Representations, Warranties and Covenants of the Issuer. Upon the execution of the applicable Terms Agreement, the Issuer represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:
(i) The Registration Statement has been filed with the Commission and such Registration Statement, as amended, has become effective; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement;
(ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Issuer has advised the Representatives, before such time, will be included or made therein;
(iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include 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 not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include 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 not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Issuer or the Company by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus;
(iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to sta...
Representations, Warranties and Covenants of the Issuer. The Issuer makes the following representations, warranties and covenants:
(i) This Agreement is a valid and binding agreement of the Issuer enforceable in accordance with its terms.
(ii) The Issuer has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Securities pursuant to which it has agreed, or will agree, to comply with instructions (as defined in Section 8-102 of the UCC) of such person. The Issuer has not entered into any other agreement with the Lien Grantor or the Secured Party purporting to limit or condition the obligation of the Issuer to comply with instructions as agreed in Section 2 hereof.
Representations, Warranties and Covenants of the Issuer. Upon the execution of the applicable Terms Agreement, the Issuer represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:
(a) (i) The Registration Statement, including the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of the Notes has been filed with the Commission and the Registration Statement, as amended, has become effective, remains effective and the conditions to the use of such Registration Statement, as set forth in the General Instructions to Form SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement;
Representations, Warranties and Covenants of the Issuer. The Issuer
(a) The Issuer is a separate public body corporate and politic duly organized and created by the Board of County Commissioners of Escambia County, Florida, under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master Indenture.
(b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full power and authority to consummate all transactions contemplated by this Origination Agreement, each Series of Bonds, the Interlocal Agreements and the Indenture, and any and all other agreements, documents and instruments relating thereto.
(c) The Issuer proposes to issue Bonds from time to time to finance Programs on the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded with the proceeds of the Bonds) for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Program.
(d) In respect of Mortgage Loans purchased with proceeds of Bonds, the execution and delivery of the Program Documents by the Issuer, the issuance of the Bonds by the Issuer in the manner contemplated by the Indenture, and the performance of and compliance with the terms of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents and the Indenture.
(e) This Agreement, as supplemented with respect to each Program by a related Invitation and the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, moratorium, or other laws affecting...
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to, and covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, representations, warranties and covenants in connection with the transactions contemplated herein:
(a) the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of British Columbia;
(b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction;
(c) this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Offering;
(d) the common shares of the Issuer are, and will continue to be as of the Closing Date, listed and posted for trading on Nasdaq and the TSX;
(e) the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable;
(f) the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Securities;
(g) no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer or prohibiting sale of its securities by the directors, officers or promoters of the Issuer;
(h) the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those jurisdictions;
(i) upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the DRS Advices or certificates representing, as applicable, such Unit Shares and Warrants will be validly delivered;
(j) upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer;
(k) it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares;
(l) other than with respect to the Offering,...
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants as follows:
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents, warrants and covenants for itself (unless otherwise provided):
(i) It is duly organized and validly existing under the laws of the jurisdiction of its organization and in good standing and duly qualified to do business in each jurisdiction where the failure to do so would have a material adverse effect upon its financial condition and business;
(ii) It has power, and is duly authorized, to execute and deliver this Amendment, and it is authorized to perform its obligations under this Amendment;
(iii) The execution, delivery and performance of this Amendment does not and will not require any consent or approval of any Governmental Authority, manager or any other Person which is not being obtained herein;
(iv) This Amendment, when duly executed and delivered by the parties hereto, shall be legal, valid and binding obligation of Issuer, enforceable against Issuer in accordance with the terms set forth herein;
(v) No Early Amortization Event, Event of Default or Manager Default or event which, with notice or lapse of time or both, would constitute an Early Amortization Event, Event of Default or Manager Default has occurred and is continuing, and no Early Amortization Event, Event of Default or Manager Default shall occur as a result of the execution, delivery and performance of this Amendment; and
(vi) Each of the conditions precedent necessary to amend the Agreement as set forth herein have been, or contemporaneously with the execution of this Amendment will be, satisfied.
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriters that:
(a) The Issuer is a duly organized political subdivision and body corporate and politic of the State of Texas (the “State”) duly created, organized and existing under the laws of the State, and has full legal right, power and authority pursuant to the Constitution and general laws of the State, including Subchapter C of Chapter 271, Texas Local Government Code, as amended (the “Act”), and at the date of the Closing will continue to have full legal right, power and authority under the Act and the Order, (i) to adopt the Order and to enter into, execute and deliver this Contract, and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Contract and the Order, which contains the Undertaking (as defined in Section 6(i)(2) hereof), are hereinafter referred to as the “Issuer Documents”), (ii) to sell, issue and deliver the Certificates to the Underwriters as provided herein, and (iii) to carry out and consummate the transactions described in the Issuer Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance, in all material respects, with the terms of the Act and the Issuer Documents as they pertain to such transactions;
(b) By all necessary official action of the Issuer prior to or concurrently with the acceptance of this Contract, the Issuer has duly authorized all necessary action to be taken by it for the (i) adoption of the Order and the issuance and sale of the Certificates, (ii) approval of the Preliminary Official Statement and the Official Statement, (iii) approval, execution and delivery of, and the performance by the Issuer of the obligations on its part contained in, the Certificates and the Issuer Documents, and (iv) consummation by the Issuer of all other transactions described in the Official Statement, the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered, and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions described herein and in the Official Statement;
(c) The Issuer Documents constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to principles of sovereign immunity of political subdivisions, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of e...
Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants and covenants as of the date of this Agreement and as of the Closing Date, as follows:
(a) The Issuer is a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio and the City Charter and has full power and authority thereunder and under the Bond Legislation to: (i) enter into this Agreement;
(ii) issue, sell and deliver the Bonds as provided in this Agreement; and (iii) perform its obligations under and as contemplated in the Basic Documents and the Bonds.
(b) The City Council has duly passed the Bond Ordinance, which authorizes (i) the execution and delivery of the Certificate of Award, (ii) the execution, delivery and due performance of the Basic Documents and the Bonds, and (iii) the taking of any action as may be required on the part of the Issuer to consummate the transactions contemplated in the Basic Documents and the Bonds. All necessary approvals of those transactions have been obtained and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Issuer in connection with any of the foregoing transactions.
(c) When delivered to and paid for by the Purchaser, the Bonds will have been duly authorized, executed, issued, and delivered by, and will constitute valid and legal general obligations of, the Issuer, and the principal of and interest on the Bonds, unless paid from other sources and subject to bankruptcy laws and other laws affecting creditors’ rights and the exercise of judicial discretion, are to be paid from the proceeds of the levy of ad valorem taxes, within the ten-mill limitation imposed by law, on all property subject to ad valorem taxes levied by the Issuer and other sources (if any) as described in the Bond Legislation.
(d) The execution and delivery of this Agreement, the Certificate of Award and the Bonds, the passage of the Bond Ordinance, and compliance with the provisions of this Agreement and of those documents, (i) will not conflict with or result in a violation by the Issuer of the Ohio Constitution, or any laws of the State of Ohio, the City Charter or of any other applicable jurisdiction, including (without limitation, any debt limitations or other restrictions or conditions on the debt-issuing power of the Issuer),...
Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants, covenants and agrees with each Purchaser that, as of the Closing Date:
(a) The Issuer is a statutory trust duly formed, organized and existing under the laws of the state of Delaware and has the full legal right, power and authority to (i) adopt the resolutions authorizing the issuance of the Bonds, (ii) enter into the Transaction Documents (defined below) to which it is a party and to carry out the terms thereof, (iii) issue, sell and deliver the Bonds to Purchasers as provided herein and (iv) carry out and consummate the transactions as to the Bonds on its part contemplated by the Transaction Documents to which it is a party.
(b) All necessary official action has been taken by the Issuer with respect to, and the Issuer has duly authorized and approved the adoption or execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Transaction Documents to which it is a party, and the related authorizing resolutions and such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. The Bonds have been duly authorized by the Issuer and, when the Bonds are authenticated, delivered and paid for pursuant to this Agreement, such Bonds will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer entitled to the benefits provided by the Indenture, and enforceable in accordance with terms and conditions therein, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). When executed and delivered by the Issuer, each of the Transaction Documents to which it is a party will constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).
(c) Assuming that the representations, warranties and covenants of each Purchaser contained in ...
