Common use of Representations by the Issuer Clause in Contracts

Representations by the Issuer. The Issuer represents and warrants as follows: (a) The Issuer is a public body corporate and politic and is authorized by the Act to execute and to enter into this Agreement and to undertake the transactions contemplated herein and to carry out its obligations hereunder. (b) The Issuer has all requisite power, authority and legal right to execute and deliver the Bond Documents to which it is a party and all other instruments and documents to be executed and delivered by the Issuer pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Bond Documents. All corporate action on the part of the Issuer which is required for the execution, delivery, performance and observance by the Issuer of the Bond Documents has been duly authorized and effectively taken, and such execution, delivery, performance and observation by the Issuer do not contravene applicable law or any contractual restriction binding on or affecting the Issuer. (c) The Issuer has duly approved the issuance of the Bonds and the loan of the proceeds thereof to the Company for the acquisition, construction and equipping of the Project; no other authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required as a condition to the performance by the Issuer of its obligations under any Bond Documents. (d) This Agreement is, and each other Bond Document to which the Issuer is a party when delivered will be, legal, valid and binding special obligations of the Issuer enforceable against the Issuer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. (e) There is no default of the Issuer in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Bond Documents or the ability of the Issuer to perform its obligations thereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default. (f) With respect to the Bonds, there are no other obligations of the Issuer that have been, are being or will be (i) sold at substantially the same time, (ii) sold pursuant to the same plan of financing, and (iii) reasonably expected to be paid from substantially the same source of funds. (g) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending, or, to the best knowledge of the Issuer, threatened against or affecting the Issuer wherein an unfavorable decision, ruling or finding would adversely affect (i) the transactions contemplated by, or the validity or enforceability of, the Bonds, the Indenture or this Agreement or (ii) the tax-exempt status of interest on the Bonds. (h) 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. (i) The Issuer has not assigned or pledged and will not assign or pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. The Bonds constitute the only bonds or other obligations of the Issuer in any manner payable from the revenues to be derived from this Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of this Agreement. (j) The Issuer is not in default under any of the provisions of the laws of the State, where any such default would affect the issuance, validity or enforceability of the Bonds or the transactions contemplated by this Agreement or the Indenture.

Representations by the Issuer. The Issuer represents and warrants as follows: (a) The Issuer is a duly constituted public body corporate and politic of the State within the meaning of the Act and is authorized by the Act to execute and to enter into this Agreement and to undertake the transactions contemplated herein and to carry out its obligations hereunder. (b) The Issuer has all requisite power, authority and legal right to execute and deliver the Bond Documents to which it is a party and all other instruments and documents to be executed and delivered by the Issuer pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Bond Documents. All corporate action on the part of the Issuer which is required for the execution, delivery, performance and observance by the Issuer of the Bond Documents has been duly authorized and effectively taken, and such execution, delivery, performance and observation by the Issuer do not contravene applicable law or any contractual restriction binding on or affecting the Issuer. (c) The Issuer has duly approved the issuance of the Bonds and the loan of the proceeds thereof to the Company for the acquisition, construction and equipping Acquisition of the Project; no other authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required as a condition to the performance by the Issuer of its obligations under any Bond Documents. (d) This Agreement is, and each other Bond Document to which the Issuer is a party when delivered will be, legal, legal valid and binding special obligations of the Issuer enforceable against the Issuer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generallyterms. (e) There is no default of the Issuer in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Bond Documents or the ability of the Issuer to perform its obligations thereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default. (f) With respect to the Bonds, there are no other obligations of the Issuer that have been, are being or will be sold (i) sold at substantially the same time, (ii) sold pursuant to the same under a common plan of financingmarketing, and (iii) reasonably expected to be paid from at substantially the same source rate of fundsinterest. (g) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending, pending or, to the best knowledge of the undersigned officers of the Issuer, threatened against no action or proceeding before any court, governmental agency or arbitrator (i) to restrain or enjoin the issuance or delivery of the Bonds or the collection of any revenues pledged under the Indenture, (ii) in any way contesting or affecting the Issuer wherein an unfavorable decision, ruling or finding would adversely affect (i) authority for the transactions contemplated by, issuance of the Bonds or the validity or enforceability ofof any of the Bond Documents, the Bonds, the Indenture or this Agreement or (iiiii) in any way contesting the tax-exempt status existence or powers of interest on the BondsIssuer. (h) 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. (i) The Issuer has not assigned or pledged and will not assign or pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. The Bonds constitute the only bonds or other obligations of the Issuer in any manner payable from the revenues to be derived from this Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of this Agreement. (j) The Issuer is not in default under any of the provisions of the laws of the State, where any such default would affect the issuance, validity or enforceability of the Bonds or the transactions contemplated by this Agreement or the Indenture.

