Representations, Warranties and Covenants by the Company. The Company represents, warrants and covenants that:
(a) The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealths of Kentucky and Virginia, (ii) is duly qualified, authorized and licensed to transact business in each jurisdiction wherein failure to qualify would have a material adverse effect on the conduct of its business and (iii) is not in violation of any provision of its Articles of Incorporation, its By-Laws or any laws of the Commonwealths of Kentucky or Virginia relevant to the transactions contemplated hereby or in connection with the issuance of the First Mortgage Bonds.
(b) The Company has full and complete legal power and authority to execute and deliver this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds to be issued pursuant thereto, and has by proper corporate action duly authorized the execution and delivery of this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds.
(c) No event of default, and no event of the type described in clauses (a) through (f) of Section 9.1 of the Agreement, as amended by this Amendment No. 1 to Loan Agreement, has occurred and is continuing, and no condition exists which, with the giving of notice or the lapse of time, or both, would constitute an event of default or a default under any agreement or instrument to which the Company is a party or by which the Company is or may be bound or to which any of the property or assets of the Company is or may be subject which would impair in any material respect its ability to carry out its obligations under the Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the First Mortgage Bonds or the transactions contemplated hereby or thereby. Neither the execution and delivery of the Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture or the First Mortgage Bonds, nor the consummation of the transactions contemplated hereby or by the Indenture and the Supplemental Indenture No. 1, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, conflicts with or results in a breach of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default...
Representations, Warranties and Covenants by the Company. The Company represents and warrants to and agrees with each Investor as follows:
Representations, Warranties and Covenants by the Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) CenterPoint Properties Trust is a real estate investment trust, validly existing and in good standing under the laws of Maryland and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement.
(b) The agreements with the County with respect to the FILOT have been instrumental in inducing the Company to locate the Project within the County and the State.
(c) No actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement.
(d) For the Project, the Company hereby commits to an Investment Requirement of Twenty Million Dollars ($20,000,000.00) in Economic Development Property at the Project by the end of the Investment Period. The Company agrees to meet and maintain the Investment Requirement throughout the entire Term.
(e) The income tax year of the Company, and accordingly the property tax year, for federal income tax purposes is calendar year.
(f) No event has occurred and no condition currently exists with respect to the Company which would constitute a default or an Event of Default as defined in Section 11.01 of this Agreement.
Representations, Warranties and Covenants by the Company. The Company represents, warrants, and covenants that: (a) The Company (1) is a corporation duly incorporated, validly existing, and in good standing under the laws of the Commonwealth of Kentucky; (2) is duly qualified, authorized, and licensed to transact business in each jurisdiction wherein failure to qualify would have a material adverse effect on the conduct of its business; and (3) is not in violation of any provision of its Articles of Incorporation, its Bylaws, or any laws of the Commonwealth of Kentucky relevant to the transactions contemplated hereby or in connection with the issuance of the 2023 Series A Bonds.
Representations, Warranties and Covenants by the Company. The Company represents, warrants, and covenants that:
(a) The Company (1) is a corporation duly incorporated, validly existing, and in good standing under the laws of the Commonwealth of Kentucky; (2) is duly qualified, authorized, and licensed to transact business in each jurisdiction wherein failure to qualify would have a material adverse effect on the conduct of its business; and (3) is not in violation of any provision of its Articles of Incorporation, its Bylaws, or any laws of the Commonwealth of Kentucky relevant to the transactions contemplated hereby or in connection with the issuance of the 2016 Series A Bonds.
(b) The Company has full and complete legal power and authority to execute and deliver this Agreement, the First Mortgage Indenture Supplement, and the First Mortgage Bonds to be issued pursuant thereto, and has by proper corporate action duly authorized the execution and delivery of this Agreement, the First Mortgage Indenture Supplement, and the First Mortgage Bonds.
(c) The Project currently refinanced by application of the proceeds of the Refunded 2000 Series A Bonds and the Refunded 2002 Series A Bonds and Company funds was designed and constructed to control, contain, reduce, and xxxxx air and water pollution at the Project Site. The Project was and is necessary for the public health and welfare and has been designed solely for the purposes of controlling air and water pollution and the Project constitutes air and water pollution control facilities and facilities functionally related and subordinate to such facilities under Section 103(b)(4)(F) of the Internal Revenue Code of 1954, as amended.
