Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on its part herein contained:
(a) The Issuer is a public corporation duly organized and validly existing under the Constitution and laws of the State. The Issuer has the power, pursuant to the provisions of the Act, to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action of the Issuer, the Issuer has been duly authorized to execute and deliver this Agreement and the Indenture.
(b) To finance a portion of the Cost of the Project, the Issuer will issue its Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture.
(c) The Bonds are to be issued under and secured by the Indenture, pursuant to which certain of the Issuer’s interests in this Agreement will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds.
(d) The Issuer has not and will not pledge or otherwise transfer its interest in this Agreement other than to the Trustee to secure the Bonds.
(e) The Issuer, to its knowledge, is not in default under any of the provisions of the laws of the State which default would affect its existence or its powers referred to in subsection (a) of this Section 2.1.
(f) The issuance of the Bonds for the purpose of financing Cost of the Project will further the public purposes of the Act.
(g) The Company qualifies as an eligible company within the meaning of the Act.
(h) All requirements of the Act have been complied with in connection with the issuance and sale of the Bonds and the execution of this Agreement and the Indenture.
(i) No official or officer of the Issuer has any interest, financial, employment or otherwise, in the Company or in the transactions contemplated hereby, prohibited by any statute or rule of law of the State.
Representations of the Issuer. (a) The Issuer has authorized or, prior to the delivery of the Bonds, will duly authorize all necessary action to be taken by it for: (1) the sale of the Bonds upon the terms set forth herein and in the Official Statement; (2) the approval of the Official Statement and the signing of the Official Statement by a duly authorized officer; and (3) the execution, delivery and receipt of this Bond Purchase Agreement, the Disclosure Certificate, and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Bonds, the Official Statement, and the Bond Ordinance;
(b) Except for the information which is permitted to be omitted from the Preliminary Official Statement pursuant to Section (b)(1) of the Rule, the information in the Official Statement (excluding therefrom the information under the captions "THE BONDS – Book- Entry-Only System", "TAX MATTERS", "MUNICIPAL ADVISOR", "UNDERWRITING" and "APPENDIX E - FORM OF LEGAL OPINION, as to which no representations or warranties are made) is and, as of the Closing Date, will be correct in all material respects and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in such Official Statement; in light of the circumstances under which they were made, not misleading;
(c) Except as is specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the Issuer or the Governing Authority or to the best knowledge of the Issuer threatened against or affecting the Issuer or the Governing Authority (or, to the knowledge of the Issuer, any basis therefor) contesting the due organization and valid existence of the Issuer or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Official Statement or the validity or due adoption of the Bond Ordinance or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Disclosure Certificate, or any agreement or instrument to which the Issuer is a party and which is used o...
Representations of the Issuer. The Issuer makes the following representations as the basis for the undertakings on the part of the Company herein contained:
(a) The Issuer is a special district and public body corporate and politic in Pinellas County, Florida;
(b) The Issuer has full power and authority under the State Constitution and the Act to engage in the transaction contemplated by this Agreement and the Indenture and to carry out its obligations hereunder and thereunder;
(c) The Issuer is not in default under any provision of federal or state law which would impair its ability to perform under this Agreement or any other Financing Document;
(d) The Issuer has been duly authorized to execute and deliver this Agreement and the other Financing Documents to which it is a party and by proper official action has duly authorized the execution and delivery of this Agreement and the other Financing Documents to which it is a party;
(e) The financing of the construction and equipping of the Project by the Company, as provided by this Agreement, will further the purposes of the Act, to-wit: the promotion of the economic development of the State of Florida, the increase of opportunities for gainful employment, and the improvement generally of the prosperity and welfare of the State and its inhabitants;
(f) The Issuer's interest in this Agreement, except for the indemnity and certain other similar rights provided herein, and including, but not limited to, all payments required hereunder, payments to be received pursuant to the Note and the performance of this Agreement are by the indenture pledged and assigned to the Trustee to secure the payment of the principal of, premiums, if any, and interest on the Bonds and such pledge and assignment has not previously been pledged or accepted by the Issuer;
(g) Notwithstanding anything herein contained to the contrary, any obligation the Issuer may hereby incur for the payment of money shall not constitute an indebtedness of the State or of any political subdivision thereof, or the Issuer, within the meaning of any state constitutional provision or statutory limitation and shall not give rise to a pecuniary liability of the State or a political subdivision thereof, or the Issuer, or constitute a charge against the general credit or taxing power of said State or
Representations of the Issuer. The Issuer represents as follows:
(a) The Issuer is a joint exercise of powers authority duly organized and validly existing under the laws of the State of California.
(b) The Issuer has full legal right, power and authority (i) to enter into the Basic Documents; (ii) to sell, issue and deliver the Bonds to the Underwriter as provided herein; and (iii) to carry out and consummate the transactions on its part contemplated by the Basic Documents.
