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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds. (i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act. (j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project. (k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Act.
Appears in 3 contracts
Samples: Loan Agreement (Peoples Gas Light & Coke Co), Loan Agreement (Peoples Gas Light & Coke Co), Loan Agreement (Peoples Gas Light & Coke Co)
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 municipal corporation duly organized and validly existing under the laws of the StateState of Kansas. Pursuant to Under the provisions of the Act and the resolution authorizing the issuance of the BondsAct, the Issuer has the lawful power and authority to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder. By proper action of the its governing body of the Issuerbody, the Issuer has been duly authorized to execute and deliver this Agreement Lease Agreement, acting by and through its duly authorized officers.
(b) The Issuer proposes to acquire a leasehold interest in the IndentureProject, and subject to issue Permitted Encumbrances. The Issuer proposes to lease the Project to the Company and sell the Bonds. The Project constitutes an "industrial project" within to the meaning Company if the Company exercises its option to purchase the Project, all for the purpose of furthering the public purposes of the Act, and the governing body of the Issuer has found and determined that the acquisition, purchase, construction, improving, furnishing, equipping and remodeling of the Project will further the public purposes of the Act.
(bc) To finance a portion of the costs of refunding the Prior BondsProject, the Issuer proposes to issue its the Bonds which will be scheduled to mature as set forth in Article II of the amount Indenture and having will be subject to redemption prior to maturity in accordance with the terms and conditions specified in provisions of Article III of the Indenture.
(cd) The Bonds will are to be issued under the Indenture and will mature, bear interest, be redeemable and have the other terms and provisions set forth in secured by the Indenture. The Issuer's interest in this Agreement (except its rights under Sections 5.3, 5.4, 5.8 and 6.4 hereof) pursuant to which the Project and the First Mortgage Bonds net earnings therefrom, including all rents, revenues and receipts to be derived by the Issuer from the leasing or sale of the Project, will be pledged and assigned to the Trustee pursuant to Section 4.5 hereof in order to secure as security for payment of and to pay the principal of, premium, if any, of and interest on the Bonds.
(de) The Issuer has not and will not mortgage the Project or pledge its interest in this Agreement the revenues derived therefrom for any bonds or other obligations other than to the Trustee under Bonds except with the Indenture to secure the Bonds.
(e) Neither the execution and delivery of this Agreement, the consummation written consent 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 foregoingAuthorized Company Representative.
(f) When executed by The Issuer shall have no authority to operate the officers of Project as a business or in any other manner except as the Issuer, this Agreement and the Indenture will constitute a valid, binding and enforceable obligation of the Issuerlessor thereof.
(g) The Issuer is not in default under any acquisition, purchase, construction, improvement, furnishing, equipping and remodeling of the provisions Project and the leasing of the laws of Project by 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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of Company will further the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(jh) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(k) No member governing body of the Issuer or officerany other officer of the Issuer has any significant or conflicting interest, agent financial, employment or employee thereof isotherwise, in his or her own name the Company or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Acttransactions contemplated hereby.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
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 Issuer, by acceptance hereof, and a body politic and corporate duly organized and validly existing under upon the laws date of the State. Pursuant to the provisions of the Act and the resolution authorizing the issuance each remarketing of the Bonds, represents and warrants to the Issuer Remarketing Agent that it has the full power and authority to enter into the transactions contemplated take all actions required or permitted to be taken 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 Indentureit by or under, and to issue perform and sell observe the Bonds. The Project constitutes an "industrial project" within covenants and agreements on its part contained in, this Remarketing Agreement and any other agreement or instrument relating thereto to which the meaning Issuer is a party, including without limitation the Indenture and the Installment Purchase Contract, and when duly executed and delivered by the respective parties thereto, this Remarketing Agreement and such other related agreements or instruments will constitute legal, valid and binding obligations of the ActIssuer enforceable against the Issuer in accordance with the respective terms thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency. reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity (“Creditors’ Rights Limitations”).
(b) To finance a portion The Issuer agrees that, in connection with the issuance, sale and any remarketing of the costs of refunding the Prior Bonds, it will not make any untrue statement of a material fact, or omit to state a material fact which is required or necessary to be stated therein in order to make any statements made by the Issuer, in the light of the circumstances under which they were made, not misleading (except the Issuer proposes makes no representations as to issue its the Excluded Information (as defined below)), and that it will not employ any device, scheme or artifice to defraud or engage in any act, practice or course of conduct which would operate as a fraud or deceit. The Issuer represents and warrants that the financial statements of the Issuer delivered or to be delivered to the Remarketing Agent in connection with the remarketing of the Bonds on and after the Closing Date will be in accordance with the related books and records, and will be complete and correct and fairly present the financial position as of the dates set forth therein and the results of operations for the periods set forth therein, all in conformity, to the best knowledge of the Issuer, with generally accepted accounting principles and practices, it being understood that, in the amount and having the terms and conditions specified in the Indenturecase of interim reports, such reports will be subject to year-end adjustments.
(c) The Bonds will be issued under Issuer hereby confirms to the Indenture Remarketing Agent the representations and will mature, bear interest, be redeemable and have warranties made by the other terms and provisions set forth Issuer 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 Purchase Contract as if the First Mortgage Bonds will be pledged and assigned Remarketing Agent were a party to the Trustee pursuant to Section 4.5 hereof in order to secure payment Purchase Contract, all of and to pay the principal ofwhich, premiumfor such purpose, if any, and interest on the Bondsare hereby incorporated by such reference.
(d) The Issuer has not and will not pledge its interest shall immediately notify the Remarketing Agent by telephone, confirmed in this Agreement other than writing, of:
(i) the occurrence or existence of any event or condition which becomes known to the Trustee under Issuer and which would make any of its representations contained herein or incorporated herein by reference incorrect or untrue in any material respect if made on and as of any day during the Indenture term of this Remarketing Agreement; and
(ii) any reduction or termination of the commitment or obligation of the Credit Provider with respect to secure the Credit Facility; and
(iii) any resignation or removal of, and appointment of a successor for, the Tender Agent for the Bonds.
(e) Neither The Issuer will notify 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 Remarketing Agent of any material restriction, agreement or instrument amendment made to which the Issuer is now a party or by which it is bound, or constitutes a default under any of the foregoingIndenture.
(f) When executed by The Issuer hereby agrees to provide such information, execute such instruments and take such other action in cooperation with the officers Remarketing Agent as the Remarketing Agent may reasonably request in order to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states as the IssuerRemarketing Agent may designate; provided however, this Agreement and that the Indenture will constitute Issuer shall not be required to execute a valid, binding and enforceable obligation general or special consent to service of the Issuerprocess or qualify to do business in connection with any such qualification or determinations in any jurisdiction.
(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 decisionsacknowledges that, no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(k) No member marketing of the Issuer or officer, agent or employee thereof is, in his or her own name or in Bonds and the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which discussions and negotiations relating to the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests)terms thereof, (ia) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure this Remarketing Agreement has been publicly acknowledged negotiated by the Issuer and entered upon the minutes Remarketing Agent in an arms length transaction, and neither party is an agent of or an advisor to, and owes no fiduciary duties to, the other party, (b) each party’s duties and obligations to the other party shall be limited to those contractual duties and obligations set forth in this Remarketing Agreement and as otherwise provided by the state and federal law and (c) each party may have interests that differ from those of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Actother party.
Appears in 1 contract
Samples: Remarketing Agreement
Representations by the Issuer. The Issuer makes the following representations as of the date of the execution and delivery of this Loan Agreement as the basis for the undertakings on its part herein contained:
(a) The Issuer is a political subdivision public body corporate and a body politic and corporate of the State, duly organized and organized, validly existing and in good standing under the Act and the laws of the State. Pursuant to the provisions of the Act and the resolution authorizing the issuance of the Bonds, the .
(b) The Issuer has the power and lawful authority to adopt the Resolution, to execute and deliver the Issuer Documents, to issue the Bonds and receive the proceeds of the Bonds, to apply the proceeds of the Bonds to make the Loan, to assign the revenues derived and to be derived by the Issuer from the Loan to the Bondowner Representative and to perform and observe the provisions of 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 Documents and the Indenture, Bonds on its part to be performed 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 Indentureobserved.
(c) The Issuer has duly authorized the execution and delivery of each of the Issuer Documents, the issuance, sale and delivery of 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 performance of the Trustee pursuant to Section 4.5 hereof in order to secure payment obligations of and to pay the principal of, premium, if any, and interest on the BondsIssuer thereunder.
(d) The Issuer has not Documents and will not pledge its interest the Bonds have been duly executed and delivered by the Issuer and constitute the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in this Agreement accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other than laws relating to or affecting generally the enforcement of creditors’ rights, and except to the Trustee under extent that availability of the Indenture remedy of specific performance or injunctive relief is subject to secure the Bondsdiscretion of the court before which any proceeding therefor may be brought.
(e) Neither of the Issuer nor any director, member, officer or employee of the Issuer has any interest, financial, employment or other, in the Borrower, the Project or the transactions contemplated hereby.
(f) To the Issuer’s knowledge, there is no action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by or before any court, governmental agency or public board or body, which (i) affects or questions the existence or the territorial jurisdiction of the Issuer or the title to office of any member of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin 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 Issuer Documents, or the officers issuance, execution or delivery of the Issuer, this Agreement and Bonds; (iii) affects or questions the Indenture will constitute a valid, binding and enforceable obligation validity or enforceability of the Issuer.
(g) The Issuer is not in default under any of the provisions Issuer Documents or the Bonds; (iv) questions the exclusion from gross income for federal income taxation 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 interest on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Act.; or
Appears in 1 contract
Samples: Bond Issuance and Pledge Agreement
Representations by the Issuer. The Issuer makes the following representations as of the date of the execution and delivery of this Loan Agreement as the basis for the undertakings on its part herein contained:
(a) The Issuer is a political subdivision and a public body politic and corporate 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 .
(b) The Issuer has the power and lawful authority to enter into adopt the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action of the governing body of the IssuerResolution, the Issuer has been duly authorized to execute and deliver this Agreement the Issuer Documents, to issue the Bonds and receive the proceeds of the Bonds, to apply the proceeds of the Bonds to make the Loan, to assign the revenues derived and to be derived by the Issuer from the Loan to the Bondowner Representative and to perform and observe the obligations of the Issuer under the Issuer Documents 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 Issuer has duly authorized the Indenture execution and will mature, bear interest, be redeemable and have delivery by it of each of 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) Issuer Documents and the First Mortgage Bonds will be pledged and assigned to performance of the Trustee pursuant to Section 4.5 hereof in order to secure payment obligations of and to pay the principal of, premium, if anyIssuer thereunder, and interest on the issuance sale and delivery of the Bonds.
(d) The Issuer has not Documents and will not pledge its interest the Bonds have been duly executed and delivered by the Issuer and constitute the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in this Agreement accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other than laws relating to or affecting generally the enforcement of creditors’ rights, and except to the Trustee under extent that availability of the Indenture remedy of specific performance or injunctive relief is subject to secure the Bondsdiscretion of the court before which any proceeding therefor may be brought.
(e) Neither of the Issuer nor, to the knowledge of the Issuer, any supervisor, officer or employee of the Issuer has any interest, financial, employment or other, in the Borrower, the Project or the transactions contemplated hereby.
(f) There is no action, suit, proceeding, inquiry or investigation pending with respect to which the Issuer has been served with process or, to the knowledge of the Issuer, threatened against the Issuer by or before any court, governmental agency or public board or body, which (i) affects or questions the existence or the territorial jurisdiction of the Issuer or the title to office of any supervisor of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin 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 Issuer Documents, or the officers issuance, execution or delivery of the Issuer, this Agreement and Bonds; (iii) affects or questions the Indenture will constitute a valid, binding and enforceable obligation validity or enforceability of the Issuer.
(g) The Issuer is not in default under any of the provisions Issuer Documents or the Bonds; (iv) questions the exclusion from gross income for federal income taxation 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 interest on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Act.; or
Appears in 1 contract
Samples: Loan Agreement
Representations by the Issuer. The Issuer makes the following representations represents, warrants and agrees as the basis for the undertakings on its part herein containedfollows:
(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 State of Florida.
(b) Under the provisions of the Act Act, the Issuer is duly authorized to enter into, execute and deliver or, if appropriate, accept the resolution authorizing the issuance of Issuer Documents, to issue and deliver the Bonds, the Issuer has the power and authority to enter into undertake the transactions contemplated by this Agreement the Issuer Documents and the Bonds and to carry out its obligations hereunder. hereunder and thereunder.
(c) The Issuer proposes to issue the Bonds in the aggregate principal amount of $7,650,000 to construct and equip the Project.
(d) By proper action of the governing body of the IssuerBond Resolution, the Issuer has been duly authorized to execute the execution, delivery and deliver this Agreement performance or, if appropriate, acceptance of the Issuer Documents, including the borrowing under and the Indenture, issuance and to issue and sell performance of 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.
(ce) The Bonds will be issued under and pursuant to the Indenture and will mature, bear interest, be redeemable and have the other terms and provisions set forth or provided for 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.
(df) 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 Agreementand performance under or, if appropriate, acceptance of, the consummation of the transactions contemplated herebyIssuer Documents will not conflict with, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts with or results in constitute a breach of or default under, or require any consent pursuant to any law or regulation presently applicable to the termsIssuer (except for such consents and approvals as have heretofore been obtained), conditions or provisions any order of any material restrictioncourt, regulatory body or arbitral tribunal or any 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) There are no judicial, regulatory or arbitral proceedings pending or, to the knowledge of the Issuer, threatened against the Issuer which, if decided adversely to the Issuer, would have a material effect on the issuance and sale of the Bonds or any of the transactions of the Issuer in connection therewith.
(h) Neither the nature of the Issuer nor any of its activities or properties, nor any relationship between the Issuer and any other person, nor any circumstance in connection with the offer, issue, sale or delivery of any of the Bonds is such as to require the consent, approval or authorization of, or the filing, registration or qualification with, any governmental authority on the part of the Issuer in connection with the execution, delivery and performance of this Loan Agreement and the Indenture or the offer, issue, sale or delivery of the Bonds, other than those already obtained, including (i) the public approval of the issuance of the Bonds and compliance with the information reporting requirements contained in Section 147(f) and Section 149(e), respectively, of the Code, (ii) the filing of an election by the Issuer with respect to the Bonds under Section 144(a) of the Code, and (iii) the filing of Financing Statements perfecting the security interests created under the Indenture.
(i) When duly executed and delivered on behalf of the Issuer, and assuming the due authorization, execution and delivery by the Company of this Loan Agreement, and the due authorization, execution and delivery by the Credit Facility Trustee and the Trustee of the Indenture, each of the Issuer Documents to which the Issuer is a party shall constitute a valid and binding obligation of the Issuer enforceable in accordance with its terms.
(j) No event has occurred and no condition exists with respect to the Issuer which would constitute an "event of default" as defined in this Loan Agreement or the Indenture or which, with the lapse of time or with the giving of notice or both, would become an "event of default" under this Loan Agreement or the Indenture. The Issuer is not in default under the Act or under any of the provisions of the laws of the State of Illinois other agreement or instrument to 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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and it is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon by which the member or officer, agent or employee may be called upon to act or vote in connection with the Projectit is bound.
(k) No member Neither this Loan Agreement nor any of the Pledged Revenues have been pledged or hypothecated in any manner or for any purpose other than as provided in the Indenture as security for the payment of the Bonds. The Bonds constitute the only bonds or other obligations of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract manner payable from the revenues to be derived from this Loan Agreement, and except for the Bonds, no bonds or agreement upon which other obligations have been or will be issued on the member basis of this Loan Agreement.
(l) Neither the representations of the Issuer contained in this Loan Agreement or officer, agent the Indenture nor any written statement relating to the Issuer furnished to the original purchasers of the Bonds by or employee may be called upon to act or vote on behalf of the Issuer in connection with the Projecttransactions contemplated hereby, except for direct contains any untrue statement of a material fact or indirect interests omits to state a material fact necessary in order to make the statements contained herein and therein not misleading.
(other than prohibited interests), (im) which such member, officer, agent or employee has disclosed With respect to the Secretary Bonds, there are no other obligations of the Issuer prior that have been, are being or will be sold (1) at substantially the same time, (2) under a common plan of marketing and (3) at substantially the same rate of interest.
(n) There is pending or, to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) knowledge of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes undersigned Chairman of the Issuer, threatened no action or proceeding before any court, governmental agency or arbitrator
(1) to restrain or enjoin the issuance or delivery of the Bonds or the collection of any revenues pledged under the Indenture, (2) in any way contesting or affecting the authority for the issuance of the Bonds or the validity of any of the Bond Documents, or (3) in any way contesting the existence or powers of the Issuer.
(o) To the knowledge of the undersigned Chairman of the Issuer, except for the Bonds, no bonds, notes or other obligations of the Issuer have been issued and are now outstanding, the proceeds of which have been used or are to be used with respect to Local Facilities.
(p) In connection with the authorization, issuance and sale of the Bonds, the Issuer has complied with all provisions of the Constitution and laws of the State, including the Act and Section 286.011, Florida Statutes (the "Public Meetings Act").
(q) On November 7, 1995, the Issuer adopted a resolution preliminarily approving the issuance of the Bonds. Notice of the meeting at which such resolution was adopted was published at least fourteen (14) days in advance of the date of such meeting.
(r) No official or county commissioner of the Issuer has any interest whatsoever in the Company or in the transactions contemplated by this Loan Agreement.
(s) The Issuer will not enter into any agreement or instrument which might in any way prevent or materially impair its ability to perform its obligations under the Bond Documents.
(t) So long as any Bonds shall remain unpaid, the Issuer will, upon request of the Trustee or the Credit Facility Trustee and provided it shall be furnished with sufficient funds to pay all costs and expenses (including attorney's fees) reasonably incurred by it as such costs and expenses accrue:
(1) take all action and do all things which it is authorized by law to take and do in order to perform and observe all covenants and agreements on its part to be performed and observed under the Bond Documents; and
(2) execute, acknowledge, where appropriate, and deliver from time to time promptly at the request of the Trustee or the Credit Facility Trustee all such instruments and documents as in the opinion of the Trustee or the Credit Facility Trustee are necessary or desirable to carry out the intent and purpose of the Bonds Documents or any of them.
(u) So long as any Bonds shall remain unpaid, the Issuer will not, without the written consent of the Trustee and the Credit Facility Trustee:
(i) take any action which, directly or indirectly, adversely affects its existence or status as a political subdivision under the laws of the State;
(ii) take any action which would adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds; or
(iii) pledge any interest in this Loan Agreement, or the amounts to be derived herefrom, other than as to which contemplated by the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the ActIndenture.
Appears in 1 contract
Representations by the Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein containedcovenants herein:
(a) The the Issuer is a political subdivision and a body politic and corporate duly an economic development authority, organized and validly existing under the Constitution and laws of the State. Pursuant State (including Minnesota Statutes, Sections 469.090-469.1081) and has power to issue the Bond under the Act; (b) the Equipment comprises personal properties useful in connection with the operation of a revenue-producing enterprise as contemplated by the Act; (c) on the basis of information provided to the provisions Issuer by the Borrower, it appears, and the Issuer hereby finds, that the effect of the Act acquisition and the resolution authorizing the issuance installation of the BondsEquipment will be to encourage the development of economically sound commerce in the City, to increase the Issuer has taxable value of property within 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 IndentureCity, and to issue and sell the Bonds. The Project constitutes an "industrial project" within the meaning increase current employment opportunities for residents of the Act.
(b) To finance a portion City, all to the benefit of the costs residents and taxpayers of refunding the Prior BondsCity, 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 matureschool district, bear interestXxxxx County, 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.
State; (d) The Issuer has not the financing of the Equipment, the issuance and will not pledge its interest in this Agreement other than to sale of the Trustee under the Indenture to secure the Bonds.
(e) Neither Bond, the execution and delivery of this Loan Agreement, the consummation Assignment of Loan Agreement, and the performance of all covenants and agreements of the Issuer contained in the Bond, this Loan Agreement, the Assignment of Loan Agreement, and all other documents that have been executed by the Issuer in connection with this Loan Agreement and the transactions contemplated herebyhereby (collectively, nor all such documents are referred to herein as the fulfillment "Issuer Documents"), and of or all other acts and things required under the Constitution and laws of the State to make the Issuer Documents valid and binding obligations of the Issuer in accordance with their terms are authorized by the Act and, where necessary to be valid and binding, have been duly authorized by a resolution of the Board of Commissioners of the Issuer adopted at a meeting duly called and held by the affirmative vote of not less than a majority of its members; (e) the Issuer Documents are the legal, valid, and binding obligations of the Issuer, enforceable against it in accordance with their respective terms; (f) the Facility will add to the tax base of the City, and will accordingly be of direct benefit to the taxpayers of the Issuer; (g) to provide funds to be loaned to finance Costs related to acquisition and installation of the Equipment, in anticipation of the repayment thereof, the Issuer has duly authorized the Bond in the principal amount of not to exceed $8,500,000 to be issued upon the terms set forth in the Resolution, under the provisions of which the Issuer has agreed to assign its interest in this Loan Agreement and grant a security interest therein to the Lender as security for the payment of the principal of and interest on the Bond; (h) pursuant to the Resolution, the Issuer has authorized and directed the Lender to disburse the proceeds of the Bond directly to the Borrower and such other parties as may be entitled to EXHIBIT 10.2 payment, upon receipt of such supporting documentation as the Lender may deem reasonably necessary, including compliance with all conditions set forth herein; (i) the terms execution and conditions delivery of this Agreement conflicts the Issuer Documents will not conflict with or results in constitute on the part of the Issuer a breach of the termsof, conditions or provisions of a default under, any material restrictionexisting law, agreement or any existing agreement, indenture, mortgage, lease, or other instrument to which the Issuer is now subject or is a party or by which it is bound, or constitutes bound and do not and will not constitute a default under any of the foregoing.
(f) When executed by , or result in the officers creation or imposition of the Issuerany lien, this Agreement and the Indenture will constitute a validcharge, binding and enforceable obligation or encumbrance of the Issuer.
(g) The Issuer is not in default under any nature upon any of the provisions of the laws of the State of Illinois which would affect its existence property 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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes assets of the Issuer contrary to the terms of any instrument or agreement; and in compliance with the purposes and provision of the Act.
(j) No member there are no proceedings, pending or threatened, contemplating the liquidation or dissolution of the Issuer or officer, agent threatening its existence or employee thereof is, in his powers or her own name or in threatening the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(k) No member validity of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the ActDocuments.
Appears in 1 contract
Samples: Loan Agreement (Excelsior Henderson Motorcycle Manufacturing Co)
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 Under the provisions of the Act and the resolution authorizing the issuance of the BondsAct, 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 Issueraction, the Issuer has been duly authorized to execute execute, deliver and deliver duly perform this Agreement and the Indenture. To the extent the foregoing representation involves a legal conclusion, and to issue and sell such representation is made in reliance on the Bonds. The Project constitutes an "industrial project" within the meaning opinion of the ActBond Counsel.
(b) To finance a portion part of the costs Cost of refunding the Prior BondsProject, the Issuer proposes will issue the Bonds, which will mature, bear interest and be subject to issue its Bonds in the amount and having the terms and conditions specified redemption as provided 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 ’s interest in this Agreement (except its certain rights under Sections 5.3of the Issuer to payment of fees and expenses and indemnification, 5.4to rights of inspection and to consents and rights to receive any notices, 5.8 certificates, requests, requisitions and 6.4 hereofother communications) and the First Mortgage Bonds will be pledged and assigned to the Trustee pursuant to Section 4.5 hereof in order to secure as security for payment of and to pay the principal of, and premium, if any, and interest on the Bonds.
