Common use of Representations of Authority Clause in Contracts

Representations of Authority. The Authority represents as follows:‌ (a) The Authority (1) is a political subdivision, body politic and corporate duly organized and existing by virtue of, and under the laws of the State of Illinois, (2) has full power and authority to enter into the transactions contemplated by this Agreement and by the Indenture and to carry out its obligations under this Agreement and the Indenture, including the issuance of the Bonds and (3) by proper corporate action has duly authorized the execution and delivery of this Agreement, the Bonds and the Indenture, as well as a Tax Exemption Certificate and Agreement among the Authority, the Trustee and the Company (the “Tax Agreement”). (b) Subject to the limitation on the Authority’s liability as provided in this Agreement and in the Indenture, the Authority has not knowingly engaged in, and will not knowingly engage in, any action which would impair the exclusion of interest paid on the Bonds from the federal gross income of the owners of the Bonds (other than while held by a “substantial user” or a “related person,” within the meaning of the Code (as defined in the Indenture), of the facilities financed by the Bonds. (c) Neither the execution and delivery by the Authority of this Agreement, the Indenture or the Tax Agreement nor the consummation by the Authority of the transactions contemplated by this Agreement, the Indenture or the Tax Agreement conflicts with, will result in a breach of or default under or will (except with respect to the lien of the Indenture on the Revenues (as defined in the Indenture) or the Mortgage Bonds) result in the imposition of any lien on any property of the Authority pursuant to the terms, conditions or provisions of any statute, order, rule, regulation, agreement or instrument to which the Authority is a party or by which it is bound. (d) This Agreement, the Tax Agreement and the Indenture have each been duly authorized, executed and delivered by the Authority and each constitutes the legal, valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms. (e) To the knowledge of the Authority, there is no litigation or proceeding pending or threatened against or affecting the Authority which would adversely affect the validity of this Agreement, the Indenture, the Tax Agreement or the Bonds or the ability of the Authority to comply with its obligations under this Agreement, the Indenture or the Bonds. (f) The Authority finds and determines that, based on representations of the Company, all requirements of the Act and the Environmental Act have been complied with and that the refunding of the financing of the Project through the issuance of the Bonds will further the public purposes of the Act and the Environmental Act. The Project constitutes and will constitute “environmental facilities” as that term is defined in the Environmental Act. (g) Neither the Executive Director of the Authority nor any of the members or officers, of the Authority have any interests in the Company and none of them are in violation of the Act or the Environmental Act with respect to the transactions contemplated by this Agreement. (h) Subject to the limitations on the Authority’s liability as provided in this Agreement and in the Indenture, so long as any of the Bonds remain outstanding and except as may be authorized by the Indenture, the Authority will not issue or sell any bonds or obligations, other than the Bonds, the principal of or premium, if any, or interest on which will be payable from payments made under this Agreement or amounts held under the Indenture. The Authority shall have the right to request an opinion of counsel at the Company’s expense with respect to its compliance with the preceding sentence.