(c) By all necessary official action, the Issuer has duly authorized and approved the Basic Documents, has duly authorized and approved the Preliminary Official Statement and the Official Statement, has duly authorized and approved the execution and delivery of, and the performance by the Issuer of the obligations in connection with the issuance of the Bonds on its part contained in the Bonds and the Basic Documents and the consummation by it of all other transactions on its part contemplated by the Basic Documents.
(d) The Issuer is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any material loan agreement, indenture, bond, note, resolution, agreement (including, without limitation, the Indenture) or other instrument to which the Issuer is a party which breach or default has or may have a material and adverse effect on the ability of the Issuer to perform its obligations under the Basic Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the execution and delivery of the Bonds, the execution and delivery of the Basic Documents, and compliance with the provisions on the Issuer’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer or under the terms of any such law, reg...
Representations of the Issuer. The Issuer represents and warrants to the Lender on the date hereof that:
(a) the Issuer is a company duly authorised under the laws of England;
(b) the Issuer has full power and authority to deliver and perform this Agreement, and has taken all necessary action to authorise the execution, delivery and performance by it of this Agreement; and
(c) this Agreement has been duly executed and delivered by the Issuer and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms subject to bankruptcy, insolvency, reorganisation, receivership and other laws relating to, or affecting generally, the enforcement of creditors' rights and remedies as the same may be applied in the event of the bankruptcy, insolvency, reorganisation, receivership or liquidation or a similar event of the Issuer or a moratorium applicable to the Issuer and to general principles of equity.
Representations of the Issuer. The Issuer makes each of the representations and warranties set out in Schedule 3 (Representations and Warranties) of this Deed on the days and at the times stipulated therein.
Representations of the Issuer. The Issuer represents and warrants to the Subscriber that as of the date of the closing of this Offering (the “Closing Date”):
4.1. The Issuer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. The Issuer is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Issuer or its business
4.2. The execution, delivery and performance of this Agreement, the Limited Partnership Agreement and any other agreements or instruments required hereunder, by the Issuer have been duly authorized by the Issuer and all other corporate action required to authorize and consummate the offer and sale of the Units has been duly taken and approved. This Agreement is valid, binding and enforceable against the Issuer in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws or by legal or equitable principles relating to or limiting creditors’ rights generally, the availability of equity remedies, or public policy as to the enforcement of certain provisions, such as indemnification provisions.
4.3. The Issuer knows of no pending or threatened legal or governmental proceedings to which the Issuer is a party which would materially adversely affect the business, financial condition or operations of the Issuer.
Representations of the Issuer. The Issuer represents that: (a) it is a body corporate and politic duly organized and validly existing under the laws of the State; (b) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the Bonds and the execution and delivery of this Agreement and the Indenture; (c) it is not in violation of or in conflict with any provisions of the laws of the State which would impair its ability to carry out its obligations contained in this Agreement or the Indenture; (d) it is empowered to enter into the transactions contemplated by this Agreement and the Indenture; (e) it has duly authorized the execution, delivery and performance of this Agreement and the Indenture; (f) it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement and the Indenture by any successor municipal corporation; and (g) following reasonable notice, a public hearing was held on August 20, 2002 with respect to the issuance of the Bonds as required by Section 147(f) of the Code.
Representations of the Issuer. The Issuer makes the following representations as the basis for its undertakings herein contained:
(a) it is a body politic and corporate and a public instrumentality of The Commonwealth of Massachusetts, established under Chapter 23G of the Massachusetts General Laws, with the power under and pursuant to the Act to execute and deliver this Agreement and the Indenture and to perform its obligations hereunder and thereunder, and to issue and sell the Bonds pursuant to the Indenture;
(b) it has taken all necessary action and has complied with all provisions of the Constitution of The Commonwealth of Massachusetts and the Act required to make this Agreement, the Indenture and the Bonds the valid obligations of the Issuer which they purport to be; and, when executed and delivered by the parties hereto, each of this Agreement and the Indenture will constitute a valid and binding agreement of the Issuer enforceable in accordance with its terms, except as enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles and to applicable bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors heretofore or hereafter enacted to the extent that the same may be constitutionally applied;
(c) when delivered to and paid for by the initial purchasers in accordance with the terms of the Indenture, the Bonds will constitute valid and binding special obligations of the Issuer enforceable in accordance with their terms, except as enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles and to applicable bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors heretofore or hereafter enacted to the extent that the same may be constitutionally applied, and will be entitled to the benefits of the Indenture; and
(d) the Issuer makes no other representations or warranties, either express or implied, of any nature or kind, including, without limitation, a representation or warranty that interest on the Bonds is or will continue to be exempt from federal or state income taxation.
Representations of the Issuer. The Issuer represents that: (a) it is a body politic and corporate duly organized and validly existing under the laws of the State; (b) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the Bonds and the execution and delivery of this Agreement and the Indenture; (c) it is not in violation of or in conflict with any provisions of the laws of the State which would impair its ability to carry out its obligations contained in this Agreement or the Indenture; (d) it is empowered to enter into the transactions contemplated by this Agreement and the Indenture; (e) it has duly authorized the execution, delivery and performance of this Agreement and the Indenture; and (f) it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement and the Indenture by any successor public body.