(d) The Issuer has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Trustee Bonds under the Indenture to secure the BondsIndenture.
(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 default would affect its existence or its powers referred to in the preceding subsection (a)) of this Section 2.1.
(hf) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit has found and determined and hereby finds and determines that all requirements of the Act with respect to take any action reasonably within its control which action or omission would impair the exclusion issuance of interest paid on the Bonds from federal gross income and the execution of this Agreement and the Indenture have been complied with and that financing the Project by issuing the Bonds and entering into this Agreement and the Indenture is in the public interest, serves the public purposes and meets the requirements of the Owners Act.
(g) On December 1, 2009, the Issuer adopted its resolution approving the issuance of the Bonds.
(ih) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residentsNo member, and is in the public interest and in furtherance of the public purposes officer or other official of the Issuer and has any interest whatsoever in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name Borrower or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Projecttransactions contemplated by this Agreement.
(k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Act.
Appears in 1 contract
Representations by the Issuer. The Issuer makes the following representations represents, warrants and agrees as the basis for the undertakings on its part herein containedfollows:
(a) The Issuer is a political subdivision and a body politic and corporate nonprofit industrial development corporation duly organized and validly existing under the Constitution and laws of the State. Pursuant to .
(b) Under the provisions of the Act Act, the Issuer is duly authorized to enter into, execute and deliver or, if appropriate, accept the resolution authorizing the issuance of Issuer Documents, to issue and deliver the Bonds, the Issuer has the power and authority to enter into undertake the transactions contemplated by this Agreement the Issuer Documents and the Bonds and to carry out its obligations hereunder. By proper action hereunder and thereunder.
(c) The Issuer proposes to issue the Bonds in the aggregate principal amount of $4,200,000 to finance, in whole or in part, the acquisition, construction, installation and equipping of the governing body of Project.
(d) By the IssuerBond Resolution, the Issuer has been duly authorized to execute the execution, delivery and deliver this Agreement performance or, if appropriate, acceptance of the Issuer Documents, including the borrowing under and the Indenture, issuance and to issue and sell performance of 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.
(ce) The Bonds will be issued under and pursuant to the Indenture and will mature, bear interest, be redeemable and have the other terms and provisions set forth or provided for 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 To the officers best of its knowledge, no event has occurred and no condition exists with respect to the Issuer, Issuer which would constitute an "event of default" as defined in this Loan Agreement and or the Indenture will constitute a validor which, binding and enforceable obligation with the lapse of time or with the Issuergiving of notice or both, would become an "event of default" under this Loan Agreement or the Indenture.
(g) The Issuer is not in default under Neither this Loan Agreement nor any portion of the provisions Trust Estate have been pledged or hypothecated in any manner or for any purpose other than as provided in the Indenture as security for the payment of the laws Bonds. The Bonds constitute the only bonds or other obligations of the State Issuer in any manner payable from the revenues to be derived from this Loan Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of Illinois which would affect its existence or its powers referred to in the preceding subsection (a)this Loan Agreement.
(h) Under existing statutes and decisionsWith respect to the Bonds, there are no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income other obligations of the Owners Issuer that have been, are being or will be sold (1) at substantially the same time, (2) under the same plan of financing, and (3) payable from the Bondssame source of funds.
(i) The On August 2, 2000, the Issuer finds and determines that adopted an initial resolution approving the refunding issuance of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the ActBonds.
(j) No member of the Issuer or officer, agent or employee thereof is, voting on this financing has any interest whatsoever in his or her own name the Company or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Projecttransactions contemplated by this Loan Agreement.
(k) No member The Issuer will not enter into any agreement or instrument which might in any way prevent or materially impair its ability to perform its obligations under the Bond Documents.
(l) So long as any Bonds shall remain unpaid, the Issuer will, upon request of the Issuer or officerTrustee and provided it shall be furnished with sufficient funds to pay all costs and expenses (including reasonable and actual attorney's fees) reasonably incurred by it as such costs and expenses accrue:
(1) take all action and do all things which it is authorized by law to take and do in order to perform and observe all covenants and agreements on its part to be performed and observed under the Bond Documents; and
(2) execute, agent or employee thereof isacknowledge, in his or her own name or where appropriate, and deliver from time to time promptly at the request of the Trustee all such instruments and documents as in the name opinion of the Trustee are necessary or desirable to carry out the intent and purpose of the Bonds Documents or any of them.
(m) So long as any Bonds shall remain unpaid, the Issuer will not, without the written consent of the Trustee:
(1) take any action which, directly or indirectly, adversely affects its existence or status as a nomineepolitical subdivision organized and existing under the laws of the State;
(2) take any action which would adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds; or
(3) pledge any interest in this Loan Agreement, a holder of any direct or indirect interest (the amounts to be derived herefrom, other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action as contemplated by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the ActIndenture.
Appears in 1 contract
Samples: Loan Agreement (Aaron Rents Inc)
Representations by the Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a) The Issuer is a political subdivision and a body politic and corporate duly organized and validly existing not-for-profit corporation under the laws of the State. Pursuant to , duly organized and existing as such under the provisions Constitution and the laws of the Act and the resolution authorizing the issuance of the Bonds, the State;
(b) The Issuer has the full 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 Bonds to finance the Project constitutes an "industrial project" within the meaning of the Act.
(b) To finance a portion of Costs and to pay the costs of refunding such financing as is provided in this Bond Purchase Agreement, to secure the Prior Bonds, the Issuer proposes to issue its Bonds in the amount manner provided in this Bond Purchase Agreement, and having the terms Issuer has taken all actions and conditions specified in obtained all approvals required by the Indenture.Act;
(c) The Bonds will be issued under Issuer has duly adopted the Indenture Bond Resolution and will maturehas duly authorized the execution and delivery of each of the Issuer Documents, 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 issuance and assigned to sale of the Trustee pursuant to Section 4.5 hereof in order to secure payment of and to pay the principal of, premium, if anyBonds, and interest on has taken all actions necessary or appropriate to carry out the Bonds.same;
(d) The Issuer has is not and will not pledge its interest in this Agreement other than aware of any litigation or proceeding pending or, to the Trustee under Issuer's knowledge, threatened against the Indenture to secure Issuer, wherein an unfavorable decision, ruling or finding would adversely affect the Bonds.transactions contemplated by the Bonds or the Issuer Documents;
(e) Neither the execution and delivery of this Agreement, the The consummation of the transactions contemplated hereby, nor by the fulfillment of or compliance with Bond Resolution and this Bond Purchase Agreement and the terms and conditions of this Agreement conflicts with or results in a breach performance of the termsIssuer Documents will not result in any breach of, conditions or provisions of constitute a default under, the Act or any material restrictionmortgage, agreement deed or trust, lease, bank loan or credit agreement, order or judgment, by-law or other instrument or document to which the Issuer is now a party or by which it is bound, may be bound or constitutes a default under any of the foregoing.affected; and
(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 has 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 made and does not intend 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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote make in connection with the Project.
(k) No member Project or the sale of the Bonds to the Purchaser or otherwise any inquiry concerning the financial position or business condition of the Institution. The Issuer makes no warranty or officerrepresentation as to the financial position or business condition of the Institution and does not represent or warrant as to any of the statements, agent materials, representations or employee thereof iscertifications (financial or otherwise) made or furnished, in his or her own name or in to be made and furnished by the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote Institution in connection with the Project, except for direct Project or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed the sale of the Series 2021A Bonds to the Secretary Purchaser or the making of the Issuer prior disbursements hereunder or otherwise or as to the taking correctness, completeness or accuracy of final action by the Issuer with respect to such contract statements, materials, representations or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Actcertificates.
