REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as follows: (a) The Company is duly incorporated as a corporation that is a regulated public utility company organized under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the State. The Company is not in violation of any provision of its charter or its Bylaws. The Company has the power to enter into this Agreement and the Tax Certificate and has duly authorized the execution and delivery of this Agreement and the Tax Certificate by proper corporate action. (b) Neither the execution and delivery of this Agreement or the Tax Certificate, the consummation of the transactions contemplated hereby or thereby nor the fulfillment of or compliance with the terms and conditions of this Agreement or the Tax Certificate conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement. (c) There is no litigation or proceeding pending against the Company, or to the knowledge of the Company pending or threatened against the Company or any other person affecting in any manner whatsoever the right of the Company to execute this Agreement or the Tax Certificate or (except as disclosed in the Official Statement) affecting the ability of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained herein. (d) The Projects are of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were not less than $57,500,000. (e) The proceeds from the sale of the Bonds will be used only to refund the Prior Bonds.
Appears in 1 contract
Samples: Loan Agreement (Middlesex Water Co)
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is duly incorporated as a corporation that is a regulated public utility company duly organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the StateFlorida. The Company is not in violation of any provision of its charter or its Bylaws. The Company Articles of Incorporation, as amended, has the corporate power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without the prior written consent of the Issuer, the Bank and the Trustee.
(c) Neither the execution and delivery of this Agreement, the Mortgage, the Guaran- ty, the Remarketing Agreement, the Credit Agreement, the Tender Agent Agreement or the Tax CertificatePledge Agreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the CompanyCompany or any of its officers, wherein an unfavorable decision, ruling, or finding would materially adversely affect the transactions contemplated by this Agreement or which would adversely affect, in any way, the validity or enforceability of the Bonds, this Agreement, the Mortgage, the Guaranty, the Pledge Agreement, the Tender Agent Agreement, the Credit Agreement, the Remarketing Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the consummation of the transactions contemplated hereby.
(e) The Project, to the best of the knowledge of the Company pending or threatened against the Company or any other person affecting in any manner whatsoever the right of the Company to execute this Agreement or the Tax Certificate or (except as disclosed in the Official Statement) affecting the ability of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained herein.
(d) The Projects are Company, is of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,0003,500,000.
(ef) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(g) The Company will use due diligence to refund cause the Prior BondsProject to be operated in accordance with the laws, rulings, regulations and ordinances of the State and the depart- ments, agencies and political subdivisions thereof. The Company has obtained or caused to be obtained all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the renovation, expansion, rehabilitation, improving and equipping of the Project.
(h) The Company will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.
(i) The issuance of the Bonds by the Issuer and the lending of the proceeds thereof to the Company to enable the Company to renovate, expand, rehabilitate and equip the Project have induced the Company to locate the Project in the County which will directly result in an increase in employment opportunities in the County.
Appears in 1 contract
Samples: Loan Agreement (Heico Corp)
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is a limited liability company duly incorporated as a corporation that is a regulated public utility company organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the StateDelaware. The Company is not in violation of any provision of its charter or its Bylaws. The Company Articles of Organization, has the power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State of Louisiana.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without the prior written consent of the Credit Provider (during any Credit Facility Period) and the Trustee (during any Interest Period that is not a Credit Facility Period).
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the CompanyCompany or any of its officers, or nor to the best knowledge of the Company pending is there any basis therefor, wherein an unfavorable decision, ruling, or threatened against finding would materially adversely affect the Company or any other person affecting in any manner whatsoever the right of the Company to execute transactions contemplated by this Agreement or which would adversely affect, in any way, the Tax Certificate validity or (except as disclosed enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the Official Statement) affecting the ability consummation of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained hereintransactions contemplated hereby.
(de) The Projects are Project is of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,000100,000,000.
(ef) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(g) The Company will use due diligence to refund cause the Prior BondsProject to be operated in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or will obtain all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Project.
(h) The Company will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.
Appears in 1 contract
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is a limited liability company duly incorporated as a corporation that is a regulated public utility company organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the StateDelaware. The Company is not in violation of any provision of its charter or its Bylaws. The Company articles of organization, has the power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State of Louisiana.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without (i) the prior written consent of the Credit Provider (during any Credit Facility Period), the Administrative Agent (during any Bank Rate Period) or the Trustee (during any Interest Period that is not a Credit Facility Period or a Bank Rate Period) and (ii) an opinion of Bond Counsel to the effect that such action, in and of itself, will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes.