Representations by the Issuer. The Issuer represents and warrants as follows: (a) The Issuer is a public body corporate and politic an industrial development authority within the meaning of the Act and is authorized by the Act to execute and to enter into this Agreement and to undertake the transactions contemplated herein and to carry out its obligations hereunder. (b) The Issuer has all requisite power, authority and legal right to execute and deliver the Bond Documents to which it is a party and all other instruments and documents to be executed and delivered by the Issuer pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Bond Documents. All corporate action on the part of the Issuer which is required for the execution, delivery, performance and observance by the Issuer of the Bond Documents has been duly authorized and effectively taken, and such execution, delivery, performance and observation by the Issuer do not contravene applicable law or any contractual restriction binding on or affecting the Issuer. (c) The Issuer has duly approved the issuance of the Bonds and the loan of the proceeds thereof to the Company for the acquisition, construction and equipping Acquisition of the Project; no other authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required as a condition to the performance by the Issuer of its obligations under any Bond Documents. (d) This Agreement is, and each other Bond Document to which the Issuer is a party when delivered will be, legal, valid and binding special obligations of the Issuer enforceable against the Issuer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. (e) There is no default of the Issuer in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Bond Documents or the ability of the Issuer to perform its obligations thereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default. (f) With respect to the Bonds, there are no other obligations of the Issuer that have been, are being or will be (i) sold at substantially the same time, (ii) sold pursuant to the same plan of financing, and (iii) reasonably expected to be paid from substantially the same source of funds. (g) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending, or, to the best knowledge of the Issuer, threatened against or affecting the Issuer wherein an unfavorable decision, ruling or finding would adversely affect (i) the transactions contemplated by, or the validity or enforceability of, the Bonds, the Indenture or this Agreement or (ii) the tax-exempt status of interest on the Bonds. (h) 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. (i) The Issuer has not assigned or pledged and will not assign or pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. The Bonds constitute the only bonds or other obligations of the Issuer in any manner payable from the revenues to be derived from this Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of this Agreement. (j) The Issuer is not in default breach under any of the provisions of the laws of the State, where any such default would affect the issuance, validity or enforceability of the Bonds or the transactions contemplated by this Agreement or the Indenture.

Representations by the Issuer. The Issuer represents represents, warrants and warrants agrees as follows: (a) The Issuer is a public body corporate and politic and under the laws of the State of Georgia. (b) Under the provisions of the Act, the Issuer is duly authorized by the Act to enter into, execute and deliver or, if appropriate, accept the Issuer Documents, to enter into this Agreement issue and deliver the Bonds, to undertake the transactions contemplated herein by the Issuer Documents and the Bonds and to carry out its obligations hereunder. (b) The Issuer has all requisite power, authority hereunder and legal right to execute and deliver the Bond Documents to which it is a party and all other instruments and documents to be executed and delivered by the Issuer pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Bond Documents. All corporate action on the part of the Issuer which is required for the execution, delivery, performance and observance by the Issuer of the Bond Documents has been duly authorized and effectively taken, and such execution, delivery, performance and observation by the Issuer do not contravene applicable law or any contractual restriction binding on or affecting the Issuerthereunder. (c) The Issuer has duly approved the issuance of proposes to issue the Bonds and in the loan aggregate principal amount of the proceeds thereof $10,000,000 to the Company for finance, in whole or in part, the acquisition, construction construction, installation and equipping of the Project; no other authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required as a condition to the performance by the Issuer of its obligations under any Bond Documents. (d) This Agreement isBy the Bond Resolution, and each other Bond Document to which the Issuer is a party when delivered will behas duly authorized the execution, legaldelivery and performance or, valid and binding special obligations if appropriate, acceptance of the Issuer enforceable against Documents, including the Issuer in accordance with its terms except as borrowing under and the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting issuance and performance of the enforcement of creditors' rights generallyBonds. (e) There is no default of The Bonds will be issued under and pursuant to the Issuer Indenture and will mature, bear interest, and have the other terms and provisions set forth or provided for in the payment of Indenture. (f) To the principal of or interest on any best of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Bond Documents or the ability of the Issuer to perform its obligations thereunderknowledge, and no event has occurred and is continuing under no condition exists with respect to the provisions Issuer which would constitute an "event of any such instrument default" as defined in this Lease Agreement or agreement which constitutes orthe Indenture or which, with the lapse of time or with the giving of notice, notice or both, would constitute such a become an "event of default. (f) With respect to " under this Lease Agreement or the Bonds, there are no other obligations of the Issuer that have been, are being or will be (i) sold at substantially the same time, (ii) sold pursuant to the same plan of financing, and (iii) reasonably expected to be paid from substantially the same source of fundsIndenture. (g) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by Neither this Lease Agreement nor any court, public board or body pending, or, to the best knowledge of the Issuer, threatened against Pledged Revenues have been pledged or affecting the Issuer wherein an unfavorable decision, ruling hypothecated in any manner or finding would adversely affect (i) the transactions contemplated by, or the validity or enforceability of, the Bonds, the Indenture or this Agreement or (ii) the tax-exempt status of interest on the Bonds. (h) 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. (i) The Issuer has not assigned or pledged and will not assign or pledge its interest in this Agreement for any purpose other than to secure as provided in the Bonds under Indenture as security for the Indenturepayment of the Bonds. The Bonds constitute the only bonds or other obligations of the Issuer in any manner payable from the revenues to be derived from this Lease Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of this Lease Agreement. (h) No member of the Issuer voting on this financing has any interest whatsoever in the Company or in the transactions contemplated by this Lease Agreement. (i) 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. (j) The 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: (i) take all action and do all things which it is not authorized by law to take and do in default order to perform and observe all covenants and agreements on its part to be performed and observed under the Bond Documents; and (ii) 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. (k) So long as any Bonds shall remain unpaid, the provisions 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 public body, corporate and politic under the laws of the State; or (ii) pledge any interest in this Lease Agreement, where any such default would affect the issuance, validity or enforceability of the Bonds or the transactions amounts to be derived herefrom, other than as contemplated by this Agreement or the Indenture.