(d) All of the proceeds of the 2016 Series A Bonds, exclusive of accrued interest, if any, shall be used on or before the 90th day from the Issuance Date exclusively and only to redeem, pay, and discharge the principal of the Refunded 2000 Series A Bonds and the Refunded 2002 Series A Bonds, not less than substantially all of the net proceeds of each series of the Refunded 2000 Series A Bonds and the Refunded 2002 Series A Bonds (i.e., at least 95% of the net proceeds thereof, including investment income thereon) were used to refinance the Cost of Construction of air and water pollution control facilities originally financed using the proceeds of the Refunded 1990 Series A Bonds and the Refunded 1990 Series B Bonds, respectively, and subsequently refinanced using the proceeds of the Refunded 2000 Series A Bonds and the Refunded 2002 Series A B...
Representations, Warranties and Covenants by the Company. The Company hereby makes the following representations, warranties, and covenants as to the transactions contemplated by this Agreement as of the date of this Agreement and as of the date of the issuance of the Conversion Shares.
a. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby.
b. The Company shall deliver to Xxxxxx Xxxxx through Island Stock Transfer Agent via DWAC free-trading common share stock certificate that represents the Conversion Shares.
Representations, Warranties and Covenants by the Company. The Company makes the following representations as the basis for the undertakings on its part herein contained:
Representations, Warranties and Covenants by the Company. The Company makes the following representations and covenants:
(a) The Company is authorized to conduct business in the State of Minnesota, and the Company has full power and authority to undertake its actions and responsibilities as contemplated by this Agreement.
(b) The Company reasonably expects that it will own and operate the Project Facilities from the date hereof to the final maturity date of the Bonds. Where new homes are subsequently developed (not listed on Exhibit A), the Company will coordinate construction directly with the land developer using similar technology as is used throughout the Township.
(c) The execution and delivery of this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or constitute a breach of or default under any bond, debenture, note or other evidence of indebtedness or any contract, loan agreement or lease to which the Company is a party or by which it is bound, or violate any law, regulation or order of the United States or the State of Minnesota or political subdivision thereof, or any court order or judgment in any proceeding to which the Company is or was a party or by which it is bound.
(d) The Subsidy together with the funds to be contributed to the Project Facilities by the Company will be sufficient to pay all costs to be incurred by the Company in order to complete with the Project Facilities in accordance with the terms and conditions of this Agreement and Grant Agreement.
(e) There is no litigation pending, or to the best of its knowledge threatened, against the Company affecting its ability to carry out the terms of this Agreement.
(f) To the best of the Company’s knowledge and belief, no commissioner or other officer or employee of the Town is directly or indirectly interested in this Agreement, the Project Facilities or any contract, agreement or job hereby contemplated to be entered into or undertaken.
Representations, Warranties and Covenants by the Company. The Company represents, warrants and covenants as follows:
(i) The Company is a limited partnership duly organized and validly existing and in good standing under the laws of the state of Delaware, is duly qualified to do business in the State, and has full partnership and other legal power and authority to execute, deliver and perform the covenants on its part contained in the Bond Documents and the Basic Documents to which it is a party, and has duly authorized the execution, delivery and performance of the Bond Documents and the Basic Documents to which it is a party and has duly approved such Bond Documents and Basic Documents.
(ii) Saranac Energy Company, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business in the State, and is the only general partner of the Partnership.
(b) The execution and delivery of the Bond Documents and Basic Documents to which it is a party, consummation of the transactions contemplated hereby and thereby, and the fulfillment of or compliance with the terms and conditions hereof and thereof will not conflict with or constitute a breach of or a default under the Company's agreement of limited partnership or the articles of incorporation or bylaws of the general partner of the Company or any agreement or instrument to which the Company or the general partner of the Company is a party, or any existing law, administrative regulation, court order or consent decree to which the Company is subject, or by which it or any of its property is bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance upon any of the property or assets of the Company or the general partner of the Company under the terms of any instrument or agreement to which the Company or such general partner is a party or by which it is bound.
(c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the best of the Company's knowledge, threatened against or affecting the Company or any of its partners, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Agreement or that would adversely affect, in any way, the validity or enforceability of any of the Bond Documents or the Basic Documents or any other agreement or instrument to which the Company is a party and that is to be used ...
Representations, Warranties and Covenants by the Company. The Company hereby makes the following representations, warranties, and covenants as to the transactions contemplated by this Agreement as of the date of this Agreement and as of the date of the issuance of the Conversion Shares.
a. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby.
b. The Company shall deliver to Mx. Xx within ten (10) days of the closing of the public offering a stock certificate that represents the Conversion Shares.