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the CompanyCompany or any of its officers, or nor to the best knowledge of the Company pending is there any basis therefor, wherein an unfavorable decision, ruling, or threatened against finding would materially adversely affect the Company or any other person affecting in any manner whatsoever the right of the Company to execute transactions contemplated by this Agreement or which would adversely affect, in any way, the Tax Certificate validity or (except as disclosed enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the Official Statement) affecting the ability consummation of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained hereintransactions contemplated hereby.
(de) The Projects are Project is of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,00090,000,000.
(ef) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(g) The Company will use due diligence to refund cause the Prior BondsProject to be operated in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or will obtain all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Project.
(h) The Company will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.
Appears in 1 contract
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is duly incorporated as (i) with respect to BI, a corporation that is duly organized and validly existing under the laws of the State, and (ii) with respect to each of IBA and IBC, a regulated public utility company partnership duly organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the StateDelaware. The Company is not in violation of any provision of its charter certificate of incorporations, by-laws or its Bylaws. The Company partnership agreement, as applicable, has the power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State of New Jersey.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without (i) the prior written consent of the Credit Provider (during any Credit Facility Period), the Administrative Agent (during any Bank Rate Period), the Trustee (during any Interest Period that is not a Credit Facility Period or a Bank Rate Period) and, unless otherwise permitted pursuant to Section 6.15 hereof, the Authority, and (ii) an opinion of Bond Counsel to the effect that such action, in and of itself, will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes.
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the CompanyCompany or any of its officers, or nor to the best knowledge of the Company pending is there any basis therefor, wherein an unfavorable decision, ruling, or threatened against finding would materially adversely affect the Company or any other person affecting in any manner whatsoever the right of the Company to execute transactions contemplated by this Agreement or which would adversely affect, in any way, the Tax Certificate validity or (except as disclosed enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the Official Statement) affecting the ability consummation of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained hereintransactions contemplated hereby.
(de) The Projects are Project is of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less greater than $57,500,00050,000,000.
(ef) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(g) The Company will use due diligence to refund cause the Project to be operated in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or will obtain all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Project.
(h) The Company will fully and faithfully perform all the duties and obligations which the Authority has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Authority which by its nature cannot be delegated or assigned.
(i) No written factual information heretofore or contemporaneously furnished, relating to the Company, the Project, the Prior Project or the Bond Documents, which has been supplied by or at the direction of the Company to the Trustee, the Authority or any purchaser of the Bonds, when taken as a whole, (i) is untrue, incorrect or incomplete in any material respect, (ii) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made or (iii) omits to state a material fact necessary to make the statements contained therein not misleading or incomplete in light of the circumstances under which they were made. All written factual information hereafter furnished by or on behalf of the Company, to the Trustee, the Authority or any Owner of any Bonds, when taken as a whole, will be true and accurate in every material respect on the date as of which such information is dated or certified and such information shall not be incomplete by omitting to state any material information necessary to make such information not misleading in light of the circumstances under which they were made. The Company acknowledges that the Trustee, the Authority and the purchasers of the Bonds are relying on such information. The Company understands that all such information has been relied upon as an inducement by the Authority to issue the Bonds.
(j) The Company has maintained all necessary approvals, licenses and permits from any and all governmental agencies requisite to operation of the Prior Project.
(k) The availability of the financial assistance from the Authority as provided for herein has been an important inducement to the Company to undertake the Project and to continue to operate the Prior Project in the State.
(l) The Company represents that it has complied in all material respects with the affirmative action and prevailing wage requirements of the Authority with respect to and that were in effect at the time of the initial construction of the Prior Project.
Appears in 1 contract
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as follows:
(a) The Company is duly incorporated as a corporation that is a regulated public utility company organized under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the State. The Company is not in violation of any provision of its charter or its Bylaws. The Company has the power to enter into this Agreement and the Tax Certificate and has duly authorized the execution and delivery of this Agreement and the Tax Certificate by proper corporate action.
(b) Neither the execution and delivery of this Agreement or the Tax Certificate, the consummation of the transactions contemplated hereby or thereby nor the fulfillment of or compliance with the terms and conditions of this Agreement or the Tax Certificate conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement.
(c) There is no litigation or proceeding pending against the Company, or to the knowledge of the Company pending or threatened against the Company or any other person affecting in any manner whatsoever the right of the Company to execute this Agreement or the Tax Certificate or (except as disclosed in the Official Statement) affecting the ability of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained herein.
(d) The Projects are of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were are not less than $57,500,00053,700,000.
(e) The proceeds from the sale of the Bonds will be used only to refund pay Costs of the Prior Projects and costs incident to the issuance of the Bonds.
Appears in 1 contract
Samples: Loan Agreement (Middlesex Water Co)
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is duly incorporated as a corporation that is a regulated public utility company duly organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the State. The Company is not in violation of any provision of its charter or its Bylaws. The Company Articles of Incorporation, as amended, has the corporate power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without the prior written consent of the Credit Provider (during any Credit Facility Period), the Trustee (during any Interest Period that is not a Credit Facility Period) if such consent is required under the Indenture, and, unless otherwise permitted pursuant to Section 6.15 hereof, the Issuer.
(c) Neither the execution and delivery of this Agreement or Agreement, the Tax CertificateRegulatory Agreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach breach, in any material respect, of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding pending against the Companyinvestigation, at law or in equity, before or by any court, public board or body, known to the knowledge of the Company be pending or threatened against or affecting the Company or any other person affecting of its officers, wherein an unfavorable decision, ruling, or finding would materially adversely affect the transactions contemplated by this Agreement, the Tax Regulatory Agreement or which would adversely affect, in any manner whatsoever way, the right validity or enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the consummation of the transactions contemplated hereby.
(e) No written factual information heretofore or contemporaneously furnished, relating to the Company, the Prior Project or the Bond Documents, which has been supplied by or at the direction of the Company to execute this Agreement the Trustee, the Issuer or the Tax Certificate or (except as disclosed in the Official Statement) affecting the ability any purchaser of the Company Bonds, when taken as a whole, (i) is untrue, incorrect or incomplete in any material respect, (ii) contains any untrue statement of a material fact or omits to state a material fact necessary to make the payments required hereunder statements therein not misleading in light of the circumstances under which they were made or thereunder (iii) omits to state a material fact necessary to make the statements contained therein not misleading or incomplete in light of the circumstances under which they were made. All written factual information hereafter furnished by or on behalf of the Company, to otherwise comply with their respective obligations contained hereinthe Trustee, the Issuer or any Owner of any Bonds, when taken as a whole, will be true and accurate in every material respect on the date as of which such information is dated or certified and such information shall not be incomplete by omitting to state any material information necessary to make such information not misleading in light of the circumstances under which they were made. The Company acknowledges that the Trustee, the Issuer and the purchasers of the Bonds are relying on such information. The Company understands that all such information has been relied upon as an inducement by the Issuer to issue the Bonds.
(d) The Projects are of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were not less than $57,500,000.
(ef) The proceeds from the sale of the Bonds will be used only to refund for refinancing the Refunded Bonds which financed “costs” (within the meaning of Section 159.27(2), Florida Statutes) of the Prior Project.
(g) The Prior Project is a “distribution facility” within the meaning of Part II of Chapter 159 and a "project" within the meaning of the Act. The Company intends to operate the Prior Project or cause the Prior Project to be operated as a “distribution facility” and an authorized "project" under the Act during the Term of this Agreement.
(h) The Company will use due diligence to cause the Prior Project to be operated, in all material respects, in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or caused to be obtained all requisite approvals of the State and of other federal, state, regional and local governmental bodies that are required to own and operate the Prior Project.
(i) The Company will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.
(j) The Company has maintained all necessary approvals, licenses and permits from any and all governmental agencies requisite to operate the Prior Project under the laws, rulings, regulations and ordinances of the State of Florida and the departments, agencies and political subdivisions thereof.
(k) As of the date of execution and delivery of this Agreement, there exists no Default on the part of the Company or any condition or event which would constitute, or with the passage of time or the giving of notice, or both, would constitute a Default on the part of the Company hereunder.
(l) The average maturity of the Bonds does not exceed one hundred twenty percent (120%) of the average reasonably expected economic life of the assets being financed with the proceeds of the Bonds, with the average reasonably expected economic life of each asset being measured from the later of the date of issuance of the Bonds or the date such asset is reasonably expected to be placed in service and by taking into account the respective cost of each asset being financed. The information furnished by the Company and used by the Issuer to verify the average reasonably expected economic life of each asset of the Prior Project to be financed with the proceeds of the Bonds is true, accurate and complete in all material respects.
(i) The payment of principal or interest with respect to the Bonds will not be guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof); (ii) less than five percent (5%) of the proceeds of the Bonds will be (A) used in making loans the payment of principal and interest with respect to which are to be guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof), or (B) invested (directly or indirectly) in federally insured deposits or accounts as defined in Section 149(b) of the Code; and (iii) the payment of principal or interest on the Bonds will not otherwise be indirectly guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof). The foregoing provisions of this subsection shall not apply to proceeds of the Bonds being (u) invested for an initial temporary period until such proceeds are needed for the purpose for which such issue was issued; (v) held in a bona fide debt service fund; (w) held in a debt service reserve fund that meets the requirements of Section 148(d) of the Code with respect to reasonably required reserve or replacement funds; (x) invested in obligations issued by the United States Treasury; or (y) held in a refunding escrow (i.e., a fund containing proceeds of a refunding bond issue established to provide for the payment of principal or interest on one or more prior bond issues); or (z) invested in other investments permitted under regulations promulgated pursuant to Section 149(b)(3)(B) of the Code.
