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 equity relating to or affecting the enforcement of creditors’ rights; the Certificates, when issued, delivered and paid for, in accordance with the Order and this Contract, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Order and enforceable in accordance with their terms, subject to principles of sovereign immunity of political subdivisions, 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 Certificates as aforesaid, the Order will provide, for the benefit of the holders, from time to time, of the Certificates, for the levy and collection of an annual ad valorem tax, levied within the limits prescribed by law, against all taxable property located within Grayson County, Texas for the payment of the Certificates; (d) On the date hereof, the Issuer is not, and on the date of Closing the Issuer will not be, in 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 Issuer is a party or to which the Issuer is, or any of its property or assets are, otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates and the Issuer Documents and the adoption of the Order and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documents, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the Issuer is a party or to which the Issuer is, or to which any of its property or assets are, otherwise subject, nor will any such execution, delivery, adoption or 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, revenue, or assets of the Issuer to be pledged to secure the Certificates or under the terms of any such law, regulation or instrument, except as provided by the Certificates and the Order; (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over the matters which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents and the Certificates, have been duly obtained or will be duly obtained prior to the date of 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 Certificates. (f) The Certificates and the Order conform to the descriptions thereof contained in the Official Statement under the caption “THE CERTIFICATES”; the proceeds of the sale of the Certificates will be applied generally as described in the Official Statement under the subcaption “THE CERTIFICATES – Sources and Uses of Funds” and will be used for the purposes set forth in the Order and in the Official Statement under the caption “PLAN OF FINANCING”, and the Undertaking (as defined in Section 6(i)(2) hereof) conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”; (g) 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 Issuer, threatened against the Issuer, in any way (i) contesting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates or the levy, assessment, and/or collection of the ad valorem taxes pledged to the payment of the principal of and interest on the Certificates, (iii) contesting or affecting the validity or enforceability of the Certificates or the Issuer Documents, (iv) contesting the exclusion from gross income of interest on the Certificates for federal income tax purposes, (v) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or (vi) contesting the powers of the Issuer or any authority for the issuance of the Certificates, the adoption of the Order, or the execution and delivery of the Issuer Documents, nor, to the knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates or the Issuer Documents; (h) As of the date thereof, the Preliminary Official Statement did 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 Issuer’s acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to Section 3(c) of this Contract) at all times subsequent thereto during the period up to and including the date of Closing, 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(c) of this Contract, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Section) at all times subsequent thereto during the period up to and including the date of Closing, 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 they were made, not misleading; (k) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates 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 Certificates; (l) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Underwriters as the Representative may reasonably request, at no expense to the Issuer, (A) to (i) qualify the Certificates 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 (ii) determine the eligibility of the Certificates 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 Certificates (provided, however, that the Issuer 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 Issuer of any notification with respect to the suspension of the qualification of the Certificates 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 Issuer contained in the Preliminary Official Statement and the Official Statement fairly present the financial position of the Issuer as of the dates and for the periods therein set forth, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and the other financial information has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included in the Preliminary Official Statement and the Official Statement. Prior to the Closing, the Issuer 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 Issuer from that described in the Preliminary Official Statement or Official Statement. Except as may be described in the Official Statement, the Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer; (n) The Issuer will not, prior to Closing, offer or issue any bonds, notes or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business), direct or contingent, payable from or secured by any of the Issuer’s ad valorem tax revenues which will secure the Certificates without the prior approval of the Representative, such approval not to be unreasonably withheld; (o) Any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions described in this Contract, shall be deemed a representation and warranty by the Issuer to the Underwriters as to the statements made therein; (p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates; (q) The Issuer covenants that between the date hereof and the Closing it will take no action which will cause the representations and warranties made in this Section to be materially untrue as of the date of Closing; and (r) To the knowledge of the Issuer, the Official Statement contains all information, including all financial information and operating data, as required by the Rule. Except as may be disclosed in the Official Statement, the Issuer has complied in all material respects with all continuing disclosure agreements made by it in accordance with the Rule during the last five years.
Appears in 1 contract
Samples: Purchase Contract
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriters Underwriter that:
(a) The Issuer is a duly organized political subdivision and body corporate and politic of the State of Texas (the “State”) within Xxxxxxxxxx County, Texas (the “County”), duly createdoperating as a road district pursuant to Article III, organized Section 52, of the Texas Constitution and existing under the laws of the State of Texas (the “State”), including particularly Chapter 257, Texas Transportation Code, as amended, and has full legal right, power and authority pursuant to the Constitution and general laws of the State, including Subchapter C of Chapter 2711471, Texas Local Government Code, as amended (collectively, the “ActActs”), and at the date of the Closing will continue to have full legal right, power and authority under the Act Acts and the Order, Bond Order (i) to adopt the Order and to enter into, execute and deliver this ContractAgreement, the Bond Order, the Continuing Disclosure Undertaking (as defined in Section 6(i)(3) hereof), and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Contract Agreement, the Bond Order, and the Order, which contains the Continuing Disclosure 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 Bonds to the Underwriters Underwriter as provided herein, and (iii) to carry out and consummate the transactions described in contemplated by the Issuer Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance, compliance in all material respects, with the terms of the Act Acts and the Issuer Documents as they pertain to such transactions;
(b) By all necessary official action The Commissioners Court, acting as the governing body of the Issuer Issuer, prior to or concurrently with the acceptance of this Contracthereof, the Issuer has duly authorized all necessary action to be taken by it them for the (i) the adoption of the Bond Order and the issuance and sale of the CertificatesBonds, (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 part, contained in, in the Certificates Bonds and the Issuer Documents, Documents and (iviii) the consummation by the Issuer it of all other transactions described in contemplated by the Official Statement, Statement and the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions described contemplated 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 subdivisionsgovernmental immunity, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; the CertificatesBonds, when issued, delivered and paid for, in accordance with the Bond Order and this ContractAgreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Bond Order and enforceable in accordance with their terms, subject to principles of sovereign immunity of political subdivisionsgovernmental immunity, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights. Upon ; upon the issuance, authentication and delivery of the Certificates Bonds as aforesaid, the Bond Order will provide, for the benefit of the holders, from time to time, of the CertificatesBonds, for the levy legally valid and collection binding pledge of an annual ad valorem tax, levied within and lien it purports to create as set forth in the limits prescribed by law, against all taxable property located within Grayson County, Texas for the payment of the CertificatesBond Order;
(d) On To the date hereofbest of its knowledge, the Issuer is not, and on the date of Closing the Issuer will not be, in 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 Issuer is a party or to which the Issuer is, is or any of its property or assets are, are otherwise subject, and no event event, which would have a material and adverse effect upon the business or financial condition of the Issuer, has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates and Bonds, the Issuer Documents and the adoption of the Bond Order and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documentstherein, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, law or administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, agreement or other instrument to which the Issuer is a party or to which the Issuer is, is or to which any of its property or assets are, are otherwise subject, subject nor will any such execution, delivery, adoption or 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, revenue, property or assets of the Issuer to be pledged to secure the Certificates Bonds or under the terms of any such law, regulation or instrument, except as provided by the Certificates Bonds and the Bond Order;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over of the matters which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under under, the Issuer Documents and the Certificates, Bonds have been duly obtained or will be duly obtained prior to the date of 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 Certificates.Bonds;
(f) The Certificates Bonds and the Bond Order conform to the descriptions thereof contained in the Official Statement under the caption “THE CERTIFICATESBONDS”; the proceeds of the sale of the Certificates Bonds will be applied generally as described in the Official Statement under the subcaption captions “THE CERTIFICATES – BONDS - Sources and Uses of Funds” and will be used for the purposes set forth in the Order and in the Official Statement under the caption “PLAN OF FINANCINGProceeds”, ; and the Continuing Disclosure Undertaking (as defined in Section 6(i)(2) hereof) conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”;
(g) Except as may otherwise be described in the Official Statement, during the last five (5) years the Issuer has complied in all material respects with its previous Continuing Disclosure Undertakings made by it in accordance with the Rule;
(h) 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 IssuerIssuer after due inquiry, threatened against the Issuer, in any way (i) contesting affecting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii) or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates Bonds or the levy, assessment, and/or collection of the ad valorem taxes pledged to the payment of the principal of and interest on the Certificates, (iii) Bonds pursuant to the Bond Order or in any way contesting or affecting the validity or enforceability of the Certificates Bonds or the Issuer Documents, (iv) or contesting the exclusion from gross income of interest on the Certificates Bonds for federal income tax purposes,
(v) , 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 (vi) contesting the powers of the Issuer or any authority for the issuance of the CertificatesBonds, the adoption of the Order, Bond Order or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates Bonds or the Issuer Documents;
(hi) As of the date thereof, the Preliminary Official Statement did 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;
(ij) At the time of the Issuer’s acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to Section 3(cparagraph (d) of Section 3 of this ContractAgreement) at all times subsequent thereto during the period up to and including the date of Closing, 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;
(jk) If the Official Statement is supplemented or amended pursuant to Section 3(cparagraph (d) of Section 3 of this ContractAgreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Sectionparagraph) at all times subsequent thereto during the period up to and including the date of Closing, the Official Statement, Statement as so supplemented or amended, 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 they were made, not misleading;
(kl) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates Bonds as provided in and subject to all of the terms and provisions of the Bond 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 CertificatesBonds;
(lm) The Issuer will furnish such information and and, at the expense of the Underwriter, execute such instruments and take such action in cooperation with the Underwriters Underwriter as the Representative Underwriter may reasonably request, at no expense to the Issuer, request (A) to (iy) qualify the Certificates 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 Underwriter may designate and (iiz) determine the eligibility of the Certificates 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 Certificates Bonds (provided, however, that the Issuer 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 Underwriter immediately of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Certificates Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;
(mn) The financial statements of, and other financial information regarding, the Issuer contained in the Preliminary Official Statement and the Official Statement fairly present the financial position position, results of operations and condition of the Issuer as of the dates and for the periods therein set forth, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and the other financial information there has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included in the Preliminary Official Statement and the Official Statement. Prior to the Closing, the Issuer will not take any action within or under its control that will cause an no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer from that described in since the Preliminary Official Statement or Official Statement. Except as may be described in the Official Statement, the dates of such statements and information;
(o) The Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer;
(np) The Prior to the Closing, the Issuer will not, prior to Closing, not offer or issue any bonds, notes or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business)liabilities, direct or contingent, payable from or secured by any of the Issuer’s ad valorem tax revenues or assets which will secure the Certificates Bonds without the prior approval of the Representative, such approval not to be unreasonably withheldUnderwriter;
(oq) Any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions described in contemplated by this ContractAgreement, shall be deemed a representation and warranty by the Issuer to the Underwriters Underwriter as to the statements made therein;; and
(p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates;
