REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. (a) The Securities issued and outstanding on the date hereof have been duly authorized and validly issued and purchasers of the Securities will have no obligation to make payments to Issuer or its creditors (other than the purchase price for the Securities) or contributions to Issuer or its creditors solely by reason of the purchasers’ ownership of the Securities; and any Securities to be issued hereafter, when issued, shall have been duly authorized and validly issued and purchasers of the Interests will have no obligation to make payments to Issuer or its creditors (other than the purchase price for the Securities) or contributions to Issuer or its creditors solely by reason of the purchasers’ ownership of the Securities.
(b) The Securities to be issued, when issued, will be issued in transactions exempt from registration under the Securities Act pursuant to Tier 2 of Regulation A, as amended, promulgated thereunder; and will be duly registered under the Securities Act or will be exempt from such registration.
(c) The execution and delivery of this Agreement, and the issuance and any subsequent transfer of the Securities in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the governing documents of Issuer, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Issuer is a party or by which it is bound. This Agreement is enforceable against Issuer in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Section 1101.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Lender and Borrower, as follows:
(a) Issuer is a body public and corporate, and a public instrumentality of the State, organized and existing by virtue of the laws of the State.
(b) Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a body public and corporate, and a public instrumentality of the State or take such actions as may be necessary to permit the transfer or assignment of this Loan Agreement to any successor to Issuer.
(c) Issuer is authorized to enter into this Loan Agreement, the Escrow Agreement, the Tax Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder.
(d) Issuer has duly authorized the execution and delivery of this Loan Agreement, the Escrow Agreement and the Tax Agreement under the terms and provisions of the resolution adopted by its Board of Directors, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of this Loan Agreement, the Escrow Agreement and the Tax Agreement against Issuer. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make this Loan Agreement, the Escrow Agreement and the Tax Agreement the valid and binding obligation of Issuer.
(e) The authorized officer of the Board of Directors of Issuer executing this Loan Agreement and any related documents has been duly authorized to execute and deliver this Loan Agreement, the Escrow Agreement and the Tax Agreement and such related documents under the terms and provisions of a resolution of the Issuer, or by other appropriate official action.
(f) This Loan Agreement, the Escrow Agreement and the Tax Agreement are legal, valid and binding obligations of Issuer, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to the enforcement of creditors' rights, to the application of equitable principles, and to the limitations on enforcement remedies against public entities in California.
(g) Issuer has assigned to Lender all of Issuer's rights in the Equipment and this Loan Agreement (except for the right to receive any Additional Payments to the extent payable to Issuer, any rights of Issuer to indemnifica...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Payment of Principal and Interest................................................94 Section 10.02 Maintenance of Office or Agency..................................................94 Section 10.03 Money for Note Payments to be Held in Trust......................................94 Section 10.04 Statement as to Compliance.......................................................97 Section 10.05
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. 11 ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Payment of Principal and Interest. With respect to each series, class or tranche of Notes, the Issuer will duly and punctually pay the principal of and interest on such Notes in accordance with their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained in, or made in this Indenture for the benefit of, the Notes of such series, class or tranche.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. The Issuer hereby represents and warrants as follows, as of the date of this Agreement:
A. The Offering Circular has been prepared in conformity with all applicable laws, and is in compliance in all material respects with Regulation A promulgated under the Act and the requirements of all other rules and regulations (the “Regulations”) of the SEC relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Placement Agent notifies Issuer that the Shares are to be offered and sold, excluding any foreign jurisdictions. The Shares will be offered and sold pursuant to the registration exemptions provided by Regulation A and the requirements of any other applicable state securities laws and the respective rules and regulations thereunder in those United States jurisdictions in which the Placement Agent notifies Issuer that the Shares are being offered for sale. None of Issuer, its affiliates, or any person acting on its or their behalf (other than the Placement Agent, its affiliates or any person acting on its behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Regulation A, or knows of any reason why any such exemption would be otherwise unavailable to it.
B. Issuer is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. Issuer is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of operations or condition (financial or otherwise) of Issuer, taken as a whole, or on the transactions contemplated hereby and the other Issuer Transaction Documents (as defined below) or by the agreements and instruments to be entered into in connection herewith or therewith, or...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants to Collateral Agent and Purchasers that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Section 1101. Payment of Principal and Interest......................................................... 78 Section 1102. Maintenance of Office or Agency........................................................... 78 Section 1103. Money for Note Payments to be Held in Trust............................................... 78 Section 1104. Statement as to Compliance................................................................ 80 Section 1105. Legal Existence........................................................................... 80 Section 1106. Further Instruments and Acts.............................................................. 80 Section 1107. Compliance with Laws...................................................................... 80 Section 1108. Notice of Events of Default............................................................... 81 Section 1109. Certain Negative Covenants................................................................ 81 Section 1110. No Other Business......................................................................... 81
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. ISSUER represents and warrants to GI, and covenants and agrees with GI, as follows:
