Representations, Warranties and Covenants of the District. The District hereby represents and warrants to and covenants with the Underwriters that: (a) The District is a political subdivision of the State of Texas, a governmental agency and body politic and corporate, duly created, organized, and existing in good standing under the laws of the State of Texas and at the date of the Closing will have full legal right, power and authority under the Act and the Order (i) to enter into, execute and deliver this Contract and all documents required hereunder to be executed and delivered by the District, (ii) to sell, issue and deliver the Bonds to the Underwriters as provided herein, (iii) to carry out and consummate the transactions described in this Contract, the Order, and the Official Statement and (iv) to utilize the proceeds from the sale of the Bonds for the purposes as described in the Official Statement, and the District has complied, and will at the Closing be in compliance, in all material respects, with the terms of the Act and the Order as they pertain to such transactions; (b) By all necessary official action of the District prior to or concurrently with the acceptance hereof, the District has duly authorized all necessary action to be taken by it for (i) the adoption of the Order and the issuance and sale of the Bonds, (ii) the approval, execution and delivery of, and the performance by the District of the obligations on its part, contained in the Bonds, the Order, and this Contract, and (iii) the consummation by it of all other transactions described in the Official Statement, the Order, this Contract and any (c) The Order and this Contract constitute legal, valid and binding agreements of the District, enforceable in accordance with their respective terms, subject to principles of governmental immunity of political subdivisions and by bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights or by general principles of equity that permit the exercise of judicial discretion; the Bonds, when issued, delivered and paid for, in accordance with the Order and this Contract, will constitute legal, valid and binding obligations of the District entitled to the benefits of the Order and be enforceable in accordance with their terms, subject to principles of governmental immunity of political subdivisions and by bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Order will provide the legally valid and binding pledge of ad valorem taxes as set forth in the Order; (d) The District is not aware nor has it been notified that it is in material breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District is otherwise subject, and no event has occurred and is continuing that constitutes or with the passage of time or the giving of notice, or both, would constitute a default or event of default by the District under any of the foregoing; and the execution and delivery of the Bonds, this Contract and the adoption of the Order and compliance with the provisions on the District’s part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, law or administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District is otherwise subject or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Order; (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters that are required for the due authorization of, that would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the District of its obligations under this Contract, the Order, and the Bonds have been duly obtained or will be obtained prior to Closing, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds, compliance with the provisions of Section 5(j) hereof and approval of the Bonds by the Office of the Attorney General of the State (the “Attorney General”) and registration of the Bonds by the Office of the Comptroller of the State (the “Comptroller”), and the District shall cause a transcript of proceedings to be filed with the Attorney General in form and substance consistent with the administrative rules of the Public Finance Division of the Attorney General, which will permit the review of such transcript and the approval of the Bonds by the Attorney General, and the registration of the Bonds by the Comptroller on or before the Closing, as required by Section 7(k)(5) hereof, but subject to the discretion of the Attorney General with respect to the issuance of his approving opinion; (f) The Bonds and the Order conform to the descriptions thereof contained in the Official Statement under the caption “THE OBLIGATIONS” and the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the subcaptions “THE OBLIGATIONS – PURPOSE OF THE OBLIGATIONS”; and the continuing disclosure agreement of the District conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”; (g) Except as may otherwise be disclosed in the Official Statement, there is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the knowledge of the District after due inquiry, threatened against the District, affecting the existence of the District or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of ad valorem taxes pledged to the payment of principal of and interest on the Bonds pursuant to the Order or in any way contesting or affecting the validity or enforceability of the Bonds, the Order, or this Contract, or contesting the exclusion from gross income of interest on the Tax-Exempt Bonds for federal income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the District or any authority for the issuance of the Bonds, the adoption of the Order or the execution and delivery of this Contract, nor, to the knowledge of the District, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Order, or this Contract; (h) As of the date thereof and the date hereof, the Preliminary Official Statement was true and correct and did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) At the time of the District’s acceptance hereof and (unless an event occurs of the nature described in Section 3(e) hereof) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent to the “end of the underwriting period,” the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (j) If the Official Statement is supplemented or amended pursuant to Section 3(e) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent (k) The District has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Order and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Tax-Exempt Bonds; (l) The District will furnish such information and execute such instruments, at the sole expense of the Underwriters, and take such action in cooperation with the Representative as the Representative may reasonably request (A) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative may designate and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (B) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the District will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Representative immediately of receipt by the District of any written notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (m) The financial statements of, and other financial information regarding, the District in the Preliminary Official Statement and Official Statement fairly present the financial position and results of operation and condition of the District as of the dates and for the periods therein set forth in accordance with generally accepted accounting principles consistently applied. There has not been any material and adverse change in the financial position or results of operation of the District since December 31, 2020, the latest date as to which audited financial information is available. Prior to the Closing, the District will not take any action within or under its control that will cause an adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the District. Except as disclosed in the Official Statement, the District is not a party to any litigation or other proceeding pending or, to its knowledge, threatened that, if decided adversely to the District, would have a materially adverse effect on the financial condition of the District; (n) Prior to the Closing, the District will not offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from or secured by any of the ad valorem tax revenues that will secure the Bonds, unless approved by the Representative (such approval not to be unreasonably withheld), except in the ordinary course of business for the District; (o) Any certificate, signed by any official of the District authorized to do so in connection with the transactions described in this Contract, shall be deemed a (p) The District, to the extent heretofore requested by the Representative, has delivered to the Representative true, correct, complete, and legible copies of all information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Bonds, and true correct, complete, and legible copies of all correspondence or other communications relating, directly or indirectly, thereto; and (q) The District covenants that between the date hereof and the Closing it will take no actions within or under its control that will cause the representations and warranties made in this Section to be untrue as of the Closing.
Appears in 1 contract
Samples: Purchase Contract
Representations, Warranties and Covenants of the District. The District hereby represents and District, as of the date hereof, represents, warrants to and covenants with the Underwriters thatand agrees as follows:
(a) The District is duly established and organized as a political subdivision of the State of Texas, a governmental agency quasi-municipal corporation and body politic special district under and corporate, duly created, organized, and existing in good standing under pursuant to the laws of the State of Texas and at the date of the Closing will have Colorado, with full legal right, power and authority under all applicable laws, including the Act and laws of the Order State, (i) to enter intointo this Operating Agreement and the Intergovernmental Agreement, execute and deliver this Contract and all documents required hereunder (ii) to be bound by the terms hereof and thereof, (iii) to perform its obligations hereunder and thereunder, (iv) to consummate the transactions contemplated by this Operating Agreement and the Intergovernmental Agreement, (v) to issue bonds and incur indebtedness, and (vi) to approve the organization of the Corporation and the issuance of the Bonds thereby.
(b) This Operating Agreement and the Intergovernmental Agreement have been duly authorized, executed and delivered by the DistrictDistrict and, (ii) to sell, issue and deliver the Bonds subject to the Underwriters as provided herein, (iii) to carry out and consummate effective dates of such agreements upon the transactions described in this Contract, the Order, and the Official Statement and (iv) to utilize the proceeds from the sale of the Bonds for the purposes as described in the Official Statement, and the District has complied, and will at the Closing be in compliance, in all material respects, with the terms of the Act and the Order as they pertain to such transactions;
(b) By all necessary official action of the District prior to or concurrently with the acceptance hereof, the District has duly authorized all necessary action to be taken by it for (i) the adoption of the Order and the issuance and sale of the Bonds, (ii) the approvaldue authorization, execution and delivery ofby all parties hereto and thereto, and the performance by the District of the obligations on its part, contained in the Bonds, the Order, and this Contract, and (iii) the consummation by it of all other transactions described in the Official Statement, the Order, this Contract and any
(c) The Order and this Contract will constitute legal, valid and binding agreements obligations of the District, enforceable in accordance with their respective terms, subject to principles of governmental immunity of political subdivisions and except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws and principles of equity relating to or affecting the enforcement rights of creditors’ rights or creditors generally and by general principles of equity that permit judicial discretion in the exercise of judicial discretion; the Bonds, when issued, delivered and paid for, in accordance with the Order and this Contract, will constitute legal, valid and binding obligations equitable remedies.
(c) The representative of the District entitled executing this Operating Agreement is fully authorized to execute the benefits of the Order and be enforceable in accordance with their terms, subject to principles of governmental immunity of political subdivisions and by bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Order will provide the legally valid and binding pledge of ad valorem taxes as set forth in the Order;same.
(d) The District is execution and delivery of this Operating Agreement and the Intergovernmental Agreement, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not aware nor has it been notified that it is in material conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under the aforesaid constitution or under any applicable constitutional provision, law or administrative regulation of the State rule or the United States regulation, or any applicable judgment court or decree administrative decree, order or judgment, or any loan agreement, indenture, bondmortgage, notedeed of trust, resolution, contract or other agreement or other instrument to which the District is a party or to by which the District is it or its properties are otherwise subject, and no event has occurred and is continuing that constitutes subject or with the passage of time or the giving of noticebound, or bothresult in the creation or imposition of any prohibited lien, would constitute a default charge or event encumbrance of default by the District under any nature whatsoever upon any of the foregoing; property or assets of the District, which conflict, violation, breach, default, lien charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Operating Agreement and the Intergovernmental Agreement or the financial condition, assets, properties or operations of the District.
(e) All necessary consents, permissions, authorization, orders or licenses of, or filing or registration with, any governmental authority necessary in connection with the execution and delivery of the Bonds, this Contract Operating Agreement and the adoption Intergovernmental Agreement or the consummation of any transaction contemplated herein or therein have been obtained or made and are in full force and effect as of the Order date of execution and compliance with the provisions on the District’s part contained therein, will not conflict with or constitute a breach delivery of or default under any constitutional provision, law or administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District is otherwise subject or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Order;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters that are required for the due authorization of, that would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the District of its obligations under this Contract, the Order, and the Bonds have been duly obtained or will be obtained prior to Closing, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds, compliance with the provisions of Section 5(j) hereof and approval of the Bonds by the Office of the Attorney General of the State (the “Attorney General”) and registration of the Bonds by the Office of the Comptroller of the State (the “Comptroller”), and the District shall cause a transcript of proceedings to be filed with the Attorney General in form and substance consistent with the administrative rules of the Public Finance Division of the Attorney General, which will permit the review of such transcript and the approval of the Bonds by the Attorney General, and the registration of the Bonds by the Comptroller on or before the Closing, as required by Section 7(k)(5) hereof, but subject to the discretion of the Attorney General with respect to the issuance of his approving opinion;Operating Agreement.
(f) The Bonds and the Order conform to the descriptions thereof contained in the Official Statement under the caption “THE OBLIGATIONS” and the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the subcaptions “THE OBLIGATIONS – PURPOSE OF THE OBLIGATIONS”; and the continuing disclosure agreement of the District conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”;
(g) Except as may otherwise be disclosed in the Official Statement, there There is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, investigation before or by any courtcourt or federal, government agencystate, public board municipal or body, other governmental authority pending or, to the knowledge of the District after due inquiryreasonable investigation, threatened against the District, or affecting the existence of the District or the titles of its officers to their respective officesassets, properties or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of ad valorem taxes pledged to the payment of principal of and interest on the Bonds pursuant to the Order or in any way contesting or affecting the validity or enforceability of the Bonds, the Order, or this Contract, or contesting the exclusion from gross income of interest on the Tax-Exempt Bonds for federal income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers operations of the District which, if determined adversely to the District or any authority for its interests, would have a material and adverse effect upon the issuance consummation of the Bonds, the adoption of the Order transactions contemplated by or the execution and delivery validity of this ContractOperating Agreement or upon the financial condition, norassets, to the knowledge properties or operations of the District, and the District is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Operating Agreement or the Intergovernmental Agreement or the financial conditions, assets, properties or operations of the District.
(g) The District will deliver to the Trustee:
(i) as soon as practicable and in any event within the time required by the Statutes of the State of Colorado, complete financial statements, all in reasonable detail and satisfactory in scope as to the contents thereof;
(ii) promptly upon receipt thereof, a copy of each other report submitted to the District by its accountants in connection with any annual, interim or special audit or review by them of the books of the District; and
(iii) with reasonable promptness, such other financial data as the Trustee or the Underwriter reasonably requests. Together with each delivery of financial statements required by clause (i) above, the District will deliver to the Trustee a certificate of a District Representative stating that there exists no Event of Default or Default hereunder or if any basis thereforsuch Event of Default or Default exists, wherein an unfavorable decisionstating the nature thereof, ruling the period of existence thereof and what action the District proposes to take with respect thereto. The Underwriter is hereby authorized to deliver a copy of any financial statement delivered to it pursuant to this Section 2.2 to any regulatory body having jurisdiction over it. Notwithstanding the foregoing, in lieu of compliance with the provisions of paragraph 2.2(g), the District may comply with the terms and conditions of any continuing disclosure agreement required by the Underwriter in connection with the Series 1996 Bonds.
(h) The District will, upon reasonable notice, and subject to applicable laws and regulations, permit any Person designated by the Corporation in writing, at its own expense, to visit any of the properties of the District during normal business hours to examine the books and financial records of the District and make copies thereof or finding extracts therefrom, and to discuss the affairs, finances and accounts of the District with the officials and employees of the District, all at such reasonable times and as often as the Corporation, the Credit Enhancement Provider or the Trustee may reasonably request. The Corporation, the Credit Enhancement Provider and the Trustee will each be obligated to keep confidential any information regarding the District received pursuant to this subparagraph (h) unless the Corporation, the Credit Enhancement Provider or the Trustee is obligated by law to provide such information to a third party.
(i) The District will comply with the requirements of the Constitution, and all laws of the State of Colorado and of any governmental authority having jurisdiction over the District, non-compliance with which would materially adversely affect its ability to perform its obligations under this Operating Agreement, unless such requirements are contested in good faith and by appropriate proceedings and such contest shall operate to stay the validity or enforceability material adverse effect of the Bonds, the Order, or this Contract;
(h) As of the date thereof and the date hereof, the Preliminary Official Statement was true and correct and did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) At the time of the District’s acceptance hereof and (unless an event occurs of the nature described in Section 3(e) hereof) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent to the “end of the underwriting period,” the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;such noncompliance.
(j) If The District covenants to furnish to the Official Statement Corporation, the Credit Enhancement Provider and the Trustee as soon as possible and in any event within two Business Days after the discovery by any employee of the District of any Event of Default (as such term is supplemented or amended pursuant defined herein) a certificate of a District Representative, setting forth the details of such Event of Default (as such term is defined herein) and the action which the District proposes to Section 3(etake with respect thereto; provided, however, that for purposes of this subparagraph (j), a default described in paragraph 11.1(b) hereof, at hereof shall become an Event of Default only upon failure of the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant District to cure such paragraph) at all times subsequent thereto during Default within the period up to and including twenty-five (25) days subsequentof grace permitted therein.
(k) The District has the legal authority will take all action and do all things that it is authorized by law to apply take and will apply, or cause do in order to perform and observe all covenants and agreements on its part to be applied, the proceeds from the sale of the Bonds as provided in performed and subject to all of the terms and provisions of the Order and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Tax-Exempt Bonds;observed hereunder.
(l) The District will furnish such information execute, acknowledge where appropriate, and execute such instruments, deliver from time to time promptly at the sole expense request of the UnderwritersCorporation, the Credit Enhancement Provider or the Trustee all such instruments and take such action in cooperation with the Representative documents as the Representative may reasonably request (A) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative may designate and
(z) determine the eligibility reasonable opinion of the Bonds for investment under Corporation, the laws Credit Enhancement Provider or the Trustee are reasonably required to carry out the intent and purposes of such states and other jurisdictions and (B) to continue such qualifications in effect so long as required for the distribution of the Bonds (this Operating Agreement; provided, however, that the District will shall not be required to qualify execute, acknowledge and deliver any such instruments and documents in the event that any such instruments or documents will have a material adverse impact on the rights of the District under the Operating Agreement. The District hereby covenants to execute and deliver such additional instruments and to perform such additional acts as a foreign corporation may be reasonably required or, in the opinion of the Corporation, the Credit Enhancement Provider or the Trustee, to carry out the intent of this Operating Agreement or to file any general perfect or special consents to service of process under the laws give further assurances of any jurisdiction) and will advise the Representative immediately of receipt by the District of any written notification with respect to the suspension of the qualification of the Bonds rights granted or provided for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;this Operating Agreement.
(m) The financial statements of, and other financial information regarding, District shall enforce the District in Intergovernmental Agreement for the Preliminary Official Statement and Official Statement fairly present the financial position and results of operation and condition benefit of the District as Corporation and the holders of the dates and for the periods therein set forth in accordance with generally accepted accounting principles consistently applied. There has not been any material and adverse change in the financial position or results of operation of the District since December 31, 2020, the latest date as to which audited financial information is available. Prior to the Closing, the District will not take any action within or under its control that will cause an adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the District. Except as disclosed in the Official Statement, the District is not a party to any litigation or other proceeding pending or, to its knowledge, threatened that, if decided adversely to the District, would have a materially adverse effect on the financial condition of the District;Bonds.
(n) Prior Any certificate signed by a District Representative and delivered pursuant to the Closingthis Operating Agreement, the District will not offer Intergovernmental Agreement or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from or secured by any of the ad valorem tax revenues that will secure the Bonds, unless approved by the Representative (such approval not to be unreasonably withheld), except in the ordinary course of business for the District;
(o) Any certificate, signed by any official of the District authorized to do so in connection with the transactions described in this Contract, Indenture shall be deemed a
(p) The District, a representation and warranty by the District as to the extent heretofore requested by the Representative, has delivered to the Representative true, correct, complete, and legible copies of all information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Bonds, and true correct, complete, and legible copies of all correspondence or other communications relating, directly or indirectly, thereto; and
(q) The District covenants that between the date hereof and the Closing it will take no actions within or under its control that will cause the representations and warranties statements made in this Section to be untrue as of the Closingtherein.
Appears in 1 contract
Representations, Warranties and Covenants of the District. The District hereby represents and District, as of the date hereof, represents, warrants to and covenants with the Underwriters thatand agrees as follows:
(a) The District is duly established and organized as a political subdivision of the State of Texas, a governmental agency quasi- municipal corporation and body politic special district under and corporate, duly created, organized, and existing in good standing under pursuant to the laws of the State of Texas and at the date of the Closing will have Colorado, with full legal right, power and authority under all applicable laws, including the Act and laws of the Order State, (i) to enter intointo this Recreational Facilities Agreement, execute and deliver this Contract and all documents required hereunder (ii) to be bound by the terms hereof and thereof, (iii) to perform its obligations hereunder and thereunder, (iv) to consummate the transactions contemplated by this Recreational Facilities Agreement, and (v) to approve the organization of the Corporation and the issuance of the Bonds thereby.
(b) This Recreational Facilities Agreement has been duly authorized, executed and delivered by the DistrictDistrict and, (ii) to sell, issue and deliver upon the Bonds to the Underwriters as provided herein, (iii) to carry out and consummate the transactions described in this Contract, the Order, and the Official Statement and (iv) to utilize the proceeds from the sale of the Bonds for the purposes as described in the Official Statement, and the District has complied, and will at the Closing be in compliance, in all material respects, with the terms of the Act and the Order as they pertain to such transactions;
(b) By all necessary official action of the District prior to or concurrently with the acceptance hereof, the District has duly authorized all necessary action to be taken by it for (i) the adoption of the Order and the issuance and sale of the Bonds, (ii) the approvaldue authorization, execution and delivery ofby all parties hereto, and the performance by the District of the obligations on its part, contained in the Bonds, the Order, and this Contract, and (iii) the consummation by it of all other transactions described in the Official Statement, the Order, this Contract and any
(c) The Order and this Contract will constitute legal, a valid and binding agreements obligation of the District, enforceable in accordance with their respective its terms, subject to principles of governmental immunity of political subdivisions and except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws and principles of equity relating to or affecting the enforcement rights of creditors’ rights or creditors generally and by general principles of equity that permit judicial discretion in the exercise of judicial discretion; the Bonds, when issued, delivered and paid for, in accordance with the Order and this Contract, will constitute legal, valid and binding obligations equitable remedies.
(c) The representative of the District entitled executing this Recreational Facilities Agreement is fully authorized to execute the benefits of the Order and be enforceable in accordance with their terms, subject to principles of governmental immunity of political subdivisions and by bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Order will provide the legally valid and binding pledge of ad valorem taxes as set forth in the Order;same.
(d) The District is execution and delivery of this Recreational Facilities Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not aware nor has it been notified that it is in material conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under the aforesaid constitution or under any applicable constitutional provision, law or administrative regulation of the State rule or the United States regulation, or any applicable judgment court or decree administrative decree, order or judgment, or any loan agreement, indenture, bondmortgage, notedeed of trust, resolution, contract or other agreement or other instrument to which the District is a party or to by which the District is it or its properties are otherwise subject, and no event has occurred and is continuing that constitutes subject or with the passage of time or the giving of noticebound, or bothresult in the creation or imposition of any prohibited lien, would constitute a default charge or event encumbrance of default by the District under any nature whatsoever upon any of the foregoing; property or assets of the District, which conflict, violation, breach, default, lien charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Recreational Facilities Agreement or the financial condition, assets, properties or operations of the District.
(e) All necessary consents, permissions, authorization, orders or licenses of, or filing or registration with, any governmental authority necessary in connection with the execution and delivery of this Recreational Facilities Agreement or the Bonds, this Contract consummation of any transaction contemplated herein or therein have been obtained or made and the adoption are in full force and effect as of the Order date of execution and compliance with the provisions on the District’s part contained therein, will not conflict with or constitute a breach delivery of or default under any constitutional provision, law or administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District is otherwise subject or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Order;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters that are required for the due authorization of, that would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the District of its obligations under this Contract, the Order, and the Bonds have been duly obtained or will be obtained prior to Closing, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds, compliance with the provisions of Section 5(j) hereof and approval of the Bonds by the Office of the Attorney General of the State (the “Attorney General”) and registration of the Bonds by the Office of the Comptroller of the State (the “Comptroller”), and the District shall cause a transcript of proceedings to be filed with the Attorney General in form and substance consistent with the administrative rules of the Public Finance Division of the Attorney General, which will permit the review of such transcript and the approval of the Bonds by the Attorney General, and the registration of the Bonds by the Comptroller on or before the Closing, as required by Section 7(k)(5) hereof, but subject to the discretion of the Attorney General with respect to the issuance of his approving opinion;Recreational Facilities Agreement.
(f) The Bonds and the Order conform to the descriptions thereof contained in the Official Statement under the caption “THE OBLIGATIONS” and the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the subcaptions “THE OBLIGATIONS – PURPOSE OF THE OBLIGATIONS”; and the continuing disclosure agreement of the District conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”;
(g) Except as may otherwise be disclosed in the Official Statement, there There is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, investigation before or by any courtcourt or federal, government agencystate, public board municipal or body, other governmental authority pending or, to the knowledge of the District after due inquiryreasonable investigation, threatened against the District, or affecting the existence of the District or the titles of its officers to their respective officesassets, properties or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of ad valorem taxes pledged to the payment of principal of and interest on the Bonds pursuant to the Order or in any way contesting or affecting the validity or enforceability of the Bonds, the Order, or this Contract, or contesting the exclusion from gross income of interest on the Tax-Exempt Bonds for federal income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers operations of the District which, if determined adversely to the District or any authority for its interests, would have a material and adverse effect upon the issuance consummation of the Bonds, the adoption of the Order transactions contemplated by or the execution and delivery validity of this ContractRecreational Facilities Agreement or upon the financial condition, norassets, to the knowledge properties or operations of the District, and the District is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Recreational Facilities Agreement or the financial conditions, assets, properties or operations of the District.
(g) The District will deliver to the Trustee:
(i) as soon as practicable and in any event within the time required by the Statutes of the State of Colorado, complete financial statements, all in reasonable detail and satisfactory in scope as to the contents thereof;
(ii) promptly upon receipt thereof, a copy of each other report submitted to the District by its accountants in connection with any annual, interim or special audit or review by them of the books of the District; and
(iii) with reasonable promptness, such other financial data as the Trustee or the Underwriter reasonably requests. Together with each delivery of financial statements required by clause (i) above, the District will deliver to the Trustee a certificate of a District Representative stating that there exists no Event of Default or Default hereunder or if any basis thereforsuch Event of Default or Default exists, wherein an unfavorable decisionstating the nature thereof, ruling the period of existence thereof and what action the District proposes to take with respect thereto. The Underwriter is hereby authorized to deliver a copy of any financial statement delivered to it pursuant to this Section 2.2 to any regulatory body having jurisdiction over it. Notwithstanding the foregoing, in lieu of compliance with the provisions of paragraph 2.2(g), the District may comply with the terms and conditions of any continuing disclosure agreement required by the Underwriter in connection with the Series 1996 Bonds.
(h) The District will, upon reasonable notice, and subject to applicable laws and regulations, permit any Person designated by the Corporation in writing, at its own expense, to visit any of the properties of the District during normal business hours to examine the books and financial records of the District and make copies thereof or finding extracts therefrom, and to discuss the affairs, finances and accounts of the District with the officials and employees of the District, all at such reasonable times and as often as the Corporation, the Credit Enhancement Provider or the Trustee may reasonably request. The Corporation, the Credit Enhancement Provider and the Trustee will each be obligated to keep confidential any information regarding the District received pursuant to this subparagraph (h) unless the Corporation, the Credit Enhancement Provider or the Trustee is obligated by law to provide such information to a third party.
(i) The District will comply with the requirements of the Constitution and all laws of the State of Colorado and of any governmental authority having jurisdiction over the District, non-compliance with which would materially adversely affect its ability to perform its obligations under this Recreational Facilities Agreement, unless such requirements are contested in good faith and by appropriate proceedings and such contest shall operate to stay the validity or enforceability material adverse effect of the Bonds, the Order, or this Contract;
(h) As of the date thereof and the date hereof, the Preliminary Official Statement was true and correct and did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) At the time of the District’s acceptance hereof and (unless an event occurs of the nature described in Section 3(e) hereof) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent to the “end of the underwriting period,” the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;such noncompliance.
(j) If The District covenants to furnish to the Official Statement Corporation, the Credit Enhancement Provider and the Trustee as soon as possible and in any event within two Business Days after the discovery by any employee of the District of any Event of Default (as such term is supplemented or amended pursuant defined herein) a certificate of a District Representative, setting forth the details of such Event of Default (as such term is defined herein) and the action which the District proposes to Section 3(etake with respect thereto; provided, however, that for purposes of this subparagraph (j), a default described in paragraph 11.1(f) hereof, at hereof shall become an Event of Default only upon failure of the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant District to cure such paragraph) at all times subsequent thereto during Default within the period up to and including twenty-five (25) days subsequentof grace permitted therein.
(k) The District has the legal authority will take all action and do all things that it is authorized by law to apply take and will apply, or cause do in order to perform and observe all covenants and agreements on its part to be applied, the proceeds from the sale of the Bonds as provided in performed and subject to all of the terms and provisions of the Order and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Tax-Exempt Bonds;observed hereunder.
(l) The District will furnish such information execute, acknowledge where appropriate, and execute such instruments, deliver from time to time promptly at the sole expense request of the UnderwritersCorporation, the Credit Enhancement Provider or the Trustee all such instruments and take such action in cooperation with the Representative documents as the Representative may reasonably request (A) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative may designate and
(z) determine the eligibility reasonable opinion of the Bonds for investment under Corporation, the laws Credit Enhancement Provider or the Trustee are reasonably required to carry out the intent and purposes of such states and other jurisdictions and (B) to continue such qualifications in effect so long as required for the distribution of the Bonds (this Recreational Facilities Agreement; provided, however, that the District will shall not be required to qualify execute, acknowledge and deliver any such instruments and documents in the event that any such instruments or documents will have a material adverse impact on the rights of the District under the Recreational Facilities Agreement. The District hereby covenants to execute and deliver such additional instruments and to perform such additional acts as a foreign corporation may be reasonably required or, in the opinion of the Corporation, the Credit Enhancement Provider or the Trustee, to carry out the intent of this Recreational Facilities Agreement or to file any general perfect or special consents to service of process under the laws give further assurances of any jurisdiction) and will advise the Representative immediately of receipt by the District of any written notification with respect to the suspension of the qualification of the Bonds rights granted or provided for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;this Recreational Facilities Agreement.
(m) The financial statements of, Any certificate signed by a District Representative and other financial information regardingdelivered pursuant to this Recreational Facilities Agreement, the District in Intergovernmental Agreement or the Preliminary Official Statement Indenture shall be deemed a representation and Official Statement fairly present the financial position and results of operation and condition of warranty by the District as of the dates and for the periods therein set forth in accordance with generally accepted accounting principles consistently applied. There has not been any material and adverse change in the financial position or results of operation of the District since December 31, 2020, the latest date as to which audited financial information is available. Prior to the Closing, the District will not take any action within or under its control that will cause an adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the District. Except as disclosed in the Official Statement, the District is not a party to any litigation or other proceeding pending or, to its knowledge, threatened that, if decided adversely to the District, would have a materially adverse effect on the financial condition of the District;
(n) Prior to the Closing, the District will not offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from or secured by any of the ad valorem tax revenues that will secure the Bonds, unless approved by the Representative (such approval not to be unreasonably withheld), except in the ordinary course of business for the District;
(o) Any certificate, signed by any official of the District authorized to do so in connection with the transactions described in this Contract, shall be deemed a
(p) The District, to the extent heretofore requested by the Representative, has delivered to the Representative true, correct, complete, and legible copies of all information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Bonds, and true correct, complete, and legible copies of all correspondence or other communications relating, directly or indirectly, thereto; and
(q) The District covenants that between the date hereof and the Closing it will take no actions within or under its control that will cause the representations and warranties statements made in this Section to be untrue as of the Closingtherein.
Appears in 1 contract
Samples: Recreational Facilities Agreement (BFC Guaranty Corp)
Representations, Warranties and Covenants of the District. The By the District’s acceptance of this Agreement, the District hereby represents and warrants to to, and covenants with agrees with, the Underwriters that:
(a) Purchaser as follows: The District is a political subdivision of the State for the administration of Texaspublic schools, a governmental agency and body politic and corporatesegregated geographically for bonding purposes, duly created, organized, organized and validly existing in good standing under the laws of the State of Texas and at State; In connection with the date issuance of the Closing Bonds, the District has complied in all respects with the Constitution of the State and the laws of the State, including the Act; The District is authorized to issue the Bonds for the purpose of providing funds for erecting, remodeling, making additions to and furnishing school buildings, purchasing and improving school grounds, purchasing computer hardware and software for student use in public schools, providing matching funds for capital outlay projects funded pursuant to the Public School Capital Outlay Act, or any combination of these purposes, and to pay costs of issuance of the Bonds (the “Project”). The District has the power to enter into the transactions contemplated by, and to carry out its obligations under, this Agreement and the Resolution. The President of the Board has duly executed the Resolution, which is valid and enforceable against the District and which authorizes the execution and delivery of this Agreement and the execution, issuance, sale and delivery of the Bonds. At or prior to Closing, the District: (i) will have full legal right, power and authority to (A) perform its obligations under and comply with the provisions of the Resolution and the Act, (B) issue, execute and deliver, and perform its obligations under the Bonds, and (C) carry out and consummate the transactions contemplated by and perform its obligations under this Agreement, and the documents delivered in connection with the Resolution and the Act; and (ii) will have the full legal right, power and authority under the Act and the Order (i) to enter into, execute and deliver this Contract Agreement and all documents required hereunder to be executed and delivered by adopt the District, (ii) to sell, issue and deliver the Bonds to the Underwriters as provided herein, (iii) to carry out and consummate the transactions described in this Contract, the Order, and the Official Statement and (iv) to utilize the proceeds from the sale of the Bonds for the purposes as described in the Official Statement, and the District has complied, and will at the Closing be in compliance, in all material respects, with the terms of the Act and the Order as they pertain to such transactions;
(b) By all necessary official action of the District prior to or concurrently with the acceptance hereof, the District has duly authorized all necessary action to be taken by it for (i) the adoption of the Order and the issuance and sale of the Bonds, (ii) the approval, execution and delivery of, and the performance by the District of the obligations on its part, contained in the Bonds, the Order, Resolution; The Resolution and this Contract, and (iii) the consummation by it of all other transactions described in the Official Statement, the Order, this Contract and any
(c) The Order and this Contract Agreement constitute legal, valid and binding agreements of the District, enforceable in accordance with their respective terms, subject to principles of governmental immunity of political subdivisions and by bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights or by general principles of equity that permit the exercise of judicial discretion; the rights. The Bonds, when issued, delivered and paid for, in accordance with the Order Resolution and this ContractAgreement, will constitute legal, valid and binding general obligations of the District entitled to the benefits of the Order Resolution and will be enforceable in accordance with their terms, subject to principles of governmental immunity of political subdivisions and by bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; and upon the issuance, authentication and delivery of the Bonds as aforesaid, the Order Resolution will provide the legally valid and binding pledge of ad valorem certain taxes it purports to create as set forth in the Order;
(d) Resolution; The proceeds of the Bonds will be deposited in certain funds and accounts created pursuant to the Resolution, as set forth in the Delivery, Deposit and Cross-Receipt Certificate, a form of which is attached as Exhibit A to this Agreement, and shall be used by the District only for payment of costs of the Project and for payment of the District’s costs of issuance of the Bonds. The distribution and use of proceeds of the Bond proceeds will be in compliance with the provisions of the Resolution; The proceeds of the Bonds will be expended within 3 years of the Closing Date, unless a longer term is approved by Bond Counsel in writing. There is no litigation or proceeding pending or, to the knowledge of the undersigned, after due inquiry, threatened, in any way affecting the existence of the District, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution or this Agreement, or contesting the powers of the District or its authority with respect to the Bonds, the Resolution or this Agreement; The issuance, sale and delivery of the Bonds, the execution and delivery of this Agreement and compliance with the obligations on the part of the District contained in this Agreement and in the Bonds do not aware nor has it been notified that it is in material conflict with or constitute a breach of or default under any applicable constitutional provisionadministrative regulation, law or administrative regulation of the State or the United States or any applicable judgment or decree or any judgment, decree, loan agreement, indenture, note, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District District, or any of its properties or other assets, is otherwise subject, and no event has occurred and is continuing that constitutes or with the passage ; Statements contained in any certificate of time or the giving of notice, or both, would constitute a default or event of default by the District under any of provided to the foregoing; and the execution and delivery of the Bonds, Purchaser pursuant to this Contract and the adoption of the Order and compliance with the provisions on the District’s part contained therein, will not conflict with Agreement or constitute a breach of or default under any constitutional provision, law or administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District is otherwise subject or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Order;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters that are required for the due authorization of, that would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the District of its obligations under this Contract, the Order, and the Bonds have been duly obtained or will be obtained prior to Closing, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds, compliance with the provisions of Section 5(j) hereof and approval of the Bonds by the Office of the Attorney General of the State (the “Attorney General”) and registration of the Bonds by the Office of the Comptroller of the State (the “Comptroller”), and the District shall cause a transcript of proceedings to be filed with the Attorney General in form and substance consistent with the administrative rules of the Public Finance Division of the Attorney General, which will permit the review of such transcript and the approval of the Bonds by the Attorney General, and the registration of the Bonds by the Comptroller on or before the Closing, as required by Section 7(k)(5) hereof, but subject to the discretion of the Attorney General with respect to the issuance of his approving opinion;
(f) The Bonds and the Order conform to the descriptions thereof contained in the Official Statement under the caption “THE OBLIGATIONS” and the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the subcaptions “THE OBLIGATIONS – PURPOSE OF THE OBLIGATIONS”; and the continuing disclosure agreement of the District conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”;
(g) Except as may otherwise be disclosed in the Official Statement, there is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the knowledge of the District after due inquiry, threatened against the District, affecting the existence of the District or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or and delivered to the collection of ad valorem taxes pledged Purchaser shall be deemed representations and warranties by the District to the Purchaser; The District is not in default, and has not been in default, in the payment of principal of and interest on the Bonds pursuant to the Order or in any way contesting or affecting the validity or enforceability of the Bondsof, the Orderpremium, if any, or this Contractinterest on, or contesting the exclusion from gross income of interest on the Tax-Exempt Bonds for federal income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the District or any authority for the issuance of the Bonds, the adoption of the Order or the execution and delivery of this Contract, nor, to the knowledge of the District, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Order, or this Contract;
(h) As of the date thereof and the date hereof, the Preliminary Official Statement was true and correct and did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) At the time of the District’s acceptance hereof and (unless an event occurs of the nature described in Section 3(e) hereof) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent to the “end of the underwriting period,” the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(j) If the Official Statement is supplemented or amended pursuant to Section 3(e) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent
(k) The District has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Order and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Tax-Exempt Bonds;
(l) The District will furnish such information and execute such instruments, at the sole expense of the Underwriters, and take such action in cooperation with the Representative as the Representative may reasonably request (A) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative may designate and
(z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (B) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the District will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Representative immediately of receipt by the District of any written notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;
(m) The financial statements of, and other financial information regarding, the District in the Preliminary Official Statement and Official Statement fairly present the financial position and results of operation and condition of the District as of the dates and for the periods therein set forth in accordance with generally accepted accounting principles consistently applied. There has not been any material and adverse change in the financial position or results of operation of the District since December 31, 2020, the latest date as to which audited financial information is available. Prior to the Closing, the District will not take any action within or under its control that will cause an adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the District. Except as disclosed in the Official Statement, the District is not a party to any litigation or other proceeding pending or, to its knowledge, threatened that, if decided adversely to the District, would have a materially adverse effect on the financial condition of the District;
(n) Prior to the Closing, the District will not offer or issue any bonds, notes or other obligations for borrowed moneywhich it has issued, assumed or guaranteed as to payment of principal, premium, or incur interest; Since July 22, 2009, the District has not incurred any material liabilities, direct or contingent, payable from or secured by nor has there been any adverse change in the financial position of the ad valorem tax revenues that will secure the BondsDistrict, unless approved by the Representative (such approval whether or not to be unreasonably withheld), except arising from transactions in the ordinary course of business for business; At or prior to the District;
(o) Any certificateClosing Date, signed by any official except as may be required under the securities law of the State, all approvals, consents and orders of any governmental authority having jurisdiction in the matter which would constitute a condition precedent to any of the actions to be taken by the District authorized to do so in connection with the transactions described in this Contract, shall be deemed a
(p) The District, respect to the extent heretofore requested by the Representative, has delivered Bonds prior to the Representative true, correct, complete, Closing Date will have been obtained and legible copies will be in full force and effect; Upon issuance of all information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Bonds, the District shall file with the department of finance and true correctadministration a copy of the resolution that authorizes the issuance of the bonds, completethe agreement, if any, with the Paying Agent/Registrar and the name, address, telephone number of the Paying Agent/Registrar; and The District agrees to provide continuing disclosure to the Purchaser, as the Purchaser may require, that shall include, but not be limited to: annual audits, operational data required to update information in any disclosure documents used to assign or securitize debt service on the Bonds by issuance of bonds by the Purchaser pursuant to the Indenture, as defined below, and legible copies notification of all correspondence or other communications relating, directly or indirectly, thereto; and
(q) The District covenants that between any event deemed material by the date hereof and the Closing it will take no actions within or under its control that will cause the representations and warranties made in this Section to be untrue as of the ClosingPurchaser.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the District. The District hereby represents and represents, warrants to and covenants with to the Underwriters Underwriter and the District that:
(a) The District is a political subdivision of the State of Texas, a governmental agency and body politic and corporatecounty water district, duly created, organized, organized and existing in good standing under the Constitution and laws of the State of Texas and at California (the date of “State”), including the Closing will have County Water District Law.
(b) The District has full legal right, power and authority under the Act and the Order (i) to adopt or enter into, execute as the case may be, and deliver this Contract and all documents required hereunder to be executed and delivered by the District, (ii) to sell, issue and deliver the Bonds to the Underwriters as provided herein, (iii) to carry out and consummate the transactions described in this Contract, the Order, and the Official Statement and (iv) to utilize the proceeds from the sale of the Bonds for the purposes as described in the Official Statement, and on its part contemplated by the District has complied, and will at the Closing be in compliance, in all material respects, with the terms of the Act and the Order as they pertain to such transactions;Documents.
(bc) By all necessary official action of the District prior to or concurrently with the acceptance hereofaction, the District has duly authorized all necessary action to be taken and approved the District Documents, has duly authorized and approved the Preliminary Official Statement, will, by it for (i) execution thereof, duly authorize and approve the adoption of Official Statement, and has duly authorized and approved the Order and the issuance and sale of the Bonds, (ii) the approval, execution and delivery of, and the performance by the District of the obligations on its part, part contained in the Bondsin, the Order, District Documents and this Contract, and (iii) the consummation by it of all other transactions described contemplated by the District Documents in connection with the Official Statementissuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the Order, this Contract and any
(c) The Order and this Contract District Documents will constitute legal, the legally valid and binding agreements obligations of the District, District enforceable in accordance with their respective terms, subject to principles of governmental immunity of political subdivisions and except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other or similar laws and or equitable principles of equity relating to or affecting the enforcement of creditors’ rights generally, or by general principles of equity that permit the exercise of judicial discretion; discretion and the Bondslimitations on legal remedies against joint powers authorities in the State. The District has complied, when issuedand will at the Closing be in compliance in all material respects, delivered and paid for, in accordance with the Order and this Contract, will constitute legal, valid and binding obligations terms of the District entitled to the benefits of the Order and be enforceable in accordance with their terms, subject to principles of governmental immunity of political subdivisions and by bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Order will provide the legally valid and binding pledge of ad valorem taxes as set forth in the Order;Documents
(d) The To the best of its knowledge, the District is not aware nor has it been notified that it is in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of the State any state or of the United States States, or any agency or instrumentality of either, or any applicable judgment or decree decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party which breach or to which default has or may have a materially adverse effect on the ability of the District is otherwise subjectto perform its obligations under the District Documents, and no event has occurred and is continuing that constitutes or which with the passage of time or the giving of notice, or both, would constitute such a default or event of default by the District under any of the foregoingsuch instrument; and the adoption, execution and delivery of the BondsDistrict Documents, this Contract and the adoption of the Order if applicable, and compliance with the provisions on the District’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 or law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party party, nor will any such execution, delivery, adoption or to which 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 District is otherwise subject or under the terms of any such law, regulation or instrument, except as may be provided by the Bonds and the Order;District Documents.
(e) All To the best of its knowledge, all material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters that matter which are required for the due authorization ofby, that or which would constitute a condition precedent to, to or the absence of which would materially adversely affect the due performance by the District of its obligations under this Contract, in connection with the Order, and the Bonds District Documents have been duly obtained or will or, when required for future performance, are expected to be obtained prior to Closingobtained, except for other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction state in connection with the offering and sale of the Bonds; except as described in or contemplated by the Preliminary Official Statement and the Official Statement, compliance with the provisions all authorizations, approvals, licenses, permits, consents and orders of Section 5(j) hereof and approval any governmental authority, board, agency or commission having jurisdiction of the Bonds by matter which are required for the Office due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the Attorney General of the State (the “Attorney General”) and registration of the Bonds by the Office of the Comptroller of the State (the “Comptroller”)due performance by, and the District shall cause a transcript of proceedings to be filed with its obligations under the Attorney General in form and substance consistent with the administrative rules of the Public Finance Division of the Attorney General, which will permit the review of such transcript and the approval of the Bonds by the Attorney General, and the registration of the Bonds by the Comptroller on or before the Closing, as required by Section 7(k)(5) hereof, but subject to the discretion of the Attorney General with respect to the issuance of his approving opinion;District Documents have been duly obtained.
(f) The Bonds District hereby agrees that it will notify the other parties hereto if, within the period from the date of this Purchase Agreement to and including the Order conform to date twenty-five (25) days following the descriptions thereof contained end of the underwriting period (as defined herein), the District discovers any pre- existing or subsequent fact or becomes aware of the occurrence of any event, in any such case, which might cause the Official Statement under (as the caption “THE OBLIGATIONS” and same may have then been supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the proceeds statements therein, in the light of the sale of the Bonds will be applied generally as described in the Official Statement circumstances under the subcaptions “THE OBLIGATIONS – PURPOSE OF THE OBLIGATIONS”; and the continuing disclosure agreement of the District conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”;which they were made, not misleading.
(g) Except As of the time of acceptance hereof and the Closing, except as may otherwise be disclosed in the Official Statement, there is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agencygovernmental authority, public board or body, pending orpending, with service of process upon the District having been accomplished, or threatened in writing to the knowledge of District: (i) in any way questioning the District after due inquiry, threatened against the District, affecting the corporate existence of the District or the titles of its the officers of the District to their respective offices; (ii) affecting, or affecting contesting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of any of the Bonds Bonds, or the payment or collection of ad valorem taxes any amounts pledged or to be pledged to pay the payment of principal of and interest on the Bonds pursuant to the Order Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, Bonds or the Order, other District Documents or this Contractthe consummation of the transactions contemplated thereby or hereby, or contesting the exclusion from gross income of the interest on the Tax-Exempt Bonds for federal income tax purposes, from taxation or contesting the powers of the District or its authority to issue the Bonds; (iii) which would be likely to result in any way material adverse change relating to the business, operations or financial condition of the District; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, thereto or contesting the powers of the District or any authority for the issuance of the Bonds, the adoption of the Order or the execution and delivery of this Contract, nor, to the knowledge of the District, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Order, or this Contract;
(h) As of the date thereof and the date hereof, asserting that the Preliminary Official Statement was true and correct and did not and does not contain or the Official Statement contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;.
(ih) At the time of To the District’s acceptance hereof and (unless an event occurs best knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in Section 3(eclauses (i) hereofthrough (iv) at all times subsequent thereto during the period up to and including twenty-five of paragraph 6(g).
(25i) days subsequent to the “end of the underwriting period,” The information in the Official Statement set forth under the captions “THE DISTRICT” does not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;.
(j) If The District will refrain from taking any action, or permitting any action to be taken, with regard to which the Official Statement is supplemented or amended pursuant to Section 3(e) hereofDistrict may exercise control, at that results in the time loss of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including twentytax-five (25) days subsequentexempt status of the interest on the Bonds.
(k) The District has the legal authority to apply and will applyrefrain from taking any action, or cause permitting any action to be appliedtaken, to reduce the proceeds from the sale amount of Net Revenues while the Bonds as provided in and subject to all of the terms and provisions of the Order and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Tax-Exempt Bonds;are Outstanding.
(l) The District will furnish such information and execute such instruments, at the sole expense of the Underwriters, and take such action in cooperation with the Representative as the Representative may reasonably request (A) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative may designate and
(z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (B) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the District will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Representative immediately of receipt by the District of any written notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;
(m) The financial statements of, and other financial information regarding, the District in the Preliminary Official Statement and Official Statement fairly present the financial position and results of operation and condition of the District as of the dates and for the periods therein set forth in accordance with generally accepted accounting principles consistently applied. There has not been any material and adverse change in the financial position or results of operation of the District since December 31, 2020, the latest date as to which audited financial information is available. Prior to the Closing, the District will not take any action within or under its control that will cause an adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the District. Except as disclosed in the Official Statement, the District is not a party to any litigation or other proceeding pending or, to its knowledge, threatened that, if decided adversely to the District, would have a materially adverse effect on the financial condition of the District;
(n) Prior to the Closing, the District will not offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from or secured by any of the ad valorem tax revenues that will secure the Bonds, unless approved by the Representative (such approval not to be unreasonably withheld), except in the ordinary course of business for the District;
(o) Any certificate, certificate signed by any official officer of the District authorized to do so execute such certificate in connection with the transactions described in this Contractexecution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a
(p) The District, a representation and warranty of the District to the extent heretofore requested by the Representative, has delivered Underwriter to the Representative true, correct, complete, and legible copies of all information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Bonds, and true correct, complete, and legible copies of all correspondence or other communications relating, directly or indirectly, thereto; and
(q) The District covenants that between the date hereof and the Closing it will take no actions within or under its control that will cause the representations and warranties statements made in this Section to be untrue as therein but not of the Closingperson signing such certificate.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the District. The District hereby represents and warrants to and covenants with the Underwriters that:
(a) The District is a public body politic and corporate and a political subdivision of the State of Texas, a governmental agency and body politic and corporate, Colorado (the “State”) duly created, organized, organized and existing in good standing under the laws of the State State, including particularly the Regional Transportation District Act, Article 9 of Texas Title 32, Colorado Revised Statutes, as amended and at supplemented (the date of “Act”), and has full legal right, power and authority under the Act, and on the Closing Date will have full legal right, power and authority under the Act and the Order District Resolution
(i) to adopt the District Resolution and to enter into, execute and deliver this Contract Agreement, the Lease and the Continuing Disclosure Agreement (the “Undertaking”) between the District and Digital Assurance Certification, L.L.C., in its capacity as dissemination agent thereunder (the “Dissemination Agent”), and all documents required hereunder and thereunder to be executed and delivered by the DistrictDistrict (this Agreement, the District Resolution, the Lease, the Undertaking and the other documents referred to in this clause are hereinafter referred to as the “District Documents”), (ii) to sell, issue and deliver lease the Bonds 2023 Leased Property (as defined in the Lease) from the Corporation pursuant to the Underwriters as provided hereinLease, and (iii) to carry out and consummate the transactions described in this Contract, contemplated by the Order, District Documents and the Official Statement and (iv) to utilize the proceeds from the sale of the Bonds for the purposes as described in the Official Statement, and the District has complied, and will at the Closing be in compliance, compliance in all material respects, with the terms of the Act and the Order District Documents as they pertain to such transactions;
(b) By all necessary official action of the District prior to or concurrently with the acceptance hereof, the District has duly authorized all necessary action to be taken by it for (i) the adoption of the Order and the issuance and sale of the BondsDistrict Resolution, (ii) the approval, execution and delivery ofof the District Documents, and the performance by the District of the obligations on its part, contained in the Bonds, the Order, and this Contract, District Documents and (iii) the consummation by it of all other transactions described contemplated by the Official Statement and the District Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the District in order to carry out, give effect to, and consummate the transactions contemplated herein and in the Official Statement, the Order, this Contract and any;
(c) The Order and this Contract District Documents constitute legal, valid and binding agreements obligations of the District, enforceable in accordance with their respective terms, subject to principles of governmental immunity of political subdivisions and by bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights or by general principles of equity that permit the exercise of judicial discretion; the Bonds, when issued, delivered and paid for, in accordance with the Order and this Contract, will constitute legal, valid and binding obligations of the District entitled to the benefits of the Order and be enforceable in accordance with their terms, subject to principles of governmental immunity of political subdivisions and by bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; upon the issuance, authentication and delivery of the Bonds as aforesaid, the Order will provide the legally valid and binding pledge of ad valorem taxes as set forth in the Order;
(d) The District is not aware nor has it been notified that it is in material breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District is or any of its property or assets are otherwise subject, and no event has occurred and is continuing that which constitutes or with the passage of time or the giving of notice, or both, would constitute an event of nonappropriation, a default or an event of default by the District under any of the foregoing, which may have a material adverse impact on the District, the District Documents or the obligations of the District with respect thereto; and none of the adoption of the District Resolution, the execution and delivery of the Bondsother District Documents, this Contract and or the adoption of the Order and compliance with the provisions on the District’s part contained therein, in the District Documents will not conflict with or constitute a breach of or default under any constitutional provision, law or administrative ad ministrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District is or to which any of its property or assets are otherwise subject which may have a material adverse impact on the District, the District Documents or the obligations of the District with respect thereto, nor will any such execution, delivery, adoption or complianceresult 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 District or under the terms of any such law, regulation or instrument, except as permitted or provided by the Bonds Lease, the Indenture and the OrderDistrict Resolution;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters that matter which are required for the due authorization of, that which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the District of its obligations under this Contract, the Order, and the Bonds District Documents have been duly obtained or will be obtained prior to Closing, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds, compliance with the provisions of Section 5(j) hereof and approval of the Bonds by the Office of the Attorney General of the State (the “Attorney General”) and registration of the Bonds by the Office of the Comptroller of the State (the “Comptroller”), and the District shall cause a transcript of proceedings to be filed with the Attorney General in form and substance consistent with the administrative rules of the Public Finance Division of the Attorney General, which will permit the review of such transcript and the approval of the Bonds by the Attorney General, and the registration of the Bonds by the Comptroller on or before the Closing, as required by Section 7(k)(5) hereof, but subject to the discretion of the Attorney General with respect to the issuance of his approving opinion;
(f) The Bonds and the Order conform to the descriptions thereof contained in the Official Statement under the caption “THE OBLIGATIONS” and the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the subcaptions “THE OBLIGATIONS – PURPOSE OF THE OBLIGATIONS”; and the continuing disclosure agreement of the District conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”;
(g) Except as may otherwise be disclosed in the Official Statement, there is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the District after due inquiryDistrict, threatened against the District, affecting the existence of the District or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance execution or delivery of the Bonds or the collection of ad valorem taxes pledged to the payment of principal of and interest on the Bonds pursuant to the Order Certificates or in any way contesting or affecting the validity or enforceability of the Bonds, Certificates or the Order, or this ContractDistrict Documents, or contesting the exclusion from gross income of interest on the Tax-Exempt Bonds Certificates for federal income tax purposes or State income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the District or any authority for the issuance of the BondsDistrict, the adoption of the Order District Resolution, the lease of the 2023 Leased Property by the District pursuant to the Lease, or the execution and delivery of this Contract, nor, to the knowledge of the District, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Order, or this ContractDistrict Documents;
(hg) As of the its date thereof and as of the date hereof, the Preliminary Official Statement was true and correct and did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ih) At the time of the District’s acceptance hereof and (unless an event occurs the Official Statement is amended or supplemented pursuant to paragraph (d) of the nature described in Section 3(e) 3 hereof) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequent to the “end of the underwriting period,” Closing Date, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ji) If the Official Statement is supplemented or amended pursuant to paragraph (d) of Section 3(e) 3 hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended oramended pursuant to such paragraphparagraph (d) of Section 3 hereof) at all times subsequent thereto during the period up to and including twenty-five (25) days subsequentthe Closing Date, the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which made, not misleading;
(kj) The District has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of saleof the Bonds Certificates as provided in and subject to all of the terms and provisions of the Order Indenture and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes or State income tax purposes of the interest on the Tax-Exempt BondsCertificates;
(l) The District will furnish such information and execute such instruments, at the sole expense of the Underwriters, and take such action in cooperation with the Representative as the Representative may reasonably request (A) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative may designate and
(z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (B) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the District will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Representative immediately of receipt by the District of any written notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;
(mk) The financial statements of, of the District and other financial information regarding, regarding the District in the Preliminary Official Statement and the Official Statement fairly present the financial position and results of operation and condition of the District as of the dates and for the periods therein set forth in accordance with generally accepted accounting principles consistently applied. There has not been any material and adverse change in the financial position or results of operation of the District since December 31, 2020, the latest date as to which audited financial information is available. Prior to the Closing, the District will not take any action within or under its control that will cause an adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Districtforth. Except as disclosed in the Preliminary Official Statement or the Official Statement, the District is not a party to any litigation or other proceeding pending or, to its knowledge, threatened thatwhich, if decided adversely to the District, would have a materially adverse effect on the financial condition of the District;
(nl) Prior to the Closing, Closing the District will not offer or issue any certificates, bonds, notes or other obligations for borrowed money, money or incur any material liabilities, direct or contingent, payable from or secured by any of the ad valorem tax revenues that will secure Trust Estate (as defined in the Bonds, unless approved Indenture) except as permitted by the Representative (such approval not to be unreasonably withheld), except in the ordinary course of business for the DistrictIndenture;
(om) Except as otherwise disclosed in the Official Statement, the District has not failed during the previous five years to comply in all material respects with any previous undertakings in a written continuing disclosure contract or agreement under Rule 15c2 -12; and
(n) Any certificate, signed by any authorized official of the District authorized and delivered to do so in connection with the transactions described in this ContractRepresentative, shall be deemed a
(p) The District, a representation and warranty by the District to the extent heretofore requested by the Representative, has delivered Underwriters as to the Representative true, correct, complete, and legible copies of all information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Bonds, and true correct, complete, and legible copies of all correspondence or other communications relating, directly or indirectly, thereto; and
(q) The District covenants that between the date hereof and the Closing it will take no actions within or under its control that will cause the representations and warranties statements made in this Section to be untrue as of the Closingtherein.
Appears in 1 contract
Samples: Certificate Purchase Agreement
