Representations, Warranties and Covenants of the Board. The Board represents, warrants and covenants to MCWT that, as of the Effective Date:
(a) the execution, delivery, and performance of this Agreement and the transactions contemplated hereby are all within Board’s power, have been duly and validly authorized by all necessary parties and are not in breach of applicable law or regulation, or any agreement or undertaking to which Board is a party;
(b) this Agreement constitutes a legal, valid, and binding obligation of Board enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency or creditors’ rights limitations and laws generally, and (ii) general equitable principles;
(c) no consent, approval, authorization or order of any state or federal court or governmental agency or body or of any other parties is required for the consummation by Board of the transactions contemplated by this Agreement except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of Board to perform its obligations under this Agreement; and
(d) The Board covenants and agrees that it will at all times do and perform all acts and things permitted by this Agreement which are necessary, as notified in writing by MCWT from time to time, in order to assure that interest paid on any bonds issued by MCWT to finance loans to Members will be excluded from gross income for federal income tax purposes and will take no action that would result in such interest being included. Without limiting the generality of the foregoing, MCWT may notify the Board that it is necessary restrict the investment yield on all or a portion of Fund in order to preserve the exclusion from federal gross income of interest on the MCWT bonds, and the Board acknowledges and agrees to take any necessary actions in connection therewith. This covenant shall survive payment in full or defeasance of the bonds.
Representations, Warranties and Covenants of the Board. The Board hereby represents, warrants, and covenants to and with the Company that as of the date of execution of this Service Agreement and thereafter:
