Representations by the Issuer. The Issuer represents and warrants to the Subscriber that as of the date of the closing of this Offering (the “Closing Date”):
2.1 The Issuer is a Limited Liability Company duly organized, validly existing and in good standing under the laws of the State of Delaware, authorized to do business in the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct.
2.2 The execution, delivery and performance of this Subscription Agreement by the Issuer have been duly authorized by the Issuer and all other corporate action required to authorize and consummate the offer and sale of the Interests has been duly taken and approved. This Subscription Agreement is valid, binding and enforceable against the Issuer in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws or by legal or equitable principles relating to or limiting creditors’ rights generally, the availability of equity remedies, or public policy as to the enforcement of certain provisions, such as indemnification provisions.
2.3 The Interests have been duly and validly authorized and issued.
2.4 The Issuer knows of no pending or threatened legal or governmental proceedings to which the Issuer is a party which would materially adversely affect the business, financial condition or operations of the Issuer.
Representations by the Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein contained:
(a) The Issuer is a political subdivision and a body politic and corporate duly organized and validly existing under the laws of the State. Pursuant to the provisions of the Act and the resolution authorizing the issuance of the Bonds, the Issuer has the power and authority to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action of the governing body of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement and the Indenture, and to issue and sell the Bonds. The Project constitutes an "industrial project" within the meaning of the Act.
(b) To finance a portion of the costs of refunding the Prior Bonds, the Issuer proposes to issue its Bonds in the amount and having the terms and conditions specified in the Indenture.
(c) The Bonds will be issued under the Indenture and will mature, bear interest, be redeemable and have the other terms and provisions set forth in the Indenture. The Issuer's interest in this Agreement (except its rights under Sections 5.3, 5.4, 5.8 and 6.4 hereof) and the First Mortgage Bonds will be pledged and assigned to the Trustee pursuant to Section 4.5 hereof in order to secure payment of and to pay the principal of, premium, if any, and interest on the Bonds.
(d) The Issuer has not and will not pledge its interest in this Agreement other than to the Trustee under the Indenture to secure the Bonds.
(e) Neither the execution and delivery of this Agreement, 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 the terms, conditions or provisions of any material restriction, agreement or instrument to which the Issuer is now a party or by which it is bound, or constitutes a default under any of the foregoing.
(f) When executed by the officers of the Issuer, this Agreement and the Indenture will constitute a valid, binding and enforceable obligation of the Issuer.
(g) The Issuer is not in default under any of the provisions of the laws of the State of Illinois which would affect its existence or its powers referred to in the preceding subsection (a).
(h) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit to take any act...
Representations by the Issuer. The Issuer makes the following representations and warranties as the basis for the undertakings on its part herein contained:
Representations by the Issuer. The Issuer represents that:
(a) The Issuer is a nonprofit corporation designated as a political subdivision of the State of Arizona, created and existing under the Constitution and laws of the State of Arizona;
(b) The Issuer has found and hereby declares that the issuance of the Series 2023 Bonds to assist the financing of the Series 2023 Project is in furtherance of the public purposes set forth in the Act;
(c) In order to finance the Series 2023 Project, in an amount estimated by the Borrower, the Issuer has duly authorized the execution, delivery, and performance on its part of the Bond Purchase Agreement, the Indenture and this Loan Agreement;
(d) To accomplish the foregoing, the Issuer has authorized the issuance of not to exceed $24,500,000 in aggregate principal amount of its Series 2023 Bonds immediately following the execution and delivery of this Loan Agreement. The date, denomination or denominations, interest rate or rates, maturity schedule, redemption provisions and other pertinent provisions with respect to the Series 2023 Bonds are set forth in the Indenture;
(e) The Issuer makes no representation or warranty that the amount of the Loan will be adequate or sufficient to finance the Series 2023 Project or that the Series 2023 Facilities will be adequate or sufficient for the purposes of the Borrower; and
(f) The Issuer has not pledged, assigned or granted, and will not pledge, assign or grant any of its rights or interest in or under this Loan Agreement for any purpose other than as provided for in the Indenture. The Issuer is an independent public body corporate and politic, organized and existing under the laws of the State of Arizona and has full power and authority under the Act to adopt the Resolution, to enter into and to perform its obligations under the Issuer Documents; and when executed and delivered by the respective parties thereto, the Issuer Documents will constitute the legal, valid and binding obligations of the Issuer enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitation on legal remedies against governmental units of the State of Arizona.