(qr) The Issuer covenants that that, between the date hereof and the Closing date of the Closing, it will take no action which will cause the representations and warranties made in this Section to be materially untrue as of the date of the Closing; and
(r) To the knowledge of the Issuer, . By delivering the Official Statement contains all informationto the Underwriter, including all financial information and operating datathe Issuer shall be deemed to have reaffirmed, as required by the Rule. Except as may be disclosed in with respect to the Official Statement, the Issuer has complied in all material respects representations, warranties and covenants set forth above with all continuing disclosure agreements made by it in accordance with respect to the Rule during the last five yearsPreliminary Official Statement.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriters Underwriter that:
(a) The Issuer is a duly organized political subdivision and body corporate and politic of the State of Texas (the “State”) within Xxxxxxxxxx County, Texas (the “County”), duly createdoperating as a road district pursuant to Article III, organized Section 52, of the Texas Constitution and existing under the laws of the State of Texas (the “State”), including particularly Chapter 257, Texas Transportation Code, as amended, and has full legal right, power and authority pursuant to the Constitution and general laws of the State, including Subchapter C of Chapter 2711471, Texas Local Government Code, as amended (collectively, the “ActActs”), and at the date of the Closing will continue to have full legal right, power and authority under the Act Acts and the Order, Bond Order (i) to adopt the Order and to enter into, execute and deliver this ContractAgreement, the Bond Order, the Continuing Disclosure Undertaking (as defined in Section 6(i)(3) hereof), and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Contract Agreement, the Bond Order, and the Order, which contains the Continuing Disclosure 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 Bonds to the Underwriters Underwriter as provided herein, and (iii) to carry out and consummate the transactions described in contemplated by the Issuer Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance, compliance in all material respects, with the terms of the Act Acts and the Issuer Documents as they pertain to such transactions;
(b) By all necessary official action The Commissioners Court, acting as the governing body of the Issuer Issuer, prior to or concurrently with the acceptance of this Contracthereof, the Issuer has duly authorized all necessary action to be taken by it them for the (i) the adoption of the Bond Order and the issuance and sale of the CertificatesBonds, (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 part, contained in, in the Certificates Bonds and the Issuer Documents, and Documents and
(iviii) the consummation by the Issuer it of all other transactions described in contemplated by the Official Statement, Statement and the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions described contemplated 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 subdivisionsgovernmental immunity, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; the CertificatesBonds, when issued, delivered and paid for, in accordance with the Bond Order and this ContractAgreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Bond Order and enforceable in accordance with their terms, subject to principles of sovereign immunity of political subdivisionsgovernmental immunity, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights. Upon ; upon the issuance, authentication and delivery of the Certificates Bonds as aforesaid, the Bond Order will provide, for the benefit of the holders, from time to time, of the CertificatesBonds, for the levy legally valid and collection binding pledge of an annual ad valorem tax, levied within and lien it purports to create as set forth in the limits prescribed by law, against all taxable property located within Grayson County, Texas for the payment of the CertificatesBond Order;
(d) On To the date hereofbest of its knowledge, the Issuer is not, and on the date of Closing the Issuer will not be, in 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 Issuer is a party or to which the Issuer is, is or any of its property or assets are, are otherwise subject, and no event event, which would have a material and adverse effect upon the business or financial condition of the Issuer, has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates and Bonds, the Issuer Documents and the adoption of the Bond Order and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documentstherein, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, law or administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, agreement or other instrument to which the Issuer is a party or to which the Issuer is, is or to which any of its property or assets are, are otherwise subject, subject nor will any such execution, delivery, adoption or 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, revenue, property or assets of the Issuer to be pledged to secure the Certificates Bonds or under the terms of any such law, regulation or instrument, except as provided by the Certificates Bonds and the Bond Order;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over of the matters which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under under, the Issuer Documents and the Certificates, Bonds have been duly obtained or will be duly obtained prior to the date of 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 Certificates.Bonds;
(f) The Certificates Bonds and the Bond Order conform to the descriptions thereof contained in the Official Statement under the caption “THE CERTIFICATESBONDS”; the proceeds of the sale of the Certificates Bonds will be applied generally as described in the Official Statement under the subcaption captions “THE CERTIFICATES – BONDS - Sources and Uses of Funds” and will be used for the purposes set forth in the Order and in the Official Statement under the caption “PLAN OF FINANCINGProceeds”, ; and the Continuing Disclosure Undertaking (as defined in Section 6(i)(2) hereof) conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”;
(g) The District has not made a previous Continuing Disclosure Undertaking in accordance with the Rule;
(h) 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 IssuerIssuer after due inquiry, threatened against the Issuer, in any way (i) contesting affecting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii) or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates Bonds or the levy, assessment, and/or collection of the ad valorem taxes pledged to the payment of the principal of and interest on the Certificates, (iii) Bonds pursuant to the Bond Order or in any way contesting or affecting the validity or enforceability of the Certificates Bonds or the Issuer Documents, (iv) or contesting the exclusion from gross income of interest on the Certificates Bonds for federal income tax purposes,
(v) , 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 (vi) contesting the powers of the Issuer or any authority for the issuance of the CertificatesBonds, the adoption of the Order, Bond Order or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates Bonds or the Issuer Documents;
(hi) As of the date thereof, the Preliminary Official Statement did 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;
(ij) At the time of the Issuer’s acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to Section 3(cparagraph (d) of Section 3 of this ContractAgreement) at all times subsequent thereto during the period up to and including the date of Closing, 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;
(jk) If the Official Statement is supplemented or amended pursuant to Section 3(cparagraph (d) of Section 3 of this ContractAgreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Sectionparagraph) at all times subsequent thereto during the period up to and including the date of Closing, the Official Statement, Statement as so supplemented or amended, 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 they were made, not misleading;
(kl) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates Bonds as provided in and subject to all of the terms and provisions of the Bond 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 CertificatesBonds;
(lm) The Issuer will furnish such information and and, at the expense of the Underwriter, execute such instruments and take such action in cooperation with the Underwriters Underwriter as the Representative Underwriter may reasonably request, at no expense to the Issuer, request (A) to (iy) qualify the Certificates 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 Underwriter may designate and (iiz) determine the eligibility of the Certificates 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 Certificates Bonds (provided, however, that the Issuer 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 Underwriter immediately of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Certificates Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;
(mn) The financial statements of, and other financial information regarding, the Issuer contained in the Preliminary Official Statement and the Official Statement fairly present the financial position position, results of operations and condition of the Issuer as of the dates and for the periods therein set forth, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and the other financial information there has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included in the Preliminary Official Statement and the Official Statement. Prior to the Closing, the Issuer will not take any action within or under its control that will cause an no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer from that described in since the Preliminary Official Statement or Official Statement. Except as may be described in the Official Statement, the dates of such statements and information;
(o) The Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer;
(np) The Prior to the Closing, the Issuer will not, prior to Closing, not offer or issue any bonds, notes or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business)liabilities, direct or contingent, payable from or secured by any of the Issuer’s ad valorem tax revenues or assets which will secure the Certificates Bonds without the prior approval of the Representative, such approval not to be unreasonably withheldUnderwriter;
(oq) Any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions described in contemplated by this ContractAgreement, shall be deemed a representation and warranty by the Issuer to the Underwriters Underwriter as to the statements made therein;; and
(p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates;
(qr) The Issuer covenants that that, between the date hereof and the Closing date of the Closing, it will take no action which will cause the representations and warranties made in this Section to be materially untrue as of the date of the Closing; and
(r) To the knowledge of the Issuer, . By delivering the Official Statement contains all informationto the Underwriter, including all financial information and operating datathe Issuer shall be deemed to have reaffirmed, as required by the Rule. Except as may be disclosed in with respect to the Official Statement, the Issuer has complied in all material respects representations, warranties and covenants set forth above with all continuing disclosure agreements made by it in accordance with respect to the Rule during the last five yearsPreliminary Official Statement.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and represents, warrants to to, and covenants with the Underwriters Underwriter that:
(a) The Issuer is a duly organized political subdivision and body corporate and politic of the State of Texas (the “State”) duly created, City organized and existing under the laws of the State, Commonwealth of Pennsylvania (the “Commonwealth”) and has full legal right, power and authority pursuant to under the Constitution and general laws of the State, including Subchapter C of Chapter 271, Texas Local Government CodeUnit Debt Act, as amended and supplemented (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 Bond Ordinance to enter into, execute and deliver this ContractAgreement, the Bond Ordinance and the Undertaking as defined in Section 7(i)(3) hereof and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Contract Agreement, the Bond Ordinance, the Undertaking and the Order, which contains the Undertaking other documents referred to in this clause (as defined in Section 6(i)(2i) hereof), are hereinafter referred to as the “Issuer Documents”), (ii) to sell, issue and deliver the Certificates Bonds to the Underwriters Underwriter as provided herein, and (iii) to carry out and consummate the transactions described in contemplated by the Issuer Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance, 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 Contracthereof, the Issuer has duly authorized all necessary action to be taken by it for the (i) adoption the enactment of the Order Bond Ordinance and the issuance and sale of the CertificatesBonds, (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 part, contained in, in the Certificates Bonds and the Issuer Documents, Documents and (iviii) the consummation by the Issuer it of all other transactions described in contemplated by the Official Statement, Statement and the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions described contemplated 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 equity relating to or affecting the enforcement of creditors’ rightsrights (“Creditors’ Rights Limitations”); the CertificatesBonds, when issued, delivered and paid for, in accordance with the Order Bond Ordinance and this ContractAgreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Order Bond Ordinance and enforceable in accordance with their terms, subject to principles of sovereign immunity of political subdivisions, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditorsCreditors’ rights. Upon Rights Limitations upon the issuance, authentication and delivery of the Certificates Bonds as aforesaid, the Order Bond Ordinance will provide, for the benefit of the holders, from time to time, of the CertificatesBonds, for the levy legally valid and collection of an annual ad valorem tax, levied within binding pledge it purports to create as set forth in the limits prescribed by law, against all taxable property located within Grayson County, Texas for the payment of the CertificatesBond Ordinance;
(d) On With respect to the date hereofBonds, the Issuer is not, and on the date of Closing the Issuer will not be, in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State Commonwealth or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolutionordinance, agreement or other instrument to which the Issuer is a party or to which the Issuer is, is or any of its property or assets are, are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, notice would constitute a material default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates and Bonds, the Issuer Documents and the adoption enactment of the Order Bond Ordinance and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documentstherein, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolutionordinance, agreement, agreement or other instrument to which the Issuer is a party or to which the Issuer is, is or to which any of its property or assets are, are otherwise subject, nor will any such execution, delivery, adoption or 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, revenue, property or assets of the Issuer to be pledged to secure the Certificates Bonds or under the terms of any such law, regulation or instrument, except as provided by the Certificates Bonds and the OrderBond Ordinance;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authoritygovernmentalauthority, legislative body, board, agency or commission having jurisdiction over of the matters matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents and the Certificates, Bonds have been duly obtained or will be duly obtained prior to the date of 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 Certificates.obtained;
(f) The Certificates and the Order conform to the descriptions thereof contained in the Official Statement under the caption “THE CERTIFICATES”; the proceeds of the sale of the Certificates will be applied generally as described in the Official Statement under the subcaption “THE CERTIFICATES – Sources and Uses of Funds” and will be used for the purposes set forth in the Order and in the Official Statement under the caption “PLAN OF FINANCING”, and the Undertaking (as defined in Section 6(i)(2) hereof) conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”;
(g) There is no material 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 actual knowledge of the IssuerIssuer after due inquiry, threatened against the Issuer, in any way (i) contesting affecting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii) or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates Bonds, or the levy, assessment, and/or collection of the ad valorem taxes pledged to the payment of the principal of and interest on the CertificatesBonds, (iii) pursuant to the Bond Ordinance or in any way contesting or affecting the validity or enforceability of the Certificates or Bonds, the Issuer Documents, (iv) or contesting the exclusion from gross income of interest on the Certificates Bonds for federal income tax purposes,
purposes under existing laws or the exclusion from gross income of interest on the Bonds from Pennsylvania personal income tax and Pennsylvania personal property taxes under the laws of the Commonwealth (v) except as disclosed in the Preliminary Official Statement and in the Official Statement), 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 (vi) contesting the powers of the Issuer or any authority for the issuance of the CertificatesBonds, the adoption enactment of the Order, Bond Ordinance or the execution and delivery of the Issuer Documents, nor, to the actual knowledge of the Issuer, if any such action does exist or is threatened, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates Bonds or the Issuer Documents;
(hg) As of the date thereof, the Preliminary Official Statement did 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 misleadingmisleading (provided, however, that the Issuer makes no representations regarding the disclosure therein related to Depository Trust Company or the Underwriter);
(ih) At the time of the Issuer’s acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to Section 3(cparagraph (c) of Section 4 of this ContractAgreement) at all times subsequent thereto during the period up to and including the date of Closing, 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 misleadingmisleading (provided, however, that the Issuer makes no representations regarding the disclosure therein related to Depository Trust Company or the Underwriter);
(ji) If the Official Statement is supplemented or amended pursuant to Section 3(cparagraph (c) of Section 4 of this ContractAgreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Sectionparagraph) at all times subsequent thereto during the period up to and including the date of Closing, Closing the Official Statement, Statement as so supplemented or amended, 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 they were made, not misleading;
(kj) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates Bonds as provided in and subject to all of the terms and provisions of the Order Bond Ordinance and will agrees not to 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 CertificatesBonds;
(lk) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Underwriters as the Representative may reasonably request, at no expense to Financial Statements of the Issuer, (A) to (i) qualify the Certificates 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 (ii) determine the eligibility of the Certificates 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 Certificates (provided, however, that the Issuer 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 Issuer of any notification with respect to the suspension of the qualification of the Certificates 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 regardingregarding the Issuer, the Issuer contained in the Preliminary Official Statement and the Official Statement fairly present the financial position and results of the Issuer as of the dates and for the periods therein set forth, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and the other financial information has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included in the Preliminary Official Statement and the Official Statement. Prior to the Closing, the Issuer there will not take any action within or under its control that will cause an be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer from that described in the Preliminary Official Statement or Official StatementIssuer. Except as may be described in the Official Statement, the The Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the IssuerIssuer ;
(n) The Issuer will not, prior to Closing, offer or issue any bonds, notes or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business), direct or contingent, payable from or secured by any of the Issuer’s ad valorem tax revenues which will secure the Certificates without the prior approval of the Representative, such approval not to be unreasonably withheld;
(ol) Any certificate, certificate signed by any official of the Issuer authorized to do so in connection with the transactions described in contemplated by this Contract, Agreement shall be deemed a representation and warranty by the Issuer to the Underwriters Underwriter as to the statements made therein;
(p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates;
(q) The Issuer covenants that between the date hereof and the Closing it will take no action which will cause the representations and warranties made in this Section to be materially untrue as of the date of Closing; and
(r) To the knowledge of the Issuer, the Official Statement contains all information, including all financial information and operating data, as required by the Rule. Except as may be disclosed in the Official Statement, the Issuer has complied in all material respects with all continuing disclosure agreements made by it in accordance with the Rule during the last five years.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriters Underwriter that:
(a) The Issuer is a school district duly organized political subdivision created and body corporate and politic of the State of Texas (the “State”) duly created, organized and existing under the laws of the StateCommonwealth of Pennsylvania ( the “Commonwealth”), specifically, the Public School Code of 1949, as amended and supplemented (the “School Code”), and has full legal right, power right and authority pursuant to under the Constitution and general laws of School Code, the State, including Subchapter C of Chapter 271, Texas Local Government CodeUnit Debt Act, as amended and supplemented (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, Bond Resolution (i) to adopt the Order and to enter into, execute and deliver this ContractAgreement, the Bond Resolution and, if required by applicable law, a Continuing Disclosure Undertaking (the “Undertaking”) as defined in Section 7(h)(4) hereof and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Contract Agreement and any supplement or addendum thereto, the Bond Resolution, the Undertaking and the Order, which contains the Undertaking other documents referred to in this clause (as defined in Section 6(i)(2i) hereof), are hereinafter referred to as the “Issuer Documents”), (ii) to sell, issue and deliver the Certificates Bonds to the Underwriters Underwriter as provided herein, and (iii) to carry out and consummate the transactions described in contemplated by the Issuer Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance, 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 Contracthereof, or such later date satisfactory to the Underwriter, the Issuer has duly authorized all necessary action to be taken by it for the (i) the adoption of the Order Bond Resolution and the issuance and sale of the CertificatesBonds, (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 part, contained in, in the Certificates Bonds and the Issuer Documents, Documents and (iviii) the consummation by the Issuer it of all other transactions described in contemplated by the Official Statement, the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions described herein contemplated herein, in the Bond Resolution and in the Official Statement;
(c) The Issuer Documents constitute or will constitute legal, valid and binding obligations of the Issuer, 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 equity relating to or affecting the enforcement of creditors’ rights; the CertificatesBonds, when issued, delivered and paid for, for in accordance with the Order Bond Resolution and this ContractAgreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Order Bond Resolution and enforceable in accordance with their terms, subject to principles of sovereign immunity of political subdivisions, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights. Upon ; and upon the issuance, authentication and delivery of the Certificates Bonds as aforesaid, the Order Bond Resolution will provide, for the benefit of the holders, from time to time, of the CertificatesBonds, for the levy legally valid and collection of an annual ad valorem tax, levied within binding pledge it purports to create as set forth in the limits prescribed by law, against all taxable property located within Grayson County, Texas for the payment of the CertificatesBond Resolution;
(d) On the date hereof, the The Issuer is not, and on the date of Closing the Issuer will not be, in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State Commonwealth or the United States or States, any applicable judgment or decree decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party relating to the transaction contemplated by this Agreement or to which the Issuer is, is or any of its property or assets are, are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates Bonds and the Issuer Documents and the adoption of the Order Bond Resolution and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documentstherein, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, agreement or other instrument to which the Issuer is a party or to which the Issuer is, is or to which any of its property or assets are, is otherwise subject, nor will any such execution, delivery, adoption or 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, revenue, property or assets of the Issuer to be pledged to secure the Certificates Bonds or under the terms of any such law, regulation or instrument, except as provided by in the Certificates Bonds and the OrderBond Resolution;
(e) All authorizations, approvals, licenses, permits, consents authorizations and orders approvals of any governmental authority, legislative body, board, agency or commission having jurisdiction over of the matters matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents and the Certificates, Bonds have been duly obtained or will be duly obtained prior to the date of 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 Certificates.obtained;
(f) The Certificates and the Order Bonds shall conform to the descriptions thereof to be set forth in the Official Statement under the caption “Description of the Bonds”; the description of the Bond Resolution to be contained in the Official Statement under the caption “THE CERTIFICATES”Introduction” shall conform to the Bond Resolution; the proceeds of the sale of the Certificates Bonds will be applied generally as described in the Official Statement under the subcaption “THE CERTIFICATES – Sources and Uses of Funds” and will be used for the purposes set forth in the Order addendum to this Agreement and in the Official Statement under the caption “PLAN PURPOSE OF FINANCINGTHE ISSUE”; and, and if applicable, the Undertaking (as defined in Section 6(i)(2) hereof) conforms shall conform to the description thereof to be contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATIONContinuing Disclosure Undertaking;”;
(g) There is no litigationlegislation, 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 IssuerIssuer after due inquiry, threatened against the Issuer, in any way (i1) contesting affecting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii2) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates Bonds, or the levy, assessment, and/or collection of the ad valorem taxes pledged to the payment of the principal of and interest on the CertificatesBonds, pursuant to the Bond Resolution, (iii3) in any way contesting or affecting the validity or enforceability of the Certificates Bonds or the Issuer Documents, (iv4) contesting the exclusion from gross income of interest on the Certificates Bonds for federal income tax purposes,
purposes under existing laws or the exclusion from gross income of interest on the Bonds from Pennsylvania personal income tax and Pennsylvania personal property taxes under the laws of the Commonwealth, (v5) contesting in any way the completeness timing or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or (vi6) contesting the powers of the Issuer or any authority for the issuance of the CertificatesBonds, the adoption of the Order, Bond Resolution or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, if any such action does exist or is threatened, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates Bonds or the Issuer Documents;
(h) As of the date thereofits date, the Preliminary Official Statement did shall 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 Issuer’s acceptance hereof and From its date (unless the Official Statement is amended or supplemented pursuant to Section 3(cparagraph (c) of Section 4 of this Contract) at all times subsequent thereto during the period Agreement), up to and including the date of Closing, the Official Statement does not and will shall 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(c) of this Contract, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Section) at all times subsequent thereto during the period up to and including the date of Closing, 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 they were made, not misleading;
(k) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates Bonds as provided in and subject to all of the terms and provisions of the Order Bond Resolution 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 Commonwealth income tax purposes of the interest on the CertificatesBonds;
(l) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Underwriters as the Representative may reasonably request, at no expense to the Issuer, (A) to (i) qualify the Certificates 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 (ii) determine the eligibility of the Certificates 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 Certificates (provided, however, that the Issuer 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 Issuer of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;
(mk) The financial statements of, and other financial information regardingregarding the Issuer, the Issuer contained in the Preliminary Official Statement and the Official Statement shall fairly present the financial position and results of the Issuer as of the dates and for the periods therein set forth, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and the other financial information has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included in the Preliminary Official Statement and the Official Statement. Prior to the Closing, the Issuer there will not take any action within or under its control that will cause an be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer from that described in the Preliminary Official Statement or Official StatementIssuer. Except as may be described in the Official Statement, the The Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer;
(nl) The Prior to the Closing the Issuer will not, prior to Closing, not offer or issue any bondsnotes, notes bonds or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business), direct or contingent, payable from or secured by any of the Issuer’s ad valorem tax revenues or assets which will secure the Certificates Bonds without prior notice to the prior approval of the Representative, such approval not to be unreasonably withheld;Underwriter; and
(om) Any certificate, certificate signed by any official of the Issuer duly authorized to do so in connection with the transactions described in contemplated by this Contract, Agreement shall be deemed a representation and warranty by the Issuer to the Underwriters Underwriter as to the statements made therein;
(p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates;
(q) The Issuer covenants that between the date hereof and the Closing it will take no action which will cause the representations and warranties made in this Section to be materially untrue as of the date of Closing; and
(r) To the knowledge of the Issuer, the Official Statement contains all information, including all financial information and operating data, as required by the Rule. Except as may be disclosed in the Official Statement, the Issuer has complied in all material respects with all continuing disclosure agreements made by it in accordance with the Rule during the last five years.
Appears in 1 contract
Samples: Bond Purchase Agreement
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 school district duly organized political subdivision created and body corporate and politic of the State of Texas (the “State”) duly created, organized and existing under the laws of the StateCommonwealth of Pennsylvania ( the “Commonwealth”), specifically, the Public School Code of 1949, as amended and supplemented (the “School Code”), and has full legal right, power right and authority pursuant to under the Constitution and general laws of School Code, the State, including Subchapter C of Chapter 271, Texas Local Government CodeUnit Debt Act, as amended and supplemented (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, Bond Resolution (i) to adopt the Order and to enter into, execute and deliver this ContractAgreement, the Bond Resolution and, if required by applicable law, a Continuing Disclosure Undertaking (the “Undertaking”) as defined in Section 6(h)(4) hereof and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Contract Agreement, the Bond Resolution, the Undertaking and the Order, which contains the Undertaking other documents referred to in this clause (as defined in Section 6(i)(2i) hereof), are hereinafter referred to as the “Issuer Documents”), (ii) to sell, issue and deliver the Certificates Bonds to the Underwriters as provided herein, and (iii) to carry out and consummate the transactions described in contemplated by the Issuer Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance, 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 Contracthereof, or such later date satisfactory to the Underwriters, the Issuer has duly authorized all necessary action to be taken by it for the (i) the adoption of the Order Bond Resolution and the issuance and sale of the CertificatesBonds, (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 part, contained in, in the Certificates Bonds and the Issuer Documents, Documents and (iviii) the consummation by the Issuer it of all other transactions described in contemplated by the Official Statement, the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions described herein contemplated herein, in the Bond Resolution and in the Official Statement;
(c) The Issuer Documents constitute or will constitute legal, valid and binding obligations of the Issuer, 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 equity relating to or affecting the enforcement of creditors’ rights; the CertificatesBonds, when issued, delivered and paid for, for in accordance with the Order Bond Resolution and this ContractAgreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Order Bond Resolution and enforceable in accordance with their terms, subject to principles of sovereign immunity of political subdivisions, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights. Upon ; and upon the issuance, authentication and delivery of the Certificates Bonds as aforesaid, the Order Bond Resolution will provide, for the benefit of the holders, from time to time, of the CertificatesBonds, for the levy legally valid and collection of an annual ad valorem tax, levied within binding pledge it purports to create as set forth in the limits prescribed by law, against all taxable property located within Grayson County, Texas for the payment of the CertificatesBond Resolution;
(d) On the date hereof, the The Issuer is not, and on the date of Closing the Issuer will not be, in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State Commonwealth or the United States or States, any applicable judgment or decree decree, or any loan agreement, indenture, note, bond, note, resolution, agreement or other instrument to which the Issuer is a party relating to the transaction contemplated by this Agreement or to which the Issuer is, is or any of its property or assets are, are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates Bonds and the Issuer Documents and the adoption of the Order Bond Resolution and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documentstherein, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, agreement or other instrument to which the Issuer is a party or to which the Issuer is, is or to which any of its property or assets are, is otherwise subject, nor will any such execution, delivery, adoption or 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, revenue, property or assets of the Issuer to be pledged to secure the Certificates Bonds or under the terms of any such law, regulation or instrument, except as provided by in the Certificates Bonds and the OrderBond Resolution;
(e) All authorizations, approvals, licenses, permits, consents authorizations and orders approvals of any governmental authority, legislative body, board, agency or commission having jurisdiction over of the matters matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents and the Certificates, Bonds have been duly obtained or will be duly obtained prior to the date of 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 Certificates.obtained;
(f) The Certificates and the Order Bonds shall conform to the descriptions thereof to be set forth in the Official Statement under the caption “Description of the Bonds”; the description of the Bond Resolution to be contained in the Official Statement under the caption “THE CERTIFICATES”Introduction” shall conform to the Bond Resolution; the proceeds of the sale of the Certificates Bonds will be applied generally as described in the Official Statement under the subcaption “THE CERTIFICATES – Sources and Uses of Funds” and will be used for the purposes set forth in the Order addendum to this Agreement and in the Official Statement under the caption “PLAN PURPOSE OF FINANCINGTHE ISSUE”; and, and if applicable, the Undertaking (as defined in Section 6(i)(2) hereof) conforms shall conform to the description thereof to be contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATIONContinuing Disclosure Undertaking;”;
(g) There is no litigationlegislation, 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 IssuerIssuer after due inquiry, threatened against the Issuer, in any way (i1) contesting affecting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii2) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates Bonds, or the levy, assessment, and/or collection of the ad valorem taxes pledged to the payment of the principal of and interest on the CertificatesBonds, pursuant to the Bond Resolution, (iii3) in any way contesting or affecting the validity or enforceability of the Certificates Bonds or the Issuer Documents, (iv4) contesting the exclusion from gross income of interest on the Certificates Bonds for federal income tax purposes,
purposes under existing laws or the exclusion from gross income of interest on the Bonds from Pennsylvania personal income tax and Pennsylvania personal property taxes under the laws of the Commonwealth, (v5) contesting in any way the completeness timing or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or (vi) contesting the powers of the Issuer or any authority for the issuance of the Certificates, the adoption of the Order, or the execution and delivery of the Issuer Documents, nor, to the knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates or the Issuer Documents;
(h) As of the date thereof, the Preliminary Official Statement did 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 Issuer’s acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to Section 3(c) of this Contract) at all times subsequent thereto during the period up to and including the date of Closing, 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(c) of this Contract, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Section) at all times subsequent thereto during the period up to and including the date of Closing, 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 they were made, not misleading;
(k) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates 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 Certificates;
(l) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Underwriters as the Representative may reasonably request, at no expense to the Issuer, (A) to (i) qualify the Certificates 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 (ii) determine the eligibility of the Certificates 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 Certificates (provided, however, that the Issuer 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 Issuer of any notification with respect to the suspension of the qualification of the Certificates 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 Issuer contained in the Preliminary Official Statement and the Official Statement fairly present the financial position of the Issuer as of the dates and for the periods therein set forth, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and the other financial information has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included in the Preliminary Official Statement and the Official Statement. Prior to the Closing, the Issuer 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 Issuer from that described in the Preliminary Official Statement or Official Statement. Except as may be described in the Official Statement, the Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer;
(n) The Issuer will not, prior to Closing, offer or issue any bonds, notes or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business), direct or contingent, payable from or secured by any of the Issuer’s ad valorem tax revenues which will secure the Certificates without the prior approval of the Representative, such approval not to be unreasonably withheld;
(o) Any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions described in this Contract, shall be deemed a representation and warranty by the Issuer to the Underwriters as to the statements made therein;
(p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates;
(q) The Issuer covenants that between the date hereof and the Closing it will take no action which will cause the representations and warranties made in this Section to be materially untrue as of the date of Closing; and
(r) To the knowledge of the Issuer, the Official Statement contains all information, including all financial information and operating data, as required by the Rule. Except as may be disclosed in the Official Statement, the Issuer has complied in all material respects with all continuing disclosure agreements made by it in accordance with the Rule during the last five years.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriters Underwriter that:
(a) The Issuer is a public school district duly organized political subdivision created and body corporate and politic of the State of Texas (the “State”) duly created, organized and existing under the laws of the StateCommonwealth of Pennsylvania ( the “Commonwealth”), specifically, the Public School Code of 1949, as amended and supplemented (the “School Code”), 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 right and authority under the Act School Code, the Local Government Unit Debt Act, as amended and supplemented (the “Debt Act”) and the Order, Bond Resolution (i) to adopt the Order and to enter into, execute and deliver this ContractAgreement, the Bond Resolution and, if required by applicable law, a Continuing Disclosure Undertaking (the “Undertaking”) and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Contract Agreement, the Bond Resolution, the Undertaking and the Order, which contains the Undertaking other documents referred to in this clause (as defined in Section 6(i)(2i) hereof), are hereinafter referred to as the “Issuer Documents”), (ii) to sell, issue and deliver the Certificates Bonds to the Underwriters Underwriter as provided herein, and (iii) to carry out and consummate the transactions described in contemplated by the Issuer Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance, compliance in all material respects, with the terms of the Debt 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 Contracthereof, or such later date satisfactory to the Underwriter, the Issuer has duly authorized all necessary action to be taken by it for the (i) the adoption of the Order Bond Resolution and the issuance and sale of the CertificatesBonds, (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 part, contained in, in the Certificates Bonds and the Issuer Documents, Documents and (iviii) the consummation by the Issuer it of all other transactions described in contemplated by the Official Statement, the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions described herein contemplated herein, in the Bond Resolution and in the Official Statement;
(c) The Issuer Documents constitute or will constitute legal, valid and binding obligations of the Issuer, 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 equity relating to or affecting the enforcement of creditors’ rights; the CertificatesBonds, when issued, delivered and paid for, for in accordance with the Order Bond Resolution and this ContractAgreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Order Bond Resolution and enforceable in accordance with their terms, subject to principles of sovereign immunity of political subdivisions, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights. Upon ; and upon the issuance, authentication and delivery of the Certificates Bonds as aforesaid, the Order Bond Resolution will provide, for the benefit of the holders, from time to time, of the CertificatesBonds, for the levy legally valid and collection of an annual ad valorem tax, levied within binding pledge it purports to create as set forth in the limits prescribed by law, against all taxable property located within Grayson County, Texas for the payment of the CertificatesBond Resolution;
(d) On the date hereofTo its knowledge, the Issuer is not, and on the date of Closing the Issuer will not be, in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State Commonwealth or the United States or States, any applicable judgment or decree decree, or any loan agreement, indenture, note, bond, note, resolution, agreement or other instrument to which the Issuer is a party relating to the transaction contemplated by this Agreement or to which the Issuer is, is or any of its property or assets are, are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates Bonds and the Issuer Documents and the adoption of the Order Bond Resolution and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documentstherein, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, note, bond, note, resolution, agreement, agreement or other instrument to which the Issuer is a party or to which the Issuer is, is or to which any of its property or assets are, is otherwise subject, nor will any such adoption, execution, delivery, adoption delivery or 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, revenue, property or assets of the Issuer to be pledged to secure the Certificates Bonds or under the terms of any such law, regulation or instrument, except as provided by in the Certificates Bonds and the OrderBond Resolution;
(e) All authorizations, approvals, licenses, permits, consents authorizations and orders approvals of any governmental authority, legislative body, board, agency or commission having jurisdiction over the matters which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents and the Certificates, Bonds have been duly obtained or will be duly obtained prior to the date of 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 Certificates.obtained;
(f) The Certificates and the Order Bond shall conform to the descriptions thereof to be set forth in the Official Statement under the caption “The Bonds”; the description of the Bond Resolution to be contained in the Official Statement under the caption “THE CERTIFICATES”Introduction” shall conform to the Bond Resolution; the proceeds of the sale of the Certificates Bonds will be applied generally as described in the Official Statement under the subcaption “THE CERTIFICATES – Sources and Uses of Funds” and will be used for the purposes set forth in the Order addendum to this Agreement and in the Official Statement under the caption “PLAN OF FINANCINGPurpose of the Issue”; and, and if applicable, the Undertaking (as defined in Section 6(i)(2) hereof) conforms shall conform to the description thereof to be contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATIONContinuing Disclosure Undertaking;”;
(g) There Except as otherwise disclosed in an Official Statement; there is no litigationlegislation, 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 IssuerIssuer after due inquiry, threatened against the Issuer, in any way (i1) contesting affecting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii2) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates Bonds, or the levy, assessment, and/or collection of the ad valorem taxes pledged to the payment of the principal of and interest on the CertificatesBonds, pursuant to the Bond Resolution, (iii3) in any way contesting or affecting the validity or enforceability of the Certificates Bonds or the Issuer Documents, (iv4) contesting the exclusion from gross income of interest on the Certificates Bonds for federal income tax purposes,
purposes under existing laws or the exclusion from gross income of interest on the Bonds from Pennsylvania personal income tax and Pennsylvania personal property taxes under the laws of the Commonwealth, (v5) contesting in any way the completeness timing or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or (vi6) contesting the powers of the Issuer or any authority for the issuance of the CertificatesBonds, the adoption of the Order, Bond Resolution or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, if any such action does exist or is threatened, there any is no basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates Bonds or the Issuer Documents;
(h) As of the date thereofits date, the Preliminary Official Statement did shall 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 Issuer’s acceptance hereof and From its date (unless the Official Statement is amended or supplemented pursuant to Section 3(cparagraph (c) of Section 3 of this Contract) at all times subsequent thereto during the period Agreement), up to and including the date of Closing, the Official Statement does not and will shall 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(c) of this Contract, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Section) at all times subsequent thereto during the period up to and including the date of Closing, 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 they were made, not misleading;
(k) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates Bonds as provided in and subject to all of the terms and provisions of the Order Bond Resolution 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 CertificatesBonds;
(l) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Underwriters as the Representative may reasonably request, at no expense to the Issuer, (A) to (i) qualify the Certificates 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 (ii) determine the eligibility of the Certificates 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 Certificates (provided, however, that the Issuer 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 Issuer of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;
(mk) The financial statements of, and other financial information regardingregarding the Issuer, the Issuer contained in the Preliminary Official Statement and the Official Statement shall fairly present the financial position and results of the Issuer as of the dates and for the periods therein set forth, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and the other financial information has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included in the Preliminary Official Statement and the Official Statement. Prior to the Closing, the Issuer there will not take any action within or under its control that will cause an be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer from that described in the Preliminary Official Statement or Official StatementIssuer. Except as may be described in the Official Statement, the The Issuer is not a party to any litigation or other proceeding proceeding, pending or, or to its knowledge, knowledge threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer;
(nl) The Prior to the Closing the Issuer will not, prior to Closing, not offer or issue any bonds, notes or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business), direct or contingent, payable from or secured by any of the Issuer’s ad valorem tax revenues or assets which will secure the Certificates Bonds without prior notice to the prior approval of the Representative, such approval not to be unreasonably withheld;Underwriter; and
(om) Any certificate, certificate signed by any official of the Issuer duly authorized to do so in connection with the transactions described in contemplated by this Contract, Agreement shall be deemed a representation and warranty by the Issuer to the Underwriters Underwriter as to the statements made therein;
(p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates;
(q) The Issuer covenants that between the date hereof and the Closing it will take no action which will cause the representations and warranties made in this Section to be materially untrue as of the date of Closing; and
(r) To the knowledge of the Issuer, the Official Statement contains all information, including all financial information and operating data, as required by the Rule. Except as may be disclosed in the Official Statement, the Issuer has complied in all material respects with all continuing disclosure agreements made by it in accordance with the Rule during the last five years.,
Appears in 1 contract
Samples: Bond Purchase Agreement
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 validly existing, and existing acting under the provisions of the Constitution and the laws of the State, ; and the Issuer has full legal right, power and authority pursuant to the Constitution and general the laws of the State, including Subchapter C particularly Chapter 289, Acts of Chapter 271the 73rd Legislature, Texas Local Government CodeRegular Session, 1993, as amended amended, and Senate Bill 1012, Acts of the 80th Texas Legislature, Regular Session, 2007 (collectively, the “ActActs”), 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 ContractAgreement, the Bond Resolution and the Continuing Disclosure Undertaking (as defined in Section 6(i)(2) hereof) and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Contract Agreement, the Bond Resolution and the Order, which contains the Continuing Disclosure 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 Bonds 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, compliance in all material respects, respects with the terms of the Act Acts 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 Contracthereof, the Issuer has duly authorized all necessary action to be taken by it for the (i) the adoption of the Order Bond Resolution and the issuance and sale of the CertificatesBonds, (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 part, contained in, in the Certificates Bonds and the Issuer Documents, Documents and (iviii) the consummation by the Issuer it of all other transactions described in the Official Statement, Statement and the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered, 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, Issuer enforceable in accordance with their respective terms, subject to principles of sovereign immunity of states and political subdivisions, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; the CertificatesBonds, when issued, delivered and paid for, in accordance with the Order Bond Resolution and this ContractAgreement, will constitute legal, valid and binding limited obligations of the Issuer entitled to the benefits of the Order Bond Resolution and enforceable in accordance with their terms, subject to principles of sovereign immunity of states and political subdivisions, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights. Upon ; upon the issuance, authentication and delivery of the Certificates Bonds as aforesaid, the Order Bond Resolution will provide, for the benefit of the holders, from time to time, of the CertificatesBonds, for the levy legally valid and collection of an annual ad valorem tax, levied within the limits prescribed by law, against all taxable property located within Grayson County, Texas for the payment binding pledge of the CertificatesPledged Revenues (as defined in the Bond Resolution) and lien it purports to create as set forth in the Bond Resolution;
(d) On the date hereof, the Issuer is not, hereof and on the date of Closing Closing, the Issuer will is not be, in material breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation relating to the power of the Issuer to borrow money or otherwise obtain credit of the State or the United States or any applicable judgment or decree that would have a material adverse effect on the financial condition of the Issuer, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is, or any of its property or assets are, is otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates and Bonds, the Issuer Documents and the adoption of the Order Bond Resolution and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documentstherein, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, agreement or other instrument relating to the power of the Issuer to borrow money or otherwise obtain credit to which the Issuer is a party or to which the Issuer is, is or to which any of its property or assets are, are otherwise subject, nor will any such execution, delivery, adoption or 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, revenue, property or assets of the Issuer to be pledged to secure the Certificates Bonds, or under the terms of any such law, regulation or instrument, except as provided by the Certificates Bonds and the OrderBond Resolution;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over of the matters which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents and the Certificates, Bonds have been duly obtained or will be duly obtained prior to the date of 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 Certificates.Bonds;
(f) The Certificates Bonds and the Order Bond Resolution conform in all material respects to the descriptions thereof contained in the Official Statement under the caption “DESCRIPTION OF THE CERTIFICATESBONDS”; the proceeds of the sale of the Certificates Bonds will be applied generally as described in the Official Statement under the subcaption subcaption, “THE CERTIFICATES – Sources and Uses of FundsUSE OF BOND PROCEEDS,” and will be used for the purposes set forth Continuing Disclosure Undertaking conforms in the Order and in the Official Statement under the caption “PLAN OF FINANCING”, and the Undertaking (as defined in Section 6(i)(2) hereof) conforms all material respects to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATIONDISCLOSURE”;
(g) Except as otherwise provided in the Official Statement under the caption “CONTINUING DISCLOSURE – Compliance with Prior Undertakings”, during the last five (5) years the Issuer has complied in all material respects with its previous Continuing Disclosure Undertakings made by it in accordance with the Rule;
(h) 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 Issuer, threatened against the Issuer, in any way (i) contesting affecting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii) or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates Bonds or the levy, assessment, and/or pledge or collection of the ad valorem taxes Pledged Revenues pledged to the payment of the principal of and interest on the Certificates, (iii) Bonds pursuant to the Bond Resolution or in any way contesting or affecting the validity or enforceability of the Certificates Bonds or the Issuer Documents, (iv) or contesting the exclusion from gross income of interest on the Certificates Bonds for federal income tax purposes,
(v) , 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 (vi) contesting the powers of the Issuer or any authority for the issuance of the CertificatesBonds, the adoption of the Order, Bond Resolution or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates Bonds (including the security therefor) or the Issuer Documents;
(hi) As of the date thereof, the Preliminary Official Statement did 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;
(ij) At the time of the Issuer’s acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to Section 3(cparagraph (d) of Section 3 of this ContractAgreement) at all times subsequent thereto during the period up to and including the date twenty-fifth (25th) day subsequent to the “end of Closing, 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;
(jk) If the Official Statement is supplemented or amended pursuant to Section 3(cparagraph (d) of Section 3 of this ContractAgreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Sectionparagraph) at all times subsequent thereto during the period up to and including the date twenty-fifth (25th) day subsequent to the “end of Closing, the underwriting period,” the Official Statement, Statement as so supplemented or amended, 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 they were made, not misleading;
(kl) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates Bonds as provided in and subject to all of the terms and provisions of the Order Bond Resolution 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 CertificatesBonds;
(lm) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Underwriters Representative, at the sole expense of the Underwriters, as the Representative may reasonably request, at no expense to the Issuer,
(Al) to (i) qualify the Certificates 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 (ii) determine the eligibility of the Certificates Bonds for investment under the laws of such states and other jurisdictions and (B2) to continue such qualifications in effect so long as required for the distribution of the Certificates Bonds (provided, however, that the Issuer 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 Issuer of any notification with respect to the suspension of the qualification of the Certificates Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;
(mn) The Issuer’s financial statements of, and the other information regarding the Issuer’s financial information regarding, the Issuer contained condition and operations set forth in the Preliminary Official Statement and the Official Statement fairly present the financial position position, results of operations and condition of the Issuer as of the dates and for the periods therein set forth, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, forth and the other financial information there has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included in the Preliminary Official Statement and the Official Statement. Prior to the Closing, the Issuer will not take any action within or under its control that will cause an no adverse change of a material nature in such the financial position, results of operations or condition, financial or otherwise, of the Issuer from that described in since the Preliminary Official Statement or Official Statement. dates of such statements and information;
(o) Except as may be described disclosed in the Official Statement, the Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer;
(np) The Prior to the Closing, the Issuer will not, prior to Closing, not offer or issue any bonds, notes or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business)liabilities, direct or contingent, payable from or secured by any of the Issuer’s ad valorem tax revenues or assets which will secure the Certificates Bonds, except as may be incurred in the ordinary course of business, without the prior approval of the Representative, such approval not to be unreasonably withheld;
(oq) Any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions described in this ContractAgreement, shall be deemed a representation and warranty by the Issuer to the Underwriters as to the statements made therein;; and
(p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates;
(qr) The Issuer covenants that between the date hereof and the date of the Closing it will take no action within its control which will cause the representations and warranties made in this Section to be materially untrue as of the date of Closing; and
(r) To the knowledge of the Issuer, . By delivering the Official Statement contains all informationto the Underwriters, including all financial information and operating datathe Issuer shall be deemed to have reaffirmed, as required by the Rule. Except as may be disclosed in with respect to the Official Statement, the Issuer has complied in all material respects representations, warranties and covenants set forth above with all continuing disclosure agreements made by it in accordance with respect to the Rule during the last five yearsPreliminary Official Statement.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer undersigned, on behalf of the Issuer, but not individually, hereby represents and warrants to and covenants with the Underwriters Underwriter that:
(a) The Issuer is a duly organized political subdivision and body corporate and politic validly existing as a municipal corporation under the laws of the State of Texas Arizona (the “State”) duly createdwith powers specifically required for the purposes of this Agreement, organized and existing under the laws of the Statespecifically Title 35, and has full legal rightChapter 3, power and authority pursuant to the Constitution and general laws of the StateArticle 3, including Subchapter C of Chapter 271, Texas Local Government CodeArizona Revised Statutes, as amended (the “Act”), and has now, and at the date of the Closing Date will continue to have have, full legal right, power and authority under the Act to adopt the Bond Ordinance and under the Act and the Order, Bond Ordinance (i) to adopt the Order and to enter into, execute and deliver this ContractAgreement, the Bond Registrar and Paying Agent Agreement described in the Bond Ordinance and an Undertaking which satisfies the requirements of Section (b)(5)(i) of the Rule (the “Undertaking”) and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Contract Agreement, such Bond Registrar and Paying Agent Agreement 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 Bonds to the Underwriters Underwriter as provided herein, herein and (iii) to carry out and consummate the transactions described in contemplated by the Bond Ordinance, the Issuer Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance, compliance in all material respects, with the terms of the Act Act, the Bond Ordinance 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 Contracthereof, the Issuer has duly authorized all necessary action to be taken by it for the (i) the adoption of the Order Bond Ordinance and the issuance and sale of the CertificatesBonds, (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 Bonds and the Issuer Documents, Documents and (iviii) the consummation by the Issuer it of all other transactions described in contemplated by the Official Statement, Statement and the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions described contemplated 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 equity relating to or affecting the enforcement of creditors’ rights; rights and, in the Certificatescase of the Undertaking, annual appropriation of amounts to pay for compliance therewith, and the Bonds, when issued, delivered and paid for, in accordance with the Order Bond Ordinance and this ContractAgreement, will constitute legal, valid and binding general obligations of the Issuer Issuer, entitled to the benefits of the Order Bond Ordinance and enforceable in accordance with their terms, subject to principles of sovereign immunity of political subdivisions, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights. Upon the issuancerights and all actions necessary to create a legal, authentication valid and delivery binding levy on all of the Certificates as aforesaidtaxable property in the Issuer of a direct, the Order will provideannual, for the benefit of the holders, from time to time, of the Certificates, for the levy and collection of an annual ad valorem tax, levied within unlimited as to rate, sufficient to pay all the limits prescribed by lawprincipal of and interest on the Bonds as the same become due, against all taxable property located within Grayson County, Texas for shall have been or shall be taken to the payment of extent such action may be taken at or prior to the CertificatesClosing;
(d) On the date hereof, the The Issuer is not, and on the date of Closing the Issuer will not be, in 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 Issuer is a party or to which the Issuer is, is or any of its property or assets are, are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing; , and the execution and delivery of the Certificates Bonds and the Issuer Documents and the adoption of the Order Bond Ordinance, and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documentstherein, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, agreement or other instrument to which the Issuer is a party or to which the Issuer is, is or to which any of its property or assets are, are otherwise subject, nor will any such execution, delivery, adoption or 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, revenue, or assets of the Issuer to be pledged to secure the Certificates or under the terms of any such law, regulation or instrument, except as provided by the Certificates and the Order;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over of the matters matter which are required for the due authorization of, which would constitute a condition precedent to, to or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Bond Ordinance, the Issuer Documents and the Certificates, Bonds have been duly obtained or will be duly obtained prior to the date of Closingobtained, except for such approvals, consents and orders as may be required under the Blue Sky “blue sky” or securities laws of any jurisdiction in connection with the offering and sale of the Certificates.Bonds;
(f) The Certificates and the Order Bonds conform to the descriptions thereof contained in the Official Statement under the caption “THE CERTIFICATESBONDS”; the proceeds of the sale of the Certificates Bonds will be applied generally as described in the Official Statement under the subcaption caption “THE CERTIFICATES BONDS – Sources Authorization and Uses Use of Funds” and will be used for the purposes set forth in the Order and in the Official Statement under the caption “PLAN OF FINANCING”, and the Undertaking (as defined in Section 6(i)(2) hereof) conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATIONDISCLOSURE”;
(g) There Except as disclosed in the Preliminary Official Statement and 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 IssuerIssuer after due inquiry, threatened against the Issuer, in any way (i) contesting affecting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii) or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates Bonds or the levylevying, assessment, and/or assessment or collection of the ad valorem property taxes pledged to for the payment of the principal of and interest on Bonds pursuant to the Certificates, (iii) Bond Ordinance or in any way contesting or affecting the adoption of the Bond Ordinance or the validity or enforceability of the Certificates Bonds or the Issuer Documents, (iv) or contesting the exclusion from gross income of interest on the Certificates Bonds for federal income tax purposes or State income tax purposes,
(v) , 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 (vi) contesting the powers of the Issuer or any authority for the issuance of the CertificatesBonds, the adoption of the Order, Bond Ordinance or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates Bonds or the Issuer Documents;
(h) As of the date thereof, the Preliminary Official Statement did 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 Issuer’s acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to Section 3(cparagraph (d) of Section 4 of this ContractAgreement) at all times subsequent thereto during the period up to and including the date of ClosingClosing 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;
(j) If the Official Statement is supplemented or amended pursuant to Section 3(cparagraph (d) of Section 4 of this ContractAgreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Sectionparagraph) at all times subsequent thereto during the period up to and including the date of ClosingClosing Date, the Official Statement, Statement as so supplemented or amended, 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 they were made, not misleading;
(k) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates Bonds as provided in and subject to all of the terms and provisions of the Order Bond Ordinance 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 CertificatesBonds;
(l) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Underwriters Underwriter as the Representative Underwriter may reasonably request, at no expense to the Issuer, request (A) to (iy) qualify the Certificates Bonds for offer and sale under the Blue Sky “blue sky” or other securities laws and regulations of such states and other jurisdictions in the United States as the Representative Underwriter may designate and (iiz) determine the eligibility of the Certificates 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 Certificates Bonds (provided, however, that the Issuer 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 Underwriter immediately of receipt by the Issuer of any notification with respect to the suspension of the qualification of the Certificates 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 Issuer contained in the Preliminary Official Statement and the Official Statement fairly present the financial position and results of the Issuer as of the dates and for the periods therein set forth, the audited financial statements forth in accordance with generally accepted accounting principles as applicable to governmental units and have been prepared in accordance with generally accepted accounting principles consistently applied, and applied throughout the other financial information has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included periods concerned (except as otherwise disclosed in the Preliminary Official Statement and or financial statements); since June 30, 2018, except as disclosed in the Official Statement. Prior , the Issuer has not incurred any material liabilities, direct or contingent, nor has there been any material adverse change in the financial position, results of operations or condition, financial or otherwise, of the Issuer that are not described in the Official Statement, whether or not arising from transactions in the ordinary course of business; prior to the Closing, the Issuer there will not take any action within or under its control that will cause an be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer from that described in the Preliminary Official Statement or Official Statement. Except as may be described in the Official Statement, and the Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer;
(n) The Issuer has fully submitted to the Arizona Department of Revenue, the Arizona State Treasurer’s Office or the Arizona Department of Administration, as applicable, the information required with respect to previous issuances of bonds, securities and lease-purchase agreements of the Issuer pursuant to Section 35-501(B), Arizona Revised Statutes, as amended, and will not, file the information relating to the Bonds required to be submitted to the Arizona Department of Administration pursuant thereto within 60 days of the Closing Date;
(o) The Issuer has executed and delivered or shall execute and deliver prior to the Closing, and in time for the Closing to occur at its specified time, the documents required to cause the Bonds to be eligible for deposit with DTC (as defined herein) or other securities depositories;
(p) Except as otherwise indicated in the Official Statement, the Issuer has been and is in material compliance during the previous five years with the terms of all continuing disclosure undertakings previously executed by the Issuer pursuant to the Rule;
(q) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business)liabilities, direct or contingent, in each case payable from or secured by any of the Issuer’s ad valorem tax revenues which will secure same source as the Certificates Bonds, without the prior approval of the Representative, such approval not to be unreasonably withheld;Underwriter; and
(or) Any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions described in contemplated by this Contract, Agreement shall be deemed a representation and warranty by the Issuer to the Underwriters Underwriter as to the statements made therein;
(p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates;
(q) The Issuer covenants that between the date hereof and the Closing it will take no action which will cause the representations and warranties made in this Section to be materially untrue as of the date of Closing; and
(r) To the knowledge of the Issuer, the Official Statement contains all information, including all financial information and operating data, as required by the Rule. Except as may be disclosed in the Official Statement, the Issuer has complied in all material respects with all continuing disclosure agreements made by it in accordance with the Rule during the last five years.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriters that:
(a) The Issuer is duly created, organized and existing as a duly organized body politic and corporate and political subdivision and body corporate and politic of the State of Texas (the “State”) duly created, organized and existing under the Constitution and laws of the State. The Issuer is authorized to (i) issue the Bonds; (ii) fund the Debt Service Reserve Fund Requirement for the Bonds, (iii) pay the costs of issuance related thereto; and (iv) secure the Bonds in the manner described in the Order and the Indenture.
(b) The Issuer 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”)authority, and at the date of the Closing will continue to have full legal right, power and authority under the Act and the Order, to: (i) to adopt the Order and to enter into, execute and deliver this ContractAgreement and the Indenture (which contains the Undertaking defined in Section 7(h)(4) hereof), and all documents required hereunder and thereunder to be executed and delivered by the Issuer Issuer, and adopt the Order (this Contract and Agreement, the Order, which contains the Indenture and 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 Bonds 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 will be in compliance, compliance in all material respects, with the terms of the Act and the Issuer Documents as they pertain to such transactions;transaction.
(bc) By all necessary official action of the Issuer prior to or concurrently with the acceptance of this Contracthereof, the Issuer has duly authorized all necessary action to be taken by it for the (i) the adoption of the Order and the issuance and sale of the Certificates, Bonds on the terms set forth herein and in the Indenture; (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 Bonds 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 equity relating to or affecting the enforcement of creditors’ rights; the Certificates, when issued, delivered and paid for, in accordance with the Order and this Contract, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Order and enforceable in accordance with their terms, subject to principles of sovereign immunity of political subdivisions, 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 Certificates as aforesaid, the Order will provide, for the benefit of the holders, from time to time, of the Certificates, for the levy and collection of an annual ad valorem tax, levied within the limits prescribed by law, against all taxable property located within Grayson County, Texas for the payment of the Certificates;
(d) On the date hereof, the Issuer is not, and on the date of Closing the Issuer will not be, in 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 Issuer is a party or to which the Issuer is, or any of its property or assets are, otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates and the Issuer Documents and the adoption of the Order and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documents, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the Issuer is a party or to which the Issuer is, or to which any of its property or assets are, otherwise subject, nor will any such execution, delivery, adoption or 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, revenue, or assets of the Issuer to be pledged to secure the Certificates or under the terms of any such law, regulation or instrument, except as provided by the Certificates and the Order;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over the matters which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents and the Certificates, have been duly obtained or will be duly obtained prior to the date of 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 Certificates.
(f) The Certificates and the Order conform to the descriptions thereof contained in the Official Statement under the caption “THE CERTIFICATES”; the proceeds of the sale of the Certificates will be applied generally as described in the Official Statement under the subcaption “THE CERTIFICATES – Sources and Uses of Funds” and will be used for the purposes set forth in the Order and in the Official Statement under the caption “PLAN OF FINANCING”, and the Undertaking (as defined in Section 6(i)(2) hereof) conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”;
(g) 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 Issuer, threatened against the Issuer, in any way (i) contesting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates or the levy, assessment, and/or collection of the ad valorem taxes pledged to the payment of the principal of and interest on the Certificates, (iii) contesting or affecting the validity or enforceability approval, distribution and use of the Certificates or the Issuer Documents, (iv) contesting the exclusion from gross income of interest on the Certificates for federal income tax purposes,
(v) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or (vi) contesting the powers of the Issuer or any authority for the issuance of the Certificates, the adoption of the Order, or the execution and delivery of the Issuer Documents, nor, to the knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates or the Issuer Documents;
(h) As of the date thereof, the Preliminary Official Statement did 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 Issuer’s acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to Section 3(c) of this Contract) at all times subsequent thereto during the period up to and including the date of Closing, 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(c) of this Contract, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Section) at all times subsequent thereto during the period up to and including the date of Closing, 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 they were made, not misleading;
(k) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates 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 Certificates;
(l) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Underwriters as the Representative may reasonably request, at no expense to the Issuer, (A) to (i) qualify the Certificates 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 (ii) determine the eligibility of the Certificates 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 Certificates (provided, however, that the Issuer 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 Issuer of any notification with respect to the suspension of the qualification of the Certificates 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 Issuer contained in the Preliminary Official Statement and the approval, execution, distribution and use of the Official Statement fairly present for use by the financial position of the Issuer as of the dates and for the periods therein set forth, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and the other financial information has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included in the Preliminary Official Statement and the Official Statement. Prior to the Closing, the Issuer 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 Issuer from that described in the Preliminary Official Statement or Official Statement. Except as may be described in the Official Statement, the Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer;
(n) The Issuer will not, prior to Closing, offer or issue any bonds, notes or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business), direct or contingent, payable from or secured by any of the Issuer’s ad valorem tax revenues which will secure the Certificates without the prior approval of the Representative, such approval not to be unreasonably withheld;
(o) Any certificate, signed by any official of the Issuer authorized to do so Underwriters in connection with the transactions described in this Contract, shall be deemed a representation and warranty by the Issuer to the Underwriters as to the statements made therein;
(p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates;
(q) The Issuer covenants that between the date hereof and the Closing it will take no action which will cause the representations and warranties made in this Section to be materially untrue as public offering of the date of ClosingBonds; and
(r) To the knowledge of the Issuer, the Official Statement contains all information, including all financial information and operating data, as required by the Rule. Except as may be disclosed in the Official Statement, the Issuer has complied in all material respects with all continuing disclosure agreements made by it in accordance with the Rule during the last five years.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriters that:that:
(a) The Issuer is a duly organized political subdivision incorporated home rule city, created, operating and body corporate existing under the Constitution and politic general laws of the State of Texas (the “State”) duly createdand its home rule charter. The Issuer, organized and existing under the laws of the State, and has exercising its full legal right, power and authority pursuant to under its home rule charter, and the Constitution and general laws of the State, including Subchapter C of Chapter 27122, Texas Local Transportation Code, and Chapter 1371, Texas Government Code, executed and delivered at the time of delivery of the Refunded Bonds the Master Lease and the Concession Agreements which, as of the date of this Agreement, have not been amended and are in full force and effect. The Issuer has full legal right, power and authority under its home rule charter, and the Constitution and general laws of the State, including Chapter 22, Texas Transportation Code, and Chapter 1201, Texas Government Code (collectively, 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, to: (i) to adopt the Order and to enter into, execute and deliver this ContractAgreement, the Indenture (which contains the Undertaking defined in Section 6(j)(3) of this Agreement), the Ordinance, the Escrow Agreement, and all documents required hereunder under this Agreement, the Indenture and thereunder the Ordinance to be executed and delivered by the Issuer (this Contract and the Order, which contains the Undertaking (as defined in Section 6(i)(2) hereofIssuer), are hereinafter referred to as the “Issuer Documents”), ; (ii) to sell, issue and deliver the Certificates Bonds to the Underwriters as provided herein, in this Agreement; (iii) to own and operate the Issuer’s airport system (the “Airport System”); and (iiiiv) to carry out and consummate the transactions described in the Issuer Documents (defined below) and the Official Statement, and the Issuer has complied, and will at the Closing will be in compliance, in all material respects, respects with the terms of its home rule charter, applicable State law (including the Act 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 . As used in this ContractAgreement, the term “Issuer has duly authorized all necessary action to be taken by it for Documents” means this Agreement, the (i) adoption of Indenture, the Order Ordinance, the Escrow Agreement, the Master Lease, the Concession Agreements 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 equity relating to or affecting the enforcement of creditors’ rights; the Certificates, when issued, delivered and paid for, in accordance with the Order and this Contract, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Order and enforceable in accordance with their terms, subject to principles of sovereign immunity of political subdivisions, 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 Certificates as aforesaid, the Order will provide, for the benefit of the holders, from time to time, of the Certificates, for the levy and collection of an annual ad valorem tax, levied within the limits prescribed by law, against all taxable property located within Grayson County, Texas for the payment of the Certificates;
(d) On the date hereof, the Issuer is not, and on the date of Closing the Issuer will not be, in 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 Issuer is a party or to which the Issuer is, or any of its property or assets are, otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates and the Issuer Documents and the adoption of the Order and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documents, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the Issuer is a party or to which the Issuer is, or to which any of its property or assets are, otherwise subject, nor will any such execution, delivery, adoption or 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, revenue, or assets of the Issuer to be pledged to secure the Certificates or under the terms of any such law, regulation or instrument, except as provided by the Certificates and the Order;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over the matters which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents and the Certificates, have been duly obtained or will be duly obtained prior to the date of 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 CertificatesUndertaking.
(f) The Certificates and the Order conform to the descriptions thereof contained in the Official Statement under the caption “THE CERTIFICATES”; the proceeds of the sale of the Certificates will be applied generally as described in the Official Statement under the subcaption “THE CERTIFICATES – Sources and Uses of Funds” and will be used for the purposes set forth in the Order and in the Official Statement under the caption “PLAN OF FINANCING”, and the Undertaking (as defined in Section 6(i)(2) hereof) conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATION”;
(g) 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 Issuer, threatened against the Issuer, in any way (i) contesting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates or the levy, assessment, and/or collection of the ad valorem taxes pledged to the payment of the principal of and interest on the Certificates, (iii) contesting or affecting the validity or enforceability of the Certificates or the Issuer Documents, (iv) contesting the exclusion from gross income of interest on the Certificates for federal income tax purposes,
(v) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or (vi) contesting the powers of the Issuer or any authority for the issuance of the Certificates, the adoption of the Order, or the execution and delivery of the Issuer Documents, nor, to the knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates or the Issuer Documents;
(h) As of the date thereof, the Preliminary Official Statement did 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 Issuer’s acceptance hereof and (unless the Official Statement is amended or supplemented pursuant to Section 3(c) of this Contract) at all times subsequent thereto during the period up to and including the date of Closing, 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(c) of this Contract, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Section) at all times subsequent thereto during the period up to and including the date of Closing, 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 they were made, not misleading;
(k) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates 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 Certificates;
(l) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Underwriters as the Representative may reasonably request, at no expense to the Issuer, (A) to (i) qualify the Certificates 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 (ii) determine the eligibility of the Certificates 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 Certificates (provided, however, that the Issuer 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 Issuer of any notification with respect to the suspension of the qualification of the Certificates 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 Issuer contained in the Preliminary Official Statement and the Official Statement fairly present the financial position of the Issuer as of the dates and for the periods therein set forth, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and the other financial information has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included in the Preliminary Official Statement and the Official Statement. Prior to the Closing, the Issuer 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 Issuer from that described in the Preliminary Official Statement or Official Statement. Except as may be described in the Official Statement, the Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer;
(n) The Issuer will not, prior to Closing, offer or issue any bonds, notes or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business), direct or contingent, payable from or secured by any of the Issuer’s ad valorem tax revenues which will secure the Certificates without the prior approval of the Representative, such approval not to be unreasonably withheld;
(o) Any certificate, signed by any official of the Issuer authorized to do so in connection with the transactions described in this Contract, shall be deemed a representation and warranty by the Issuer to the Underwriters as to the statements made therein;
(p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates;
(q) The Issuer covenants that between the date hereof and the Closing it will take no action which will cause the representations and warranties made in this Section to be materially untrue as of the date of Closing; and
(r) To the knowledge of the Issuer, the Official Statement contains all information, including all financial information and operating data, as required by the Rule. Except as may be disclosed in the Official Statement, the Issuer has complied in all material respects with all continuing disclosure agreements made by it in accordance with the Rule during the last five years.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Underwriters Underwriter that:
(a) The Issuer is a school district duly organized political subdivision created and body corporate and politic of the State of Texas (the “State”) duly created, organized and existing under the laws of the StateCommonwealth of Pennsylvania ( the “Commonwealth”), specifically, the Public School Code of 1949, as amended and supplemented (the “School Code”), and has full legal right, power right and authority pursuant to under the Constitution and general laws of School Code, the State, including Subchapter C of Chapter 271, Texas Local Government CodeUnit Debt Act, as amended and supplemented (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, Bond Resolution (i) to adopt the Order and to enter into, execute and deliver this ContractAgreement, the Bond Resolution and, if required by applicable law, a Continuing Disclosure Undertaking (the “Undertaking”) as defined in Section 7(h)(4) hereof and all documents required hereunder and thereunder to be executed and delivered by the Issuer (this Contract Agreement and any supplement or addendum thereto, the Bond Resolution, the Undertaking and the Order, which contains the Undertaking other documents referred to in this clause (as defined in Section 6(i)(2i) hereof), are hereinafter referred to as the “Issuer Documents”), (ii) to sell, issue and deliver the Certificates Bonds to the Underwriters Underwriter as provided herein, and (iii) to carry out and consummate the transactions described in contemplated by the Issuer Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in compliance, 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 Contracthereof, or such later date satisfactory to the Underwriter, the Issuer has duly authorized all necessary action to be taken by it for the (i) the adoption of the Order Bond Resolution and the issuance and sale of the CertificatesBonds, (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 part, contained in, in the Certificates Bonds and the Issuer Documents, Documents and (iviii) the consummation by the Issuer it of all other transactions described in contemplated by the Official Statement, the Issuer Documents and any and all such other agreements and documents as may be required to be executed, delivered, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions described herein contemplated herein, in the Bond Resolution and in the Official Statement;
(c) The Issuer Documents constitute or will constitute legal, valid and binding obligations of the Issuer, 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 equity relating to or affecting the enforcement of creditors’ rights; the CertificatesBonds, when issued, delivered and paid for, for in accordance with the Order Bond Resolution and this ContractAgreement, will constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the Order Bond Resolution and enforceable in accordance with their terms, subject to principles of sovereign immunity of political subdivisions, bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights. Upon ; and upon the issuance, authentication and delivery of the Certificates Bonds as aforesaid, the Order Bond Resolution will provide, for the benefit of the holders, from time to time, of the CertificatesBonds, for the levy legally valid and collection of an annual ad valorem tax, levied within binding pledge it purports to create as set forth in the limits prescribed by law, against all taxable property located within Grayson County, Texas for the payment of the CertificatesBond Resolution;
(d) On the date hereof, the The Issuer is not, and on the date of Closing the Issuer will not be, in breach of or default in any material respect under any applicable constitutional provision, law or administrative regulation of the State Commonwealth or the United States or States, any applicable judgment or decree decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party relating to the transaction contemplated by this Agreement or to which the Issuer is, is or any of its property or assets are, are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the Certificates Bonds and the Issuer Documents and the adoption of the Order Bond Resolution and compliance with the provisions on the Issuer’s part contained therein and in the Issuer Documentstherein, will not conflict with or constitute a material breach of or default in any material respect under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, agreement or other instrument to which the Issuer is a party or to which the Issuer is, is or to which any of its property or assets are, is otherwise subject, nor will any such execution, delivery, adoption or 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, revenue, property or assets of the Issuer to be pledged to secure the Certificates Bonds or under the terms of any such law, regulation or instrument, except as provided by in the Certificates Bonds and the OrderBond Resolution;
(e) All authorizations, approvals, licenses, permits, consents authorizations and orders approvals of any governmental authority, legislative body, board, agency or commission having jurisdiction over of the matters matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents and the Certificates, Bonds have been duly obtained or will be duly obtained prior to the date of 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 Certificates.obtained;
(f) The Certificates and the Order Bonds shall conform to the descriptions thereof to be set forth in the Official Statement under the caption “Description of the Bonds”; the description of the Bond Resolution to be contained in the Official Statement under the caption “THE CERTIFICATES”Introduction” shall conform to the Bond Resolution; the proceeds of the sale of the Certificates Bonds will be applied generally as described in the Official Statement under the subcaption “THE CERTIFICATES – Sources and Uses of Funds” and will be used for the purposes set forth in the Order addendum to this Agreement and in the Official Statement under the caption “PLAN OF FINANCINGPurpose of the Issue”; and, and if applicable, the Undertaking (as defined in Section 6(i)(2) hereof) conforms shall conform to the description thereof to be contained in the Official Statement under the caption “CONTINUING DISCLOSURE OF INFORMATIONContinuing Disclosure Undertaking;”;
(g) There is no litigationlegislation, 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 IssuerIssuer after due inquiry, threatened against the Issuer, in any way (i1) contesting affecting the due organization and valid corporate existence of the Issuer or the titles of its officers to their respective offices, (ii2) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Certificates Bonds, or the levy, assessment, and/or collection of the ad valorem taxes pledged to the payment of the principal of and interest on the CertificatesBonds, pursuant to the Bond Resolution, (iii3) in any way contesting or affecting the validity or enforceability of the Certificates Bonds or the Issuer Documents, (iv4) contesting the exclusion from gross income of interest on the Certificates Bonds for federal income tax purposes,
purposes under existing laws or the exclusion from gross income of interest on the Bonds from Pennsylvania personalincome tax and Pennsylvania personalproperty taxes under the laws of the Commonwealth, (v5) contesting in any way the completeness timing or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or (vi6) contesting the powers of the Issuer or any authority for the issuance of the CertificatesBonds, the adoption of the Order, Bond Resolution or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, if any such action does exist or is threatened, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates Bonds or the Issuer Documents;
(h) As of the date thereofits date, the Preliminary Official Statement did shall 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 Issuer’s acceptance hereof and From its date (unless the Official Statement is amended or supplemented pursuant to Section 3(cparagraph (c) of Section 4 of this Contract) at all times subsequent thereto during the period Agreement), up to and including the date of Closing, the Official Statement does not and will shall 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(c) of this Contract, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such Section) at all times subsequent thereto during the period up to and including the date of Closing, 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 they were made, not misleading;
(k) The Issuer has the legal authority to apply and will apply, or cause to be applied, the proceeds from the sale of the Certificates Bonds as provided in and subject to all of the terms and provisions of the Order Bond Resolution 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 Commonwealth income tax purposes of the interest on the CertificatesBonds;
(l) The Issuer will furnish such information and execute such instruments and take such action in cooperation with the Underwriters as the Representative may reasonably request, at no expense to the Issuer, (A) to (i) qualify the Certificates 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 (ii) determine the eligibility of the Certificates 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 Certificates (provided, however, that the Issuer 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 Issuer of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose;
(mk) The financial statements of, and other financial information regardingregarding the Issuer, the Issuer contained in the Preliminary Official Statement and the Official Statement shall fairly present the financial position and results of the Issuer as of the dates and for the periods therein set forth, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and the other financial information has been determined on a basis substantially consistent with that of the Issuer’s audited financial statements included in the Preliminary Official Statement and the Official Statement. Prior to the Closing, the Issuer there will not take any action within or under its control that will cause an be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer from that described was not disclosed in the Preliminary Official Statement or and the Official Statement. Except as may be described in the Official Statement, the The Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect on the financial condition of the Issuer;
(nl) The Prior to the Closing the Issuer will not, prior to Closing, not offer or issue any bondsnotes, notes bonds or other obligations for borrowed money or take action to incur any material liabilities (except in the ordinary course of business), direct or contingent, payable from or secured by any of the Issuer’s ad valorem tax revenues or assets which will secure the Certificates Bonds without prior notice to the prior approval of the Representative, such approval not to be unreasonably withheld;Underwriter; and
(om) Any certificate, certificate signed by any official of the Issuer duly authorized to do so in connection with the transactions described in contemplated by this Contract, Agreement shall be deemed a representation and warranty by the Issuer to the Underwriters Underwriter as to the statements made therein;
(p) The Issuer, to the extent heretofore requested by the Representative in writing, has delivered to the Representative true, correct, complete and legible copies of all written information, applications, reports, or other documents of any nature whatsoever submitted to any rating agency for the purpose of obtaining a rating for the Certificates;
(q) The Issuer covenants that between the date hereof and the Closing it will take no action which will cause the representations and warranties made in this Section to be materially untrue as of the date of Closing; and
(r) To the knowledge of the Issuer, the Official Statement contains all information, including all financial information and operating data, as required by the Rule. Except as may be disclosed in the Official Statement, the Issuer has complied in all material respects with all continuing disclosure agreements made by it in accordance with the Rule during the last five years.
Appears in 1 contract
Samples: Bond Purchase Agreement
