Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants and covenants as of the date of this Agreement and as of the Closing Date, as follows: (a) The Issuer is a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio and the City Charter and has full power and authority thereunder and under the Bond Legislation to: (i) enter into this Agreement; (ii) issue, sell and deliver the Bonds as provided in this Agreement; and (iii) perform its obligations under and as contemplated in the Basic Documents and the Bonds. (b) The City Council has duly passed the Bond Ordinance, which authorizes (i) the execution and delivery of the Certificate of Award, (ii) the execution, delivery and due performance of the Basic Documents and the Bonds, and (iii) the taking of any action as may be required on the part of the Issuer to consummate the transactions contemplated in the Basic Documents and the Bonds. All necessary approvals of those transactions have been obtained and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Issuer in connection with any of the foregoing transactions. (c) When delivered to and paid for by the Purchaser, the Bonds will have been duly authorized, executed, issued, and delivered by, and will constitute valid and legal general obligations of, the Issuer, and the principal of and interest on the Bonds, unless paid from other sources and subject to bankruptcy laws and other laws affecting creditors’ rights and the exercise of judicial discretion, are to be paid from the proceeds of the levy of ad valorem taxes, within the ten-mill limitation imposed by law, on all property subject to ad valorem taxes levied by the Issuer and other sources (if any) as described in the Bond Legislation. (d) The execution and delivery of this Agreement, the Certificate of Award and the Bonds, the passage of the Bond Ordinance, and compliance with the provisions of this Agreement and of those documents, (i) will not conflict with or result in a violation by the Issuer of the Ohio Constitution, or any laws of the State of Ohio, the City Charter or of any other applicable jurisdiction, including (without limitation, any debt limitations or other restrictions or conditions on the debt-issuing power of the Issuer), and (ii) will not conflict with or result in a violation of, or breach of, or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, note, resolution, ordinance, indenture, trust agreement, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound. (e) To the knowledge of the Issuer officials signing the Bonds: (i) No litigation or administrative action or proceeding is pending or threatened, restraining or enjoining, or seeking to restrain or enjoin, the issuance and delivery of the Bonds, or the levy and collection of taxes anticipated to pay the debt charges on the Bonds, or contesting or questioning the proceedings and authority under which the Bonds are to be authorized, issued, sold, signed or delivered or the validity of the Bonds, and, specifically, no judicial action or proceeding challenging the validity of the Bonds has been commenced by personal service on the Issuer’s chief executive officer or legal officer or Fiscal Officer. (ii) Neither the existence nor the boundaries of the Issuer nor the title to their respective offices of the present officers of the Issuer who are responsible for the authorization, issuance, signature and delivery of the Bonds is or are being contested in any judicial or administrative proceeding. (iii) No authority or proceeding for the issuance or payment of or security for the Bonds has been repealed, revoked or rescinded. (iv) No litigation or administrative action or proceeding is pending or threatened which contests or affects, in any way, the enforceability of the Basic Documents or the Bonds, the powers or authority of the Issuer with respect to the Basic Documents or the Bonds, or the exemption of the Bonds from registration with the United States Securities and Exchange Commission. (v) No petitions for referendum with respect to any measure authorizing the issuance or payment of or security for the Bonds, or the carrying out of the governmental purposes to which the proceeds of the Bonds are to be applied, and no petitions seeking to initiate any measure affecting the same or the proceedings therefor, have been filed. (f) Prior to the Closing, the Issuer will have taken all actions necessary to be taken by it for: (i) the issuance and sale of the Bonds upon the terms set forth in the Basic Documents, and (ii) the execution and delivery by the Issuer of the Bonds and of all such other instruments and the taking of all such other actions on the part of the Issuer as may be necessary or appropriate for the effectuation and consummation of the transactions contemplated by the Basic Documents and the Bonds. The Issuer will take such actions between the date of this Agreement and the Closing as are reasonably necessary to cause the warranties and representations contained in this Agreement to be true as of the Closing. (g) The Issuer will not take or omit to take any action that will in any way result in the proceeds from the sale of the Bonds being applied in a manner other than as provided in the Bond Legislation and certifications contained in the transcript