Representations by the District. As of the effective date of this Agreement, the
(a) The District is a community improvement district and political subdivision, duly organized and existing under the laws of the State, including particularly the CID Act.
(b) By proper action of its Board of Directors, the District is authorized to enter into this Agreement and to carry out its obligations under this Agreement, the Chair of the District has been duly authorized to execute and deliver this Agreement on behalf of the District and the District’s Secretary has been duly authorized to attest to this Agreement.
(c) The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement, and the performance of or compliance with the terms and conditions of this Agreement by the District will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any mortgage, deed of trust, lease or any other restriction or any agreement or instrument to which the District is a party or by which it or any of its property is bound, or any order, rule or regulation of any court or governmental body applicable to the District or any of its property, 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 District under the terms of any instrument or agreements to which the District is a party.
(d) There is no litigation or proceeding pending or, to the District’s knowledge, threatened against the District affecting the right of the District to execute or deliver this Agreement or the ability of the District to comply with its obligations under this Agreement or which would materially adversely affect its financial condition.
(e) Construction of the District Project is of significant value to the District, the property within the District and the general public. The District Project will promote the economic welfare and the development of the City and the State through: (i) the creation of temporary and permanent jobs; (ii) stimulating development within the District; and (iii) increasing local and state tax revenues. Further, the District finds that the District Project conforms to the purposes of the CID Act.
Representations by the District. The District hereby represents and covenants to the Developer that it shall use its good faith efforts:
(a) To obtain the Attorney General's approval of the Bonds;
(b) To obtain registration of the Bonds by the Comptroller of Public Accounts of the State of Texas; and
(c) To market the Bonds in the manner set forth herein.
(d) To levy and collect the taxes, Contract Revenues, special assessments, facility charges and other revenues due the District and necessary for operation and maintenance of the District, payments to District 1-A for operation and maintenance of the District and the repayment of debt service on the Bonds or any bonds issued by the City secured by Contract Revenues or of benefit to the District.
Representations by the District. As of the date of this Agreement, the District represents that: (a) the District is a community improvement district and political subdivision, duly organized and existing under the laws of the State of Missouri (the “State”), including particularly the CID Act; (b) by proper action of its board of directors (the “Board of Directors”), the District has been duly authorized to execute and deliver this Agreement and to carry out its obligations hereunder, acting by and through its duly authorized officers and (c) this Agreement constitutes the legal valid and binding obligation of the District, enforceable in accordance with its terms.
Representations by the District. The District makes the following representations as the basis for its covenants herein:
(1) The District is a body politic and corporate validly created and existing under the laws and constitution of the State of South Dakota, is authorized by the Acts to enter into the transactions contemplated by this Supplemental Sublease and to carry out its obligations hereunder, has been duly authorized to execute and deliver this Supplemental Sublease and agrees that it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence;
(2) The issuance and sale of the Series 2014B Bonds; the use of the Related Amount of Series 2014B Bond proceeds to refund the Refunded Bonds and refinance the Refunded Project, the execution and delivery of this Supplemental Sublease; and the performance of all covenants and agreements of the District contained in the Sublease and of all other acts and things required under the Constitution and laws of the State of South Dakota to make the Sublease, including this Supplemental Sublease, a valid and binding obligation in accordance with its terms, are authorized by the School District’s Act and have been duly authorized by proceedings of the District’s Board adopted at meetings thereof duly called and held;
(3) The District does not rely on any warranty of the Board, the Commissioner or the Issuer, either express or implied, that any of the Projects will be suitable to the District’s needs;
(4) The District currently intends to operate the Projects for the purposes described in the Sublease until the date on which all of the Related Amount of Series Bonds are no longer Outstanding;
(5) The District will take no action which will impair the exclusion of interest on the Bonds from gross income of Bondholders for federal income tax purposes;
(6) There is no litigation pending nor threatened, questioning the right of the District to refinance the Refunded Project or operate or maintain the Refunded Project or other improvements Subject to the Sublease, questioning the validity of the Sublease, the Bonds, the Collection Agreement or the pledging of security for the payment of the Bonds;
(7) Payment of more than ten percent (10%) of the proceeds of the principal of, and the interest on, all of the Related Amount of Series Bonds and the Sublease Rentals (either under the terms thereof or any underlying arrangement) is not and shall not be directly or indirectly-
(a) secured by any interest in-
(i) ...
Representations by the District. The District makes the following representations:
(a) The District is a special district organized and existing under the laws of the State of California.
(b) The District has full legal right, power and authority to enter into this Installment Purchase Agreement and carry out its obligations hereunder, to carry out and consummate all other transactions contemplated by this Installment Purchase Agreement, and the District has complied any relevant provision of California law in all matters relating to such transactions.
(c) By proper action, the District has duly authorized the execution, delivery and due performance of this Installment Purchase Agreement.
(d) The District will not take or, to the extent within its power, permit any action to be taken which results in the interest paid for the installment purchase of the Project under the terms of this Installment Purchase Agreement being included in the gross income of the Purchaser or its assigns for purposes of federal or State of California personal income taxation or which results in interest on the payments due hereunder being included in the gross income of the owners thereof for federal income tax purposes or being subject to State of California personal income taxation.
Representations by the District. The District makes the following representations:
(a) The District is a district that is duly organized and existing under and pursuant to the laws of the State of California.
(b) The District has full legal right, power and authority to enter into this Installment Purchase Agreement, carry out its obligations hereunder and carry out and consummate all other transactions that are contemplated by this Installment Purchase Agreement, and the District has complied with the provisions of the Law in all matters relating to such transactions.
(c) By proper action, the District has duly authorized the execution, delivery and due performance of this Installment Purchase Agreement.
(d) The District has determined that it is necessary and proper for District uses and purposes within the terms of the Law that the District acquire and construct the WIFIA-Financed Portion of the WIFIA Project in the manner that is provided for in this Installment Purchase Agreement in order to provide essential services and facilities to persons residing in the District.
Representations by the District. The District hereby represents and warrants that it has full constitutional and lawful right, power and authority, under current applicable law, to execute and deliver and perform the terms and obligations hereof, and all of the foregoing have been or will be duly and validly authorized and approved by all necessary District proceedings, findings and actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation of the District, enforceable in accordance with its terms. To the best of the District’s knowledge and belief, no official or employee of the District has any significant or conflicting interest, financial or otherwise, in the Project or in the transactions contemplated hereby.
Representations by the District. The District represents, covenants and agrees as follows:
(a) The lease of the Leased Property to the Bank and the lease of the Leased Property Equipment by the Bank to the District, as provided in the Lease, are necessary and desirable, and the District hereby declares its current need for the Leased Property Equipment. The District acknowledges hereby consents to the Lease.
(b) The District, pursuant to K.S.A. 75-37,125, and a Resolution adopted by the governing body of the District on June 23, 2015, has full power and authority to enter into the transactions contemplated by this Site Lease and the Lease and to carry out its obligations hereunder and thereunder, and by proper action has authorized the execution and delivery of this Site Lease and the Lease.
(c) Neither the execution and delivery of this Site Lease or the Lease, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the District is now a party or by which the District is bound.
(d) The District has marketable record fee simple title to the Leased Property. The District has not currently encumbered its fee interest in the Property to any lender or financial institution, whether by way of mortgage, deed of trust or other security instruments, except for this Site Lease and the Lease which is being recorded concurrently herewith.
(e) The Leased Property is not subject to any dedication, easement, right-of-way, reservation, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere with the acquisition, installation and equipping of the Leased Property Equipment on the Leased Property, as contemplated by the Lease.
(f) All taxes, assessments or impositions of any kind with respect to the Leased Property, except current taxes, have been paid in full.
(g) The Leased Property is properly zoned for the purpose of attendance centers for the District.
(h) The District has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the District's interests in any property now or hereafter included in the Leased Property Equipment shall be or may be impaired, changed or encumbered in any manner, except as permitted by this Site Lease and the Lease.
(i) This Site Lease is in f...
Representations by the District. The District makes the following representations:
(a) The District is a county water district duly organized and validly existing under the laws of the State of California and authorized to transact business and exercise powers under and pursuant to the provisions of the Law.
(b) The District has full legal right, power and authority to enter into this Installment Purchase Agreement and carry out its obligations hereunder and to carry out and consummate all other transactions contemplated by this Installment Purchase Agreement, and the District has complied with the provisions of the Law in all matters relating to such transactions.
(c) By proper action, the District has duly authorized the execution, delivery and due performance of this Installment Purchase Agreement and this Installment Purchase Agreement constitutes the legal, valid and binding agreement of the District enforceable against the District in accordance with its terms.
(d) The District has determined that it is necessary and proper for District uses and purposes within the terms of the Law that the District acquire the 2023 Project in the manner provided for in this Installment Purchase Agreement, in order to provide essential services and facilities to persons residing in the District.
(e) The District is not in violation of, and is not a Person whose property or interest in property is blocked or subject to blocking under, any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (66 Fed. Reg. 49079 (2001)) (the “Executive Order”), and the Patriot Act.
(f) The District is not any of the following: (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a Person with which the Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports ‘terrorism’ as defined in the Executive Order;
Representations by the District. The District represents, covenants and agrees as follows:
(a) The lease of the Real Property to the Trustee and the lease of the Project by the Trustee to the District, as provided in the Lease, are necessary and desirable, and the District hereby declares its current need for the Project;
(b) The District, pursuant to K.S.A. 72-8225, K.S.A. 10-1116b and K.S.A. 10-1116c and a Resolution adopted by the Board of the District on January 23, 2012, has full power and authority to enter into the transactions contemplated by this Base Lease and the Lease and to carry out its obligations hereunder and thereunder, and by proper action has authorized the execution and delivery of this Base Lease and the Lease;
(c) Neither the execution and delivery of this Base Lease or the Lease, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the District is now a party or by which the District is bound;
(d) The District has marketable record fee simple title to the Real Property;
(e) The Real Property is not subject to any dedication, easement, right-of-way, reservation, covenant, condition, restriction, lien or encumbrance which would prohibit or materially interfere with the construction of the Improvements on the Real Property, as contemplated by the Lease;
(f) All taxes, assessments or impositions of any kind with respect to the Real Property, except current taxes, have been paid in full;
(g) The Real Property is properly zoned for the purpose of attendance centers for the District; and
(h) The District has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the District’s interests in any property now or hereafter included in the Project shall be or may be impaired, changed or encumbered in any manner, except as permitted by this Base Lease and the Lease.