Appears in 1 contract
Representations by the Issuer. The Issuer makes the following representations as the basis for the its undertakings on its part herein containedherein:
(a) The Issuer is a political subdivision and a body politic and corporate duly municipal corporation organized and validly existing under the Constitution and laws of the State. Pursuant to the provisions State 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 ActMinnesota.
(b) To finance a portion There is no pending or threatened suit, action or proceeding against the Issuer before any court, arbitrator, administrative agency or other governmental authority that challenges the Issuer's execution and delivery of this Loan Agreement or the Indenture or the issuance of the costs of refunding the Prior Series 2020 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, Loan Agreement and 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 Indenture will not constitute a breach of the termsor default under any existing law, conditions regulation or provisions of ordinance, or any material restrictionagreement, agreement indenture, mortgage, lease or other instrument to which the Issuer is now a party or by which it is bound.
(d) No member of the Governing Body of the Issuer and no other elected or appointed official who is authorized to take part in the making of this Loan Agreement or the Indenture or the issuance of the Series 2020 Bonds, is directly or indirectly interested in this Loan Agreement, the Series 2020 Bonds, or constitutes a default under any contract, agreement or job hereby contemplated to be entered into or undertaken.
(e) No proceeding of the foregoingIssuer for the issuance, execution or delivery of this Loan Agreement or the Indenture has been repealed, rescinded, amended or revoked.
(f) When executed The Issuer understands that the Official Statement will be used by the officers Original Purchaser to offer and sell the Bonds. The Issuer has not participated in the preparation of or reviewed the Official Statement. The Issuer has made no independent investigation of the Issuerfacts and statements provided in the Official Statement, this Agreement and other than the Indenture will constitute a validinformation set forth under the caption "THE ISSUER" and, binding and enforceable obligation of the Issuer.
(g) The Issuer is not in default under except for such information, assumes no liability or responsibility for any of the provisions of the laws of the State of Illinois which would affect its existence or its powers referred to information contained in the preceding subsection (a)Official Statement or the accuracy, completeness or sufficiency thereof.
(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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Act.
Appears in 1 contract
Samples: Loan Agreement
Representations by the Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein containedrepresents and warrants that:
(a) The Issuer is a political subdivision and a body politic and corporate duly organized and validly existing not-for-profit local development corporation under the laws of the State. Pursuant to , duly organized and existing as such under the provisions laws of the Act and the resolution authorizing the issuance of the Bonds, the State;
(b) The Issuer has the full 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 Bonds to finance the Project constitutes an "industrial project" within the meaning of the Act.
(b) To finance a portion of Costs and to pay the costs of refunding such financing as is provided in this Bond Purchase Agreement, to secure the Prior Bonds, the Issuer proposes to issue its Bonds in the amount manner provided in this Bond Purchase Agreement, and having the terms Issuer has taken all actions and conditions specified in obtained all approvals required by the Indenture.Act;
(c) The Bonds will be issued under Issuer has duly adopted the Indenture Bond Resolution and will maturehas duly authorized the execution and delivery of each of the Issuer Documents, 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 issuance and assigned to sale of the Trustee pursuant to Section 4.5 hereof in order to secure payment of and to pay the principal of, premium, if anyBonds, and interest on has taken all actions necessary or appropriate to carry out the Bonds.same;
(d) The Issuer has is not and will not pledge its interest in this Agreement other than aware of any litigation or proceeding pending or, to the Trustee under Issuer's knowledge, threatened against the Indenture to secure Issuer, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Bonds., the Bond Resolution or the Issuer Documents;
(e) Neither the execution and delivery of this Agreement, the The consummation of the transactions contemplated hereby, nor by the fulfillment of or compliance with Bond Resolution and this Bond Purchase Agreement and the terms and conditions of this Agreement conflicts with or results in a breach performance of the termsIssuer Documents will not result in any breach of, conditions or provisions constitute a default under, the Act or any mortgage, deed of any material restrictiontrust, agreement lease, bank loan or credit agreement, order or judgment, by-law or other instrument or document to which the Issuer is now a party or by which it is bound, may be bound or constitutes a default under any of the foregoing.affected; and
(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 has 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 made and does not intend 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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote make in connection with the Project.
(k) No member Project or the sale of the Bonds to the Bank or otherwise any inquiry concerning the financial position or business condition of the College. The Issuer makes no warranty or officerrepresentation as to the financial position or business condition of the College and does not represent or warrant as to any of the statements, agent materials, representations or employee thereof iscertifications (financial or otherwise) made or furnished, in his or her own name or in to be made and furnished by the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote College in connection with the Project, except for direct Project or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed the sale of the Bonds to the Secretary Bank or the making of the Issuer prior disbursements hereunder or otherwise or as to the taking correctness, completeness or accuracy of final action by the Issuer with respect to such contract statements, materials, representations or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Actcertificates.
Appears in 1 contract
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 Under the provisions of the Act and the resolution authorizing the issuance of the BondsAct, 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 Issueraction, the Issuer has been duly authorized to execute execute, deliver and deliver duly perform this Agreement and the Indenture. To the extent the foregoing representation involves a legal conclusion, and to issue and sell such representation is made in reliance on the Bonds. The Project constitutes an "industrial project" within the meaning opinion of the ActBond Counsel.
(b) To finance a portion part of the costs Cost of refunding the Prior BondsProject, the Issuer proposes will issue the Bonds, which will mature, bear interest and be subject to issue its Bonds in the amount and having the terms and conditions specified redemption as provided 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 ’s interest in this Agreement (except its certain rights under Sections 5.3of the Issuer to payment of fees and expenses and indemnification, 5.4to rights of inspection and to consents and rights to receive any notices, 5.8 certificates, requests, requisitions and 6.4 hereofother communications) and the First Mortgage Bonds will be pledged and assigned to the Trustee pursuant to Section 4.5 hereof in order to secure as security for payment of and to pay the principal of, and premium, if any, and interest on the Bonds.
(d) The Issuer has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Trustee Bonds under the Indenture to secure the BondsIndenture.
(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 default would affect its existence or its powers referred to in the preceding subsection (a)) of this Section 2.1.
(hf) Under existing statutes and decisions, no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit has found and determined and hereby finds and determines that all requirements of the Act with respect to take any action reasonably within its control which action or omission would impair the exclusion issuance of interest paid on the Bonds from federal gross income and the execution of this Agreement and the Indenture have been complied with and that financing the Project by issuing the Bonds and entering into this Agreement and the Indenture is in the public interest, serves the public purposes and meets the requirements of the Owners Act.
(g) On February 4, 2003, the Issuer adopted an initial resolution authorizing the issuance of bonds in an amount not to exceed $355,000,000 for a variety of purposes, including not to exceed $150,000,000 to finance a portion of the Cost of the Project, from which authorization $100,000,000 of bonds have been issued to date to finance a portion of the Cost of the Project. On September 20, 2005, the Issuer adopted a resolution (1) authorizing the issuance of bonds in an amount not to exceed $250,000,000 for a variety of purposes, including to finance a portion of the Cost of the Project and (2) approving the issuance of the Bonds.
(ih) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residentsNo member, and is in the public interest and in furtherance of the public purposes officer or other official of the Issuer and has any interest whatsoever in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name Borrower or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Projecttransactions contemplated by this Agreement.
(k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Act.
Appears in 1 contract
Representations by the Issuer. The Issuer makes the following representations represents and warrants as the basis for the undertakings on its part herein containedfollows:
(a) The Issuer is a political subdivision duly constituted public body corporate 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 State created under the Act.
(b) To Under the provisions of the Act, the Issuer is duly authorized to enter into, execute and deliver the Bond Documents to which it is a party, to undertake the transactions contemplated by the Bond Documents to which it is a party and to carry out its obligations hereunder and thereunder.
(c) The Issuer proposes to issue the Bonds in the aggregate principal amount of $5,500,000 to finance all or a portion of the costs of refunding the Prior BondsProject.
(d) By duly adopted resolution, the Issuer proposes has duly authorized the execution, delivery and performance of the Bond Documents to issue its which it is a party, including the borrowing under, issuance and performance of the Bonds and (as security for the Bonds) the pledge of the Note, endorsed without recourse to the order of the Trustee, to the Trustee. The Issuer also has duly authorized the execution, delivery and performance of the Placement Agreement and has approved the section which describes the Issuer in the amount and having the terms and conditions specified in the IndenturePrivate Placement Memorandum.
(ce) The Bonds will be issued under and pursuant to the Indenture and will mature, bear interest, be redeemable and have the other terms and provisions set forth or provided for 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.
(df) 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 Agreementand performance under the Bond Documents to which the Issuer is a party and the Placement Agreement will not conflict with, 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 constitute a breach of or default under, or require any consent pursuant to any law or regulation presently applicable to the termsIssuer (except for such consents and approvals as have heretofore been obtained), conditions or provisions the bylaws of the Issuer, any order of any material restrictioncourt, regulatory body or arbitral tribunal or any 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 To 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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes knowledge of the Issuer, there are no judicial, regulatory or arbitral proceedings pending or threatened against the Issuer which, if decided adversely to the Issuer, would have a material adverse effect on the issuance and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) sale of the ActBonds or any of the transactions of the Issuer in connection therewith.
Appears in 1 contract
Representations by the Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein contained:
(a) The Issuer (i) is a political subdivision and a body politic and corporate nonstock nonprofit industrial development corporation 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 (ii) has the full power and authority to enter into the transactions contemplated by this Loan Agreement and the Indenture 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 under this Loan Agreement and the Indenture, and to issue and sell including the issuance of the Bonds. The Project constitutes an "industrial project" within the meaning of the Act.
, (biii) 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 this subsection and (iv) by proper corporate action has duly authorized the preceding subsection (a)execution and delivery of this Loan Agreement, the Bonds and the Indenture.
(hb) 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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal the gross income of the Owners owners of the Bonds for federal income tax purposes.
(c) Neither the execution and delivery by the Issuer of this Loan Agreement or the Indenture, nor the consummation by the Issuer of the transactions contemplated by this Loan Agreement or the Indenture, conflicts with, will result in a breach of or default under or will (except with respect to the lien of the Indenture) result in the imposition of any lien on any property of the Issuer pursuant to the terms, conditions or provisions of any statute, order, rule, regulation, agreement or instrument to which the Issuer is a party or by which it is bound.
(d) Each of this Loan Agreement and the Indenture has been duly authorized, executed and delivered by the Issuer and each constitutes the legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors' rights generally or by equitable principles of general applicability.
(e) There is no litigation or proceeding pending, or to the knowledge of the Issuer threatened, against the Issuer, or to the knowledge of the Issuer affecting it, which would adversely affect the validity of this Loan Agreement, the Indenture or the Bonds or the ability of the Issuer to comply with its obligations under this Loan Agreement, the Indenture or the Bonds.
(f) The Issuer hereby finds and determines that all requirements of the Act have been complied with, the Project constitutes and will constitute a "project" within the meaning of the Act and the financing of the Project through the issuance of the Bonds will further the public purposes of the Act.
(g) No member, director, officer, official, agent or employee of the Issuer has any interest (financial, employment or other) in the Company or the transactions contemplated by this Loan Agreement.
(h) The Issuer will apply the proceeds from the sale of the Bonds as specified in the Indenture and this Loan Agreement. So long as any of the Bonds remain outstanding and except as may be authorized by the Indenture, the Issuer will not issue or sell any bonds or obligations, other than the Bonds, the principal of, premium, if any, or interest on which will be payable from the Trust Estate.
(i) The Project will be wholly located within the boundaries of the Issuer.
(j) No approval, authorization or consent of any governmental or public agency or authority or officer (other than those which have been obtained) is required in connection with the execution and delivery by the Issuer of this Loan Agreement, the Indenture or the Bonds, other than any required under the securities laws of the United States or any state, as to all of which no representation is made by the Issuer.
(k) Based upon the representations made by the Company, the Board of Directors hereby finds that (i) the Project is suitable for the promotion of industrial or manufacturing development and determines expansion, (ii) the Project will have a direct, positive and favorable impact on employment in the Governmental Unit, and (iii) that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and Project is in the public interest and in furtherance of the public purposes of the Issuer and as set forth in compliance with the purposes and provision of the Act.
(jl) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee The Governmental Unit has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner resolution approved this Agreement as required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Act.
Appears in 1 contract
Representations by the Issuer. The Issuer makes the following representations as of the date of the execution and delivery of this Loan Agreement as the basis for the undertakings on its part herein contained:
(a) The Issuer is a political subdivision public body, corporate and a body politic politic, of the State, and corporate is duly organized and organized, validly existing and in good standing under the laws of the State. Pursuant to the provisions of the Act and the resolution authorizing the issuance of the Bonds, the .
(b) The Issuer has the power and lawful authority to adopt the Resolution, to execute and deliver the Issuer Documents, to issue the Bonds and receive the proceeds of the Bonds, to apply the proceeds of the Bonds to make the Loan, to assign the revenues derived and to be derived by the Issuer from the Loan to the Trustee and to enter into the transactions on its part 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 Documents and the Indenture, Bonds and otherwise on its part to issue be performed 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 Indentureobserved thereunder.
(c) The Issuer has duly authorized the execution and delivery of each of the Issuer Documents, the issuance sale and delivery of 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 performance of the Trustee pursuant to Section 4.5 hereof in order to secure payment obligations of and to pay the principal of, premium, if any, and interest on the BondsIssuer thereunder.
(d) The Issuer has not Documents and will not pledge its interest the Bonds have been duly executed and delivered by the Issuer and constitute the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in this Agreement accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other than laws relating to or affecting generally the enforcement of creditors’ rights, and except to the Trustee under extent that availability of the Indenture remedy of specific performance or injunctive relief is subject to secure the Bondsdiscretion of the court before which any proceeding therefor may be brought.
(e) Neither of the Issuer nor any Boardmember, officer or employee of the Issuer has any interest, financial, employment or other, in the Borrower, the Project or the transactions contemplated by the Loan Documents.
(f) There is no action, suit, proceeding, inquiry or investigation pending with respect to which the Issuer has been served with process or, to the knowledge of the Issuer, threatened against the Issuer by or before any court, governmental agency or public board or body, which (i) affects or questions the existence or the territorial jurisdiction of the Issuer or the title to office of any officer of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin 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 Issuer Documents, or the officers issuance, execution or delivery of the Issuer, this Agreement and Bonds; (iii) affects or questions the Indenture will constitute a valid, binding and enforceable obligation validity or enforceability of the Issuer.
(g) The Issuer is not in default under any of the provisions Issuer Documents or the Bonds; (iv) questions the exclusion from gross income for federal income taxation 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 interest on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Act.; or
Appears in 1 contract
Samples: Loan Agreement
Representations by the Issuer. The Issuer makes the following representations represents and warrants as the basis for the undertakings on its part herein containedfollows:
(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 .
(b) Under the provisions of the Act and the resolution authorizing the issuance of the BondsAct, the Issuer has the power and authority is duly authorized to enter into into, execute and deliver the Bond Documents to which it is a party, to undertake the transactions contemplated by this Agreement the Bond Documents to which it is a party and to carry out its obligations hereunder. By proper action hereunder and thereunder.
(c) The Issuer proposes to issue the Bonds in the aggregate principal amount of $4,000,000 to finance all or a portion of the governing body of the IssuerProject.
(d) By duly adopted resolution, the Issuer has been duly authorized the execution, delivery and performance of the Bond Documents to execute which it is a party, including the borrowing under, issuance and deliver this performance of the Bonds and (as security for the Bonds) the pledge of the Notes, endorsed without recourse to the order of the Trustee, to the Trustee. The Issuer also has duly authorized the execution, delivery and performance of the Placement Agreement and has approved the Indenture, and sections which describe the Issuer or relate to issue and sell the Bonds. The Project constitutes an "industrial project" within Issuer in the meaning of the ActPrivate Placement Memorandum.
(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.
(ce) The Bonds will be issued under and pursuant to the Indenture and will mature, bear interest, be redeemable and have the other terms and provisions set forth or provided for 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.
(df) 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 Agreementand performance under the Bond Documents to which the Issuer is a party and the Placement Agreement will not conflict with, 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 constitute a breach of or default under, or require any consent pursuant to any law or regulation presently applicable to the termsIssuer (except for such consents and approvals as have heretofore been obtained), conditions or provisions any order of any material restrictioncourt, regulatory body or arbitral tribunal or any 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 To the best knowledge of the Issuer, there are no judicial, regulatory or arbitral proceedings pending or threatened against the Issuer is not in default under which, if decided adversely to the Issuer, would have a material adverse effect on the issuance and sale of the Bonds or any of the provisions transactions of the laws of the State of Illinois which would affect its existence or its powers referred to Issuer in the preceding subsection (a)connection therewith.
(h) Under existing statutes When duly executed and decisions, no taxes delivered on income or profits are imposed on behalf of the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair , and assuming the exclusion due authorization, execution and delivery by the Borrower of interest paid on this Loan Agreement, and the Bonds from federal gross income due authorization, execution and delivery by the Trustee and the Credit Facility Trustee of the Owners Indenture, each of the BondsBond Documents to which the Issuer is a party shall constitute a valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except that enforceability may be limited by applicable bankruptcy or insolvency laws or by general principals of equity.
(i) The Issuer finds and determines that Neither the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes representations of the Issuer and contained in compliance this Loan Agreement or the Indenture nor any written statement relating to the Issuer furnished to the original purchasers of the Bonds by or on behalf of the Issuer in connection with the purposes transactions contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and provision of the Acttherein not misleading.
(j) No member of the The Issuer will not enter into any agreement or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% instrument which might in any person, association, trust, corporation, partnership way prevent or other entity which is, in materially impair its own name or in ability to perform its obligations under the name of a nominee, Bond Documents while it is a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Projectthereto.
(k) No member So long as any Bonds shall remain unpaid, the Issuer will not, without the written consent of the Issuer Trustee: (1) take any action which, directly or officerindirectly, agent adversely affects its existence or employee thereof isstatus as a political subdivision under the laws of the State, (2) take any action which would adversely affect the exclusion from gross income for federal income tax purposes of interest on the Series A Bonds and the Series C Bonds when and if issued, or (3) pledge any interest in his this Loan Agreement, or her own name or in the name of a nomineeamounts to be derived therefrom, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action as contemplated by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the ActIndenture.
Appears in 1 contract
Samples: Loan Agreement (Heico Corp)
Representations by the Issuer. The Issuer makes the following representations as the basis for the its undertakings on its part herein containedherein:
(a) The Issuer is a political subdivision and a body politic and corporate duly organized and validly existing municipal corporation under the laws of the State. Pursuant to State of Minnesota.
(b) On March 5, 1990, after publication of notice of hearing in the provisions official newspaper of the Act Issuer, being a newspaper of general circulation in the community, the Issuer held a public hearing on the Project and the resolution authorizing the issuance of the Refunded Bonds, and thereafter the Governing Body, as the applicable elected representative, duly adopted the Bond Resolution and thereby granted final approval to the issuance of the Refunded Bonds.
(c) The issuance and sale of the Series 2004 Bonds, the Issuer has the power execution and authority to enter into the transactions contemplated by delivery of this Loan Agreement and to carry out its obligations hereunder. By proper action the Indenture, the performance of all covenants and agreements of the governing body of the Issuer, the Issuer has been duly authorized to execute and deliver contained in this Loan Agreement and the Indenture, and to issue the loan hereunder are authorized and sell the Bonds. The Project constitutes an "industrial project" within the meaning have been duly authorized by resolutions of the ActIssuer, including the Bond Resolution, which was duly adopted at a meeting of the Issuer duly called and held, by the requisite vote of its members, all as required by law.
(bd) To finance a portion of The Borrower has requested that the costs of refunding Issuer issue the Prior BondsSeries 2004 Bonds as provided in the Act, the Indenture and the Bond Resolution and lend the proceeds thereof to the Borrower pursuant to this Loan Agreement. The Issuer proposes to will issue its the Series 2004 Bonds in the aggregate principal amount of $5,630,000, and having the terms and conditions specified Series 2004 Bonds shall be in the Indenture.
(c) The Bonds will form and shall be issued under subject to 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 There is no litigation pending or, to the execution best of its knowledge threatened, against the Issuer relating to the Project or to the Bonds or to this Loan Agreement or the Indenture or questioning the powers or Issuer of the Issuer under the Act, or questioning the corporate existence of the Issuer or the title of any of the present officers of the Issuer to their respective offices.
(f) The execution, delivery and delivery performance of this Agreement, Loan Agreement by 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 Issuer do not violate any material restriction, agreement or instrument any court order or judgment in any litigation 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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Act.
Appears in 1 contract
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 Under the provisions of the Act and the resolution authorizing the issuance of the BondsAct, 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 Issueraction, the Issuer has been duly authorized to execute execute, deliver and deliver duly perform this Agreement and the Indenture. To the extent the foregoing representation involves a legal conclusion, and to issue and sell such representation is made in reliance on the Bonds. The Project constitutes an "industrial project" within the meaning opinion of the ActBond Counsel.
(b) To finance refinance a portion of the costs Cost of the Project by refunding the Prior Refunded Bonds, the Issuer proposes will issue the Bonds, which will mature, bear interest and be subject to issue its Bonds in the amount and having the terms and conditions specified redemption as provided 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 ’s interest in this Agreement (except its certain rights under Sections 5.3of the Issuer to payment of fees and expenses and indemnification, 5.4to rights of inspection and to consents and rights to receive any notices, 5.8 certificates, requests, requisitions and 6.4 hereofother communications) and the First Mortgage Bonds will be pledged and assigned to the Trustee pursuant to Section 4.5 hereof in order to secure as security for payment of and to pay the principal of, and premium, if any, and interest on the Bonds.
(d) The Issuer has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Trustee Bonds under the Indenture to secure the BondsIndenture.
(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 default would affect its existence or its powers referred to in the preceding subsection (a)) of this Section 2.1.
(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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(if) The Issuer has found and determined and hereby finds and determines that all requirements of the Act with respect to the issuance of the Bonds and the execution of this Agreement and the Indenture have been complied with and that financing or refinancing the Project, including the refunding of the Prior Refunded Bonds, by issuing the Bonds will be of benefit to and entering into this Agreement and the health and general welfare of the State and its residents, and Indenture is in the public interest and in furtherance of interest, serves the public purposes of and meets the Issuer and in compliance with the purposes and provision requirements of the Act.
(jg) No member of On October 5, 2004, the Issuer or officer, agent or employee thereof is, adopted a resolution authorizing the issuance of refunding bonds in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party amount not to any contract or agreement upon which the member or officer, agent or employee may be called upon exceed $75,000,000 to act or vote in connection with refinance the Project.
(kh) No member member, officer or other official of the Issuer or officer, agent or employee thereof is, has any interest whatsoever in his or her own name the Borrower or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action transactions contemplated by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Actthis Agreement.
Appears in 1 contract
Representations by the Issuer. The Issuer makes the following representations represents and warrants as the basis for the undertakings on its part herein containedfollows:
(a) The Issuer is a political subdivision and a duly constituted body politic and corporate duly organized and validly existing under the laws a public instrumentality 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 State created under the Act.
(b) To Under the provisions of the Act, the Issuer is duly authorized to enter into, execute and deliver the Bond Documents to which it is a party, to undertake the transactions contemplated by the Bond Documents to which it is a party and to carry out its obligations hereunder and thereunder.
(c) The Issuer proposes to issue the Bonds in the aggregate principal amount of $7,600,000 to finance all or a portion of the costs of refunding the Prior BondsProject.
(d) By duly adopted resolution, the Issuer proposes has duly authorized the execution, delivery and performance of the Bond Documents to issue its which it is a party, including the borrowing under, issuance and performance of the Bonds and (as security for the Bonds) the pledge of the Note, endorsed without recourse to the order of the Trustee, to the Trustee. The Issuer also has duly authorized the execution, delivery and performance of the Placement Agreement and has approved the section which describes the Issuer in the amount and having the terms and conditions specified in the IndenturePrivate Placement Memorandum.
(ce) The Bonds will be issued under and pursuant to the Indenture and will mature, bear interest, be redeemable and have the other terms and provisions set forth or provided for 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.
(df) 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 Agreementand performance under the Bond Documents to which the Issuer is a party and the Placement Agreement will not conflict with, 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 constitute a breach of or default under, or require any consent pursuant to any law or regulation presently applicable to the termsIssuer (except for such consents and approvals as have heretofore been obtained), conditions or provisions the bylaws of the Issuer, any order of any material restrictioncourt, regulatory body or arbitral tribunal or any 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 To the knowledge of the Issuer, there are no judicial, regulatory or arbitral proceedings pending or threatened against the Issuer is not in default under which, if decided adversely to the Issuer, would have a material adverse effect on the issuance and sale of the Bonds or any of the provisions transactions of the laws of the State of Illinois which would affect its existence or its powers referred to Issuer in the preceding subsection (a)connection therewith.
(h) Under existing statutes When duly executed and decisions, no taxes delivered on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes behalf of the Issuer, and (ii) as assuming the due authorization, execution and delivery by the Borrower of this Loan Agreement, and the due authorization, execution and delivery by the Trustee of the Indenture, each of the Bond Documents to which the memberIssuer is a party, officer, agent or employee has refrained from taking the actions described in Section 15(b) Placement Agreement shall constitute a valid and binding obligation of the ActIssuer enforceable against the Issuer in accordance with its terms.
Appears in 1 contract
Samples: Loan Agreement (Genlyte Group Inc)
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 validly created and validly existing under the laws of the State. Pursuant to the provisions of the Act Act, and the resolution authorizing the issuance of the Bonds, the Issuer has the power and authority is authorized 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 and 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 ActAgreement.
(b) To finance It is the Issuer's understanding based upon certain representations of the Company, that the issuance and sale of the Bonds and the loaning of the proceeds of the Bonds to the Company (which proceeds, along with certain other moneys, will be applied for the benefit of the Company) is to provide a portion of the costs of refunding moneys to refund 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 To provide funds to loan to the Company for the purposes described in clause (b) above, the Issuer has authorized its Bonds will in aggregate principal amount of $50,000,000 to be issued under upon the Indenture and will mature, bear interest, be redeemable and have the other terms and provisions set forth in the Indenture. The , under the provisions of which the Issuer's interest in this Agreement and the payments of principal, premium, if any, interest and other revenues hereunder (except its for amounts payable to, and certain rights of, the Issuer under Sections 5.3, 5.4, 5.8 and 6.4 hereofhereof and any rights of the Issuer to enforce the provisions hereof to receive notices, certificates, requests, requisitions, directions and other communications hereunder) and the First Mortgage Bonds will be are pledged and assigned to the Trustee pursuant to Section 4.5 hereof in order to secure as security for the payment of and to pay the principal of, premium, if any, and interest on the Bonds.
(d) . The Issuer covenants that it has not and will not pledge or assign its interest in this Agreement, or the revenue and receipts derived pursuant to this Agreement (except that amounts payable to, and certain rights of, the Issuer under Sections 5.3, 5.4, 5.8 and 6.4 hereof and any rights of the Issuer to enforce the provisions hereof to receive notices, certificates, requests, requisitions, directions and other communications hereunder may be assigned to a successor governmental body or political subdivision) other than to the Trustee under the Indenture to secure the Bonds.
(ed) Neither To the execution and delivery best 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 decisionsknowledge, no taxes on income or profits are imposed on the Issuer. The Issuer will not knowingly take or omit to take any action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(i) The Issuer finds and determines that the refunding of the Prior Bonds will be of benefit to the health and general welfare of the State and its residents, and is in the public interest and in furtherance of the public purposes of the Issuer and in compliance with the purposes and provision of the Act.
(j) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-7 1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project.
(ke) No To the best of its knowledge, no member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (jd) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b845-45(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in said Section 15(b845-45(b).
(f) Neither the Issuer's execution of this Agreement, its consummation of the Acttransaction contemplated on its part thereby, nor the Issuer's fulfillment or compliance with the terms and conditions thereof conflicts with or results in a breach of the terms, conditions and provisions of any material restriction, agreement or instrument to which the Issuer is a party, or by which it or any of its property is bound, or constitutes a default under any of the foregoing.
Appears in 1 contract
Samples: Loan Agreement (Peoples Energy Corp)
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 Under the provisions of the Act and the resolution authorizing the issuance of the BondsAct, 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 Issueraction, the Issuer has been duly authorized to execute execute, deliver and deliver duly perform this Agreement and the Indenture. To the extent the foregoing representation involves a legal conclusion, and to issue and sell such representation is made in reliance on the Bonds. The Project constitutes an "industrial project" within the meaning opinion of the ActBond Counsel.
(b) To finance a portion part of the costs Cost of refunding the Prior BondsProject, the Issuer proposes will issue the Bonds, which will mature, bear interest and be subject to issue its Bonds in the amount and having the terms and conditions specified redemption as provided 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 ’s interest in this Agreement (except its certain rights under Sections 5.3of the Issuer to payment of fees and expenses and indemnification, 5.4to rights of inspection and to consents and rights to receive any notices, 5.8 certificates, requests, requisitions and 6.4 hereofother communications) and the First Mortgage Bonds will be pledged and assigned to the Trustee pursuant to Section 4.5 hereof in order to secure as security for payment of and to pay the principal of, and premium, if any, and interest on the Bonds.
(d) The Issuer has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Trustee Bonds under the Indenture to secure the BondsIndenture.
(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 default would affect its existence or its powers referred to in the preceding subsection (a)) of this Section 2.1.
(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 action reasonably within its control which action or omission would impair the exclusion of interest paid on the Bonds from federal gross income of the Owners of the Bonds.
(if) The Issuer has found and determined and hereby finds and determines that the refunding all requirements of the Prior Bonds will be of benefit Act with respect to the health and general welfare issuance of the State Bonds and its residents, the execution of this Agreement and the Indenture have been complied with and that financing the Project by issuing the Bonds and entering into this Agreement and the Indenture is in the public interest and in furtherance of interest, serves the public purposes of and meets the Issuer and in compliance with the purposes and provision requirements of the Act.
(jg) On September 20, 2005, the Issuer adopted an initial resolution authorizing the issuance of bonds in an amount not to exceed $250,000,000 for a variety of purposes, from which authorization $100,000,000 of bonds have been issued to date to finance a portion of the Cost of the Project. On September 5, 2006, the Issuer adopted a resolution approving the issuance of the Bonds in an amount not to exceed $56,000,000.
(h) No member member, officer or other official of the Issuer or officer, agent or employee thereof is, has any interest whatsoever in his or her own name the Borrower or in the name of a nominee, an officer, director or holder of an ownership interest of more than 7-1/2% in any person, association, trust, corporation, partnership or other entity which is, in its own name or in the name of a nominee, a party to any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Projecttransactions contemplated by this Agreement.
(k) No member of the Issuer or officer, agent or employee thereof is, in his or her own name or in the name of a nominee, a holder of any direct or indirect interest (other than a prohibited interest described in paragraph (j) above) in any contract or agreement upon which the member or officer, agent or employee may be called upon to act or vote in connection with the Project, except for direct or indirect interests (other than prohibited interests), (i) which such member, officer, agent or employee has disclosed to the Secretary of the Issuer prior to the taking of final action by the Issuer with respect to such contract or agreement in the manner required by Section 15(b) of the Act, which disclosure has been publicly acknowledged by the Issuer and entered upon the minutes of the Issuer, and (ii) as to which the member, officer, agent or employee has refrained from taking the actions described in Section 15(b) of the Act.
Appears in 1 contract