Representations by the Issuer. The Issuer represents and warrants as follows: (a) The Issuer is a public body corporate instrumentality and politic agency of the State and is authorized by the Act to execute and to enter into this Agreement and to undertake the transactions contemplated herein and to carry out its obligations hereunder. (b) The Issuer has all requisite power, authority and legal right to execute and deliver the Bond Documents to which it is a party and all other instruments and documents to be executed and delivered by the Issuer pursuant thereto, to perform and observe the provisions thereof and to carry out the transactions contemplated by the Bond Documents. All corporate action on the part of the Issuer which is required for the execution, delivery, performance and observance by the Issuer of the Bond Documents has been duly authorized and effectively taken, and such execution, delivery, performance and observation by the Issuer do not contravene applicable law or any contractual restriction binding on or affecting the Issuer. (c) The Issuer has duly approved the issuance of the Bonds and the loan of the proceeds thereof to the Company for the acquisition, construction and equipping Acquisition of the Project; no other authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required as a condition to the performance by the Issuer of its obligations under any Bond Documents. (d) This Agreement is, and each other Bond Document to which the Issuer is a party when delivered will be, legal, legal valid and binding special obligations of the Issuer enforceable against the Issuer in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generallyterms. (e) There is no default of the Issuer in the payment of the principal of or interest on any of its indebtedness for borrowed money or under any instrument or instruments or agreements under and subject to which any indebtedness for borrowed money has been incurred which does or could affect the validity and enforceability of the Bond Documents or the ability of the Issuer to perform its obligations thereunder, and no event has occurred and is continuing under the provisions of any such instrument or agreement which constitutes or, with the lapse of time or the giving of notice, or both, would constitute such a default. (f) With respect to the Bonds, there are no other obligations of the Issuer that have been, are being or will be sold (i) sold at substantially the same time, (ii) sold pursuant to the same under a common plan of financingmarketing, and (iii) reasonably expected to be paid from at substantially the same source rate of fundsinterest. (g) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending, pending or, to the best knowledge of the undersigned officers of the Issuer, threatened against no action or proceeding before any court, governmental agency or arbitrator to restrain or enjoin the issuance or delivery of the Bonds or the collection of any revenues pledged under the Indenture, (ii) in any way contesting or affecting the Issuer wherein an unfavorable decision, ruling or finding would adversely affect (i) authority for the transactions contemplated by, issuance of the Bonds or the validity or enforceability ofof any of the Bond Documents, the Bonds, the Indenture or this Agreement or (iiiii) in any way contesting the tax-exempt status existence or powers of interest on the BondsIssuer. (h) 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. (i) The Issuer has not assigned or pledged and will not assign or pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. The Bonds constitute the only bonds or other obligations of the Issuer in any manner payable from the revenues to be derived from this Agreement, and except for the Bonds, no bonds or other obligations have been or will be issued on the basis of this Agreement. (j) The Issuer is not in default under any of the provisions of the laws of the State, where any such default would affect the issuance, validity or enforceability of the Bonds or the transactions contemplated by this Agreement or the Indenture.