Representations by the Issuer. The Issuer makes the following representations
(a) The Issuer is duly incorporated under the provisions of the Enabling Law and has the power to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder. The Issuer is not in default under any of the provisions contained in its certificate of incorporation, its by-laws, or in the laws of the State. By proper corporate action the Issuer has duly authorized the execution and delivery of this Lease Agreement, the Indenture, and the Bonds.
(b) The Issuer has determined that the issuance of the Bonds, the acquisition, construction and equipping of the Project and the leasing of the Project to the User will be in furtherance of the purposes of the Enabling Law.
(c) The Bonds will be issued and delivered contemporaneously with the delivery of this Lease Agreement.
Representations by the Issuer. The Issuer represents and warrants to the Company and the Bond Trustee as follows:
Representations by the Issuer. The Issuer represents and warrants as follows:
(a) The Issuer is a public body corporate and politic and is authorized by the Act to execute and to enter into this Agreement and to undertake the transactions contemplated herein and to carry out its obligations hereunder.
(b) The Issuer has all requisite power, authority and legal right to execute and deliver the Bond Documents to which it is a party and all other instruments and documents to be executed and delivered by the Issuer pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Bond Documents. All corporate action on the part of the Issuer which is required for the execution, delivery, performance and observance by the Issuer of the Bond Documents has been duly authorized and effectively taken, and such execution, delivery, performance and observation by the Issuer do not contravene applicable law or any contractual restriction binding on or affecting the Issuer.
(c) The Issuer has duly approved the issuance of the Bonds and the loan of the proceeds thereof to the Company for the acquisition, construction and equipping of the Project; no other authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required as a condition to the performance by the Issuer of its obligations under any Bond Documents.
(d) This Agreement is, and each other Bond Document to which the Issuer is a party when delivered will be, legal, valid and binding special obligations of the Issuer enforceable against the Issuer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.
(e) There is no default of the Issuer in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Bond Documents or the ability of the Issuer to perform its obligations thereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default.
(f) With respect to the Bonds, there are no other obligations of the Issuer that hav...
Representations by the Issuer. The Issuer represents that:
(a) The Issuer is a duly organized municipal corporation of the State, duly organized and existing under the Constitution and the laws of the State. Under the provisions of the Act, the Issuer has the power to enter into this Agreement and carry out its obligations hereunder.
(b) To the best knowledge of the Issuer, no member of the governing body or other officer or employee of the Issuer is directly or indirectly interested in this Agreement or the issuance and sale of the Bonds.
(c) The issuance and sale of the Bonds and the execution and delivery of this Agreement and the Indenture have been duly authorized by resolutions of the governing body of the Issuer adopted at meetings thereof duly called, by the affirmative vote of not less than a majority of its members.
(d) Prior to the date of issuance and delivery of the Series 1999 Bonds, a public hearing on the proposal to undertake and finance the Project was duly called and held in accordance with the Act, at which time all persons who appeared were given an opportunity to express their views with respect thereto.
(e) The execution and delivery of this Agreement and the Indenture and the other agreements contemplated hereby to which the Issuer is a party will not conflict with, or constitute on the part of the Issuer a breach of or a default under, any agreement, indenture, mortgage, lease or other instrument to which the Issuer is subject or is a party or by which it is bound.
Representations by the Issuer. The Issuer makes the ------------------------------ following representations as the basis for the undertakings on its part herein contained:
Representations by the Issuer. The Issuer represents and warrants to the Subscriber that as of the date of the closing of this Offering (the “Closing Date”):
2.1 The Issuer is a Limited Liability Company duly organized, validly existing and in good standing under the laws of the State of Georgia, authorized to do business in the State of Georgia and has the corporate power to conduct the business which it conducts and proposes to conduct.
2.2 The execution, delivery and performance of this Subscription Agreement by the Issuer have been duly authorized by the Issuer and all other corporate action required to authorize and consummate the offer and sale of the Interests has been duly taken and approved. This Subscription Agreement is valid, binding and enforceable against the Issuer in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws or by legal or equitable principles relating to or limiting creditors’ rights generally, the availability of equity remedies, or public policy as to the enforcement of certain provisions, such as indemnification provisions.
2.3 The Interests have been duly and validly authorized and issued.
2.4 The Issuer knows of no pending or threatened legal or governmental proceedings to which the Issuer is a party which would materially adversely affect the business, financial condition or operations of the Issuer.