(n) Each of the Bond Documents and the other documents contemplated thereby to which the Company is a party (assuming due authorization, execution and delivery by the other parties thereto) constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(o) The Company agrees that neither it nor any related party to the Company (as defined in Treas. Reg. § 1.150-1(b)) will purchase any of the Bonds in an amount related to the obligation represented by this Agreement, as described in Section 1.148-1(b) of the Code.
(p) Based on current facts, estimates and circumstances, the Company currently expects (i) the Company will not use or invest the proceeds of the Bonds in a manner that will violate the provisions of Section 149(d)(3) or (4) of the Code; and (ii) the Company will comply with the information reporting requirements of Section 149(3)(2) of the Code.
(q) No other governmental obligations shall be sold within fifteen (15) days of the Bonds pursuant to the same plan of financing as the Bonds that are reasonably expected to be paid from the same source of funds as the Bonds.
Appears in 1 contract
Samples: Loan Agreement (Agl Resources Inc)
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is a limited liability company duly incorporated as a corporation that is a regulated public utility company organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the StateDelaware. The Company is not in violation of any provision of its charter or its Bylaws. The Company Articles of Organization, has the power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State of Louisiana.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without the prior written consent of the Credit Provider (during any Credit Facility Period) and the Trustee (during any Interest Period that is not a Credit Facility Period).
(c) Neither the execution and delivery of this Agreement, the Remarketing Agreement or the Tax CertificateCredit Agreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the CompanyCompany or any of its officers, or nor to the best knowledge of the Company pending is there any basis therefor, wherein an unfavorable decision, ruling, or threatened against finding would materially adversely affect the Company or any other person affecting in any manner whatsoever the right of the Company to execute transactions contemplated by this Agreement or which would adversely affect, in any way, the Tax Certificate validity or (except as disclosed enforceability of the Bonds, this Agreement, the Credit Agreement, the Remarketing Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the Official Statement) affecting the ability consummation of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained hereintransactions contemplated hereby.
(de) The Projects are Project is of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,00085,000,000.
(ef) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(g) The Company will use due diligence to refund cause the Prior BondsProject to be operated in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or will obtain all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Project.
(h) The Company will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.
(i) The Company does not “control” the Credit Provider, either directly or indirectly through one or more controlled companies, within the meaning of Section 2(a)(9) of the Investment Company Act of 1940.
(j) The Company does not “control” the Confirming Bank (if any), either directly or indirectly through one or more controlled companies, within the meaning of Section 2(a)(9) of the Investment Company Act of 1940.
Appears in 1 contract
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is a general partnership duly incorporated as a corporation that is a regulated public utility company organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the StateDelaware. The Company is not in violation of any provision of its charter or its Bylaws. The Company Articles of Partnership, as amended, has the power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without (i) the prior written consent of the Credit Provider (during any Credit Facility Period), the Administrative Agent (during any Bank Rate Period) or the Trustee (during any Interest Period that is not a Credit Facility Period or a Bank Rate Period) and (ii) an opinion of Bond Counsel to the effect that such action, in and of itself, will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes.
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the CompanyCompany or any of its officers, or nor to the best knowledge of the Company pending is there any basis therefor, wherein an unfavorable decision, ruling, or threatened against finding would materially adversely affect the Company or any other person affecting in any manner whatsoever the right of the Company to execute transactions contemplated by this Agreement or which would adversely affect, in any way, the Tax Certificate validity or (except as disclosed enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the Official Statement) affecting the ability consummation of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained hereintransactions contemplated hereby.
(de) The Projects are Project is of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,000165,000,000.
(ef) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(g) The Company will use due diligence to refund cause the Prior BondsProject to be operated in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or will obtain all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Project.
(h) The Company will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.
(i) The issuance of the Bonds by the Issuer to finance the acquisition, construction and installation of the Project has induced the Company to locate the Project in the Parish of Ascension, Louisiana which will directly result in an increase in employment opportunities in such Parish.
Appears in 1 contract
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is a limited liability company duly incorporated as a corporation that is a regulated public utility company organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the StateDelaware. The Company is not in violation of any provision of its charter or its Bylaws. The Company Articles of Organization, has the power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State of Louisiana.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without the prior written consent of the Credit Provider (during any Credit Facility Period) and the Trustee (during any Interest Period that is not a Credit Facility Period).