Representations of Authority. The Authority represents as follows:‌ (a) The Authority (1) is a political subdivision, body politic and corporate duly organized and existing by virtue of, and under the laws of the State of Illinois, (2) has full power and authority to enter into the transactions contemplated by this Agreement and by the Indenture and to carry out its obligations under this Agreement and the Indenture, including the issuance of the Bonds and (3) by proper corporate action has duly authorized the execution and delivery of this Agreement, the Bonds and the Indenture, as well as a Tax Exemption Certificate and Agreement among the Authority, the Trustee and the Company (the “Tax Agreement”). (b) Subject to the limitation on the Authority’s liability as provided in this Agreement and in the Indenture, the Authority has not knowingly engaged innot, and will not knowingly engage into its knowledge, taken, authorized or permitted to be taken, any action which would impair the exclusion of interest paid on the Bonds from the federal gross income of the owners of the Bonds (other than while held by a “substantial user” or a “related person,” within the meaning of the Code (as defined in the Indenture), of the facilities financed by the Bonds. (c) Neither the execution and delivery by the Authority of this Agreement, the Indenture or the Tax Agreement nor the consummation by the Authority of the transactions contemplated by this Agreement, the Indenture or the Tax Agreement conflicts with, will result in a breach of or default under or will (except with respect to the lien of the Indenture on the Revenues (as defined in the Indenture) and funds held under the Indenture or the Mortgage Bonds) result in the imposition of any lien on any property of the Authority pursuant to the terms, conditions or provisions of any statute, order, rule, regulation, agreement or instrument to which the Authority is a party or by which it is bound. (d) This Agreement, the Tax Agreement and the Indenture have each been duly authorized, executed and delivered by the Authority and each constitutes the legal, valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms. (e) To the knowledge of the Authority, there is no litigation or proceeding pending or threatened against or affecting the Authority which would adversely affect the validity of this Agreement, the Indenture, the Tax Agreement or the Bonds or the ability of the Authority to comply with its obligations under this Agreement, the Indenture or the Bonds. (f) The Authority finds and determines that, based on representations of the Company, all requirements of the Act and the Environmental Act have been complied with and that the refunding of the financing of the Project through the issuance of the Bonds will further the public purposes of the Act and the Environmental Act. The Project constitutes and will constitute “environmental facilities” as that term is defined in the Environmental Act. (g) Neither the Executive Director of the Authority nor any of the members or officers, of the Authority have any interests in the Company and none of them are in violation of the Act or the Environmental Act with respect to the transactions contemplated by this Agreement. (h) Subject to the limitations on the Authority’s liability as provided in this Agreement and in the Indenture, so long as any of the Bonds remain outstanding and except as may be authorized by the Indenture, the Authority will not issue or sell any bonds or obligations, other than the Bonds, the principal of or premium, if any, or interest on which will be payable from payments made under this Agreement or amounts held under the Indenture. The Authority shall have the right to request an opinion of counsel at the Company’s expense with respect to its compliance with the preceding sentence.

Representations of Authority. The Authority represents as follows:‌ (a) The Authority (1) is a political subdivision, body politic and corporate duly organized and existing by virtue of, and under the laws of the State of Illinois, (2) has full power and authority to enter into the transactions contemplated by this Agreement and by the Indenture and to carry out its obligations under this Agreement and the Indenture, including the issuance of the Bonds and (3) by proper corporate action has duly authorized the execution and delivery of this Agreement, the Bonds and the Indenture, as well as a Tax Exemption Certificate and Agreement among the Authority, the Trustee and the Company (the “Tax Agreement”). (b) Subject to the limitation on the Authority’s liability as provided in this Agreement and in the Indenture, the Authority has not knowingly engaged in, and will not knowingly engage in, any action which would impair the exclusion of interest paid on the Bonds from the federal gross income of the owners of the Bonds (other than while held by a “substantial user” or a “related person,” within the meaning of the Code (as defined in the Indenture), of the facilities financed by the Bonds. (c) Neither the execution and delivery by the Authority of this Agreement, the Indenture or the Tax Agreement nor the consummation by the Authority of the transactions contemplated by this Agreement, the Indenture or the Tax Agreement conflicts with, will result in a breach of or default under or will (except with respect to the lien of the Indenture on the Revenues (as defined in the Indenture) or the Mortgage Bonds) result in the imposition of any lien on any property of the Authority pursuant to the terms, conditions or provisions of any statute, order, rule, regulation, agreement or instrument to which the Authority is a party or by which it is bound. (d) This Each of this Agreement, the Tax Agreement and the Indenture have each has been duly authorized, executed and delivered by the Authority and each constitutes the legal, valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms. (e) To the knowledge of the Authority, there is no litigation or proceeding pending or threatened against or affecting the Authority which would adversely affect the validity of this Agreement, the Indenture, the Tax Agreement or the Bonds or the ability of the Authority to comply with its obligations under this Agreement, the Indenture or the Bonds. (f) The Authority finds and determines that, based on representations of the Company, all requirements of the Act and the Environmental Act have been complied with and that the refunding of the financing of the Project through the issuance of the Bonds will further the public purposes of the Act and the Environmental Act. The Project constitutes and will constitute “environmental facilities” as that term is defined in the Environmental Act. (g) Neither the Executive Director of the Authority nor any of the members or officers, of the Authority have any interests in the Company and none of them are in violation of the Act or the Environmental Act with respect to the transactions contemplated by this Agreement. (h) Subject to the limitations on the Authority’s liability as provided in this Agreement and in the Indenture, so long as any of the Bonds remain outstanding and except as may be authorized by the Indenture, the Authority will not issue or sell any bonds or obligations, other than the Bonds, the principal of or premium, if any, or interest on which will be payable from payments made under this Agreement or amounts held under the Indenture. The Authority shall have the right to request an opinion of counsel at the Company’s expense with respect to its compliance with the preceding sentence.