corporation. The Corporation represents and warrants to the County and the Bond Trustee as follows:
Representations by the Corporation. The Corporation represents, warrants and covenants the following:
3.1.1. The Corporation will cooperate fully with American by supplying to American fully complete and accurate information to American so that American may perform its services under this Agreement.
3.1.2. The Corporation will not circumvent this Agreement either directly or indirectly nor will it interfere with, impair, delay or cause American to perform work not described in this Agreement.
3.1.3. The Corporation and each of its subsidiaries is a corporation duly organized and existing under the laws of its state of incorporation and is in good standing with the jurisdiction of its incorporation in each state where it is required to be qualified to do business.
3.1.4. In each state where the Corporation currently does business, it has fully complied with each state's Rules and Regulations pertaining thereto.
3.1.5. The Corporation's Articles of Incorporation and Bylaws delivered pursuant to paragraph 1.1.4. are true and complete copies of same and have been duly adopted.
3.1.6. The Corporation will disclose to American all material facts and circumstances which may in any way affect the Private Placement (if applicable) and the SB-2 filing. The Corporation will be wholly responsible for the accuracy of the Private Placement Memorandum and the SB-2 filing and/or any other related or subsequent filings.
3.1.7. The Corporation will complete all questionnaire forms by the time required by American in full and complete detail.
3.1.8. The Corporation represents to American that no person has acted as a finder or investment adviser in connection with the transactions contemplated in this Agreement. The Corporation will indemnify American with respect to any claim for a Finder's Fee in connection with this Agreement. The Corporation represents that no officer, director or stockholder of the Corporation is a member of the National Association of Securities Dealers ("NASD"), an employee or associated member of the NASD, or an employee, associated person or member of the NASD. The Corporation represents that it will disclose to American all potential conflicts of interest involving officers, directors, principal stockholders and/or employees forthwith.
3.1.9. The Corporation has received and understands the letter entitled "Do's and Don'ts of Going Public" previously supplied to the Corporation by American. A copy of "Do's and Don'ts of Going Public" is attached hereto and is fully incorporated into ...
Representations by the Corporation. The Corporation represents, warrants, and covenants as follows:
(a) The Corporation is a non-profit corporation duly incorporated under the laws of the State and has corporate power to enter into the Corporation Documents; by proper corporate action the officers of the Corporation have been duly authorized to execute and deliver the Corporation Documents.
(b) The execution and delivery of the Corporation Documents and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of or default under the Corporation's articles of incorporation or bylaws or any note, debenture, bond, or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound.
(c) To provide funds to finance the Capital Project, the Corporation will enter into the Note Agreement pursuant to which it will issue the Note to the Lender, payable from and secured by the Acquisition Payments under the Facilities Agreement, the Corporation’s rights under the Base Lease and the Leasehold Mortgage.