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the CompanyCompany or any of its officers, or nor to the best knowledge of the Company pending is there any basis therefor, wherein an unfavorable decision, ruling, or threatened against finding would materially adversely affect the Company or any other person affecting in any manner whatsoever the right of the Company to execute transactions contemplated by this Agreement or which would adversely affect, in any way, the Tax Certificate validity or (except as disclosed enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the Official Statement) affecting the ability consummation of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained hereintransactions contemplated hereby.
(de) The Projects are Project is of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,00090,000,000.
(ef) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(g) The Company will use due diligence to refund cause the Prior BondsProject to be operated in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or will obtain all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Project.
(h) The Company will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.
Appears in 1 contract
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is duly incorporated as a corporation that is a regulated public utility company duly organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the State. The Company is not in violation of any provision of its charter or its Bylaws. The Company Articles of Incorporation, as amended, has the corporate power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without the prior written consent of the Credit Provider (during any Credit Facility Period), the Trustee (during any Interest Period that is not a Credit Facility Period) if such consent is required under the Indenture, and, unless otherwise permitted pursuant to Section 6.15 hereof, the Authority.
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach breach, in any material respect, of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding pending against the Companyinvestigation, at law or in equity, before or by any court, public board or body, known to the knowledge of the Company be pending or threatened against or affecting the Company or any other person affecting of its officers, wherein an unfavorable decision, ruling, or finding would materially adversely affect the transactions contemplated by this Agreement or which would adversely affect, in any manner whatsoever way, the right validity or enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the consummation of the transactions contemplated hereby.
(e) No written factual information heretofore or contemporaneously furnished, relating to the Company, the Project or the Bond Documents, which has been supplied by or at the direction of the Company to execute this Agreement the Trustee, the Authority or the Tax Certificate or (except as disclosed in the Official Statement) affecting the ability any purchaser of the Company Bonds, when taken as a whole, (i) is untrue, incorrect or incomplete in any material respect, (ii) contains any untrue statement of a material fact or omits to state a material fact necessary to make the payments required hereunder statements therein not misleading in light of the circumstances under which they were made or thereunder (iii) omits to state a material fact necessary to make the statements contained therein not misleading or incomplete in light of the circumstances under which they were made. All written factual information hereafter furnished by or on behalf of the Company, to otherwise comply with their respective obligations contained hereinthe Trustee, the Authority or any Owner of any Bonds, when taken as a whole, will be true and accurate in every material respect on the date as of which such information is dated or certified and such information shall not be incomplete by omitting to state any material information necessary to make such information not misleading in light of the circumstances under which they were made. The Company acknowledges that the Trustee, the Authority and the purchasers of the Bonds are relying on such information. The Company understands that all such information has been relied upon as an inducement by the Authority to issue the Bonds.
(df) The Projects are of the type Project is a “project” as authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,00039,000,000. The financing of the Project, as provided under this Agreement, and the use thereof, will preserve employment opportunities in the Counties of Middlesex and Union in the State.
(eg) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(h) The Company will use due diligence to refund cause the Prior BondsProject to be operated, in all material respects, in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or caused to be obtained all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Project.
(i) The Company will fully and faithfully perform all the duties and obligations which the Authority has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Authority which by its nature cannot be delegated or assigned.
(j) The Company has maintained all necessary approvals, licenses and permits from any and all governmental agencies requisite to operation of the Project.
(k) The availability of the financial assistance from the Authority as provided for herein has been an important inducement to the Company to undertake the Project and to continue to operate the Project in the State.
(l) The Company represents that it has complied in all material respects with the affirmative action and prevailing wage requirements of the Authority with respect to and that were in effect at the time of the initial construction of the Project.
Appears in 1 contract
Samples: Loan Agreement (Agl Resources Inc)
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is a partnership duly incorporated as a corporation that is a regulated public utility company organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the StateDelaware. The Company is not in violation of any provision of its charter or its Bylaws. The Company partnership agreement, has the power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State of Louisiana.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without (i) the prior written consent of the Credit Provider (during any Credit Facility Period), the Administrative Agent (during any Bank Rate Period) or the Trustee (during any Interest Period that is not a Credit Facility Period or a Bank Rate Period) and (ii) an opinion of Bond Counsel to the effect that such action, in and of itself, will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes.
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the CompanyCompany or any of its officers, or nor to the best knowledge of the Company pending is there any basis therefor, wherein an unfavorable decision, ruling, or threatened against finding would materially adversely affect the Company or any other person affecting in any manner whatsoever the right of the Company to execute transactions contemplated by this Agreement or which would adversely affect, in any way, the Tax Certificate validity or (except as disclosed enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the Official Statement) affecting the ability consummation of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained hereintransactions contemplated hereby.
(de) The Projects are Project is of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,00050,000,000.
(ef) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(g) The Company will use due diligence to refund cause the Prior BondsProject to be operated in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or will obtain all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Project.
(h) The Company will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.
Appears in 1 contract
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is duly incorporated as a corporation that is a regulated public utility company duly organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the State. The Company is not in violation of any provision of its charter or its Bylaws. The Company Articles of Incorporation, as amended, has the corporate power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without the prior written consent of the Credit Provider (during any Credit Facility Period), the Trustee (during any Interest Period that is not a Credit Facility Period) if such consent is required under the Indenture, and, unless otherwise permitted pursuant to Section 6.15 hereof, the Authority.
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach breach, in any material respect, of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding pending against the Companyinvestigation, at law or in equity, before or by any court, public board or body, known to the knowledge of the Company be pending or threatened against or affecting the Company or any other person affecting of its officers, wherein an unfavorable decision, ruling, or finding would materially adversely affect the transactions contemplated by this Agreement or which would adversely affect, in any manner whatsoever way, the right validity or enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the consummation of the transactions contemplated hereby.
(e) No written factual information heretofore or contemporaneously furnished, relating to the Company, the Project, the Prior Project or the Bond Documents, which has been supplied by or at the direction of the Company to execute this Agreement the Trustee, the Authority or the Tax Certificate or (except as disclosed in the Official Statement) affecting the ability any purchaser of the Company Bonds, when taken as a whole, (i) is untrue, incorrect or incomplete in any material respect, (ii) contains any untrue statement of a material fact or omits to state a material fact necessary to make the payments required hereunder statements therein not misleading in light of the circumstances under which they were made or thereunder (iii) omits to state a material fact necessary to make the statements contained therein not misleading or incomplete in light of the circumstances under which they were made. All written factual information hereafter furnished by or on behalf of the Company, to otherwise comply with their respective obligations contained hereinthe Trustee, the Authority or any Owner of any Bonds, when taken as a whole, will be true and accurate in every material respect on the date as of which such information is dated or certified and such information shall not be incomplete by omitting to state any material information necessary to make such information not misleading in light of the circumstances under which they were made. The Company acknowledges that the Trustee, the Authority and the purchasers of the Bonds are relying on such information. The Company understands that all such information has been relied upon as an inducement by the Authority to issue the Bonds.
(df) The Projects are of the type Prior Project is a “project” as authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,00046,500,000. The financing of the Project and the refinancing of the Prior Project, as provided under this Agreement, and the use thereof, will preserve employment opportunities in the Counties of Middlesex and Union in the State.
(eg) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(h) The Company will use due diligence to refund cause the Prior BondsProject to be operated, in all material respects, in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or caused to be obtained all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Prior Project.
(i) The Company will fully and faithfully perform all the duties and obligations which the Authority has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Authority which by its nature cannot be delegated or assigned.
(j) The Company has maintained all necessary approvals, licenses and permits from any and all governmental agencies requisite to operation of the Prior Project.
(k) The availability of the financial assistance from the Authority as provided for herein has been an important inducement to the Company to undertake the Project and to continue to operate the Prior Project in the State.
(l) The Company represents that it has complied in all material respects with the affirmative action and prevailing wage requirements of the Authority with respect to and that were in effect at the time of the initial construction of the Prior Project.
Appears in 1 contract
Samples: Loan Agreement (Agl Resources Inc)
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is duly incorporated as a corporation that is a regulated public utility company duly organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the State. The Company is not in violation of any provision of its charter or its Bylaws. The Company Articles of Incorporation, as amended, has the corporate power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without the prior written consent of the Credit Provider (during any Credit Facility Period), the Trustee (during any Interest Period that is not a Credit Facility Period) if such consent is required under the Indenture, and, unless otherwise permitted pursuant to Section 6.15 hereof, the Authority.
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach breach, in any material respect, of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding pending against the Companyinvestigation, at law or in equity, before or by any court, public board or body, known to the knowledge of the Company be pending or threatened against or affecting the Company or any other person affecting of its officers, wherein an unfavorable decision, ruling, or finding would materially adversely affect the transactions contemplated by this Agreement or which would adversely affect, in any manner whatsoever way, the right validity or enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the consummation of the transactions contemplated hereby.
(e) No written factual information heretofore or contemporaneously furnished, relating to the Company, the Project, the Prior Project or the Bond Documents, which has been supplied by or at the direction of the Company to execute this Agreement the Trustee, the Authority or the Tax Certificate or (except as disclosed in the Official Statement) affecting the ability any purchaser of the Company Bonds, when taken as a whole, (i) is untrue, incorrect or incomplete in any material respect, (ii) contains any untrue statement of a material fact or omits to state a material fact necessary to make the payments required hereunder statements therein not misleading in light of the circumstances under which they were made or thereunder (iii) omits to state a material fact necessary to make the statements contained therein not misleading or incomplete in light of the circumstances under which they were made. All written factual information hereafter furnished by or on behalf of the Company, to otherwise comply with their respective obligations contained hereinthe Trustee, the Authority or any Owner of any Bonds, when taken as a whole, will be true and accurate in every material respect on the date as of which such information is dated or certified and such information shall not be incomplete by omitting to state any material information necessary to make such information not misleading in light of the circumstances under which they were made. The Company acknowledges that the Trustee, the Authority and the purchasers of the Bonds are relying on such information. The Company understands that all such information has been relied upon as an inducement by the Authority to issue the Bonds.
(df) The Projects are of the type Prior Project is a “project” as authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,00040,000,000. The financing of the Project and the refinancing of the Prior Project, as provided under this Agreement, and the use thereof, will preserve employment opportunities in the Counties of Middlesex and Union in the State.
(eg) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(h) The Company will use due diligence to refund cause the Prior BondsProject to be operated, in all material respects, in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or caused to be obtained all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Prior Project.
(i) The Company will fully and faithfully perform all the duties and obligations which the Authority has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Authority which by its nature cannot be delegated or assigned.
(j) The Company has maintained all necessary approvals, licenses and permits from any and all governmental agencies requisite to operation of the Prior Project.
(k) The availability of the financial assistance from the Authority as provided for herein has been an important inducement to the Company to undertake the Project and to continue to operate the Prior Project in the State.
(l) The Company represents that it has complied in all material respects with the affirmative action and prevailing wage requirements of the Authority with respect to and that were in effect at the time of the initial construction of the Prior Project.
Appears in 1 contract
Samples: Loan Agreement (Agl Resources Inc)
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is a limited liability company duly incorporated as a corporation that is a regulated public utility company organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the StateDelaware. The Company is not in violation of any provision of its charter or its Bylaws. The Company Articles of Incorporation, has the power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State of Louisiana.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without (i) the prior written consent of the Credit Provider (during any Credit Facility Period), the Administrative Agent (during any Bank Rate Period) or the Trustee (during any Interest Period that is not a Credit Facility Period or a Bank Rate Period) and (ii) an opinion of Bond Counsel to the effect that such action, in and of itself, will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes.
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the CompanyCompany or any of its officers, or nor to the best knowledge of the Company pending is there any basis therefor, wherein an unfavorable decision, ruling, or threatened against finding would materially adversely affect the Company or any other person affecting in any manner whatsoever the right of the Company to execute transactions contemplated by this Agreement or which would adversely affect, in any way, the Tax Certificate validity or (except as disclosed enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the Official Statement) affecting the ability consummation of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained hereintransactions contemplated hereby.
(de) The Projects are Project is of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,00085,000,000.
(ef) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(g) The Company will use due diligence to refund cause the Prior BondsProject to be operated in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or will obtain all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Project.
(h) The Company will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.
Appears in 1 contract
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is duly incorporated as a corporation that is a regulated public utility company duly organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the State. The Company is not in violation of any provision of its charter or its Bylaws. The Company Articles of Incorporation, as amended, has the corporate power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without the prior written consent of the Credit Provider (during any Credit Facility Period), the Trustee (during any Interest Period that is not a Credit Facility Period) if such consent is required under the Indenture, and, unless otherwise permitted pursuant to Section 6.15 hereof, the Authority.
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach breach, in any material respect, of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding pending against the Companyinvestigation, at law or in equity, before or by any court, public board or body, known to the knowledge of the Company be pending or threatened against or affecting the Company or any other person affecting of its officers, wherein an unfavorable decision, ruling, or finding would materially adversely affect the transactions contemplated by this Agreement or which would adversely affect, in any manner whatsoever way, the right validity or enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the consummation of the transactions contemplated hereby.
(e) No written factual information heretofore or contemporaneously furnished, relating to the Company, the Project, the Prior Project or the Bond Documents, which has been supplied by or at the direction of the Company to execute this Agreement the Trustee, the Authority or the Tax Certificate or (except as disclosed in the Official Statement) affecting the ability any purchaser of the Company Bonds, when taken as a whole, (i) is untrue, incorrect or incomplete in any material respect, (ii) contains any untrue statement of a material fact or omits to state a material fact necessary to make the payments required hereunder statements therein not misleading in light of the circumstances under which they were made or thereunder (iii) omits to state a material fact necessary to make the statements contained therein not misleading or incomplete in light of the circumstances under which they were made. All written factual information hereafter furnished by or on behalf of the Company, to otherwise comply with their respective obligations contained hereinthe Trustee, the Authority or any Owner of any Bonds, when taken as a whole, will be true and accurate in every material respect on the date as of which such information is dated or certified and such information shall not be incomplete by omitting to state any material information necessary to make such information not misleading in light of the circumstances under which they were made. The Company acknowledges that the Trustee, the Authority and the purchasers of the Bonds are relying on such information. The Company understands that all such information has been relied upon as an inducement by the Authority to issue the Bonds.
(df) The Projects are of the type Prior Project is a “project” as authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,00054,600,000. The financing of the Project and the refinancing of the Prior Project, as provided under this Agreement, and the use thereof, will preserve employment opportunities in the Counties of Middlesex and Union in the State.
(eg) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(h) The Company will use due diligence to refund cause the Prior BondsProject to be operated, in all material respects, in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or caused to be obtained all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Prior Project.
(i) The Company will fully and faithfully perform all the duties and obligations which the Authority has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Authority which by its nature cannot be delegated or assigned.
(j) The Company has maintained all necessary approvals, licenses and permits from any and all governmental agencies requisite to operation of the Prior Project.
(k) The availability of the financial assistance from the Authority as provided for herein has been an important inducement to the Company to undertake the Project and to continue to operate the Prior Project in the State.
(l) The Company represents that it has complied in all material respects with the affirmative action and prevailing wage requirements of the Authority with respect to and that were in effect at the time of the initial construction of the Prior Project.
Appears in 1 contract
Samples: Loan Agreement (Agl Resources Inc)
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY. The Company represents, covenants and warrants as followsthat:
(a) The Company is a limited liability company duly incorporated as a corporation that is a regulated public utility company organized and validly existing under the laws of the State of New Jersey. The Company is in good standing under the laws of its jurisdiction of incorporation and is qualified to do business in the StateDelaware. The Company is not in violation of any provision of its charter or its Bylaws. The Company articles of organization, has the power to enter into this Agreement and the Tax Certificate Agreement, and has duly authorized the execution and delivery of this Agreement Agreement, and is qualified to do business and is in good standing under the Tax Certificate by proper corporate actionlaws of the State of Louisiana.
(b) The Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it, without (i) the prior written consent of the Credit Provider (during any Credit Facility Period), the Administrative Agent (during any Bank Rate Period) or the Trustee (during any Interest Period that is not a Credit Facility Period or a Bank Rate Period) and (ii) an opinion of Bond Counsel to the effect that such action, in and of itself, will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes.
(c) Neither the execution and delivery of this Agreement or the Tax CertificateAgreement, nor the consummation of the transactions contemplated hereby or thereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement hereof or the Tax Certificate thereof conflicts with or results in a breach of the terms, conditions conditions, or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which it the Company is bound, or constitutes a default under any of the foregoing, or (except as provided in the Mortgage Indenture) results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.
(cd) There is no litigation action, suit, proceeding, inquiry or proceeding investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the CompanyCompany or any of its officers, or nor to the best knowledge of the Company pending is there any basis therefor, wherein an unfavorable decision, ruling, or threatened against finding would materially adversely affect the Company or any other person affecting in any manner whatsoever the right of the Company to execute transactions contemplated by this Agreement or which would adversely affect, in any way, the Tax Certificate validity or (except as disclosed enforceability of the Bonds, this Agreement, or any agreement or instrument to which the Company is a party, used or contemplated for use in the Official Statement) affecting the ability consummation of the Company to make the payments required hereunder or thereunder or to otherwise comply with their respective obligations contained hereintransactions contemplated hereby.
(de) The Projects are Project is of the type authorized and permitted by the Act, they have been completed, and their Costs of Construction (as defined by the Prior Indentures) were its estimated Cost is not less than $57,500,000100,000,000.
(ef) The proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.
(g) The Company will use due diligence to refund cause the Prior BondsProject to be operated in accordance with the laws, rulings, regulations and ordinances of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or will obtain all requisite approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving and equipping of the Project.
(h) The Company will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed in the Indenture to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.
Appears in 1 contract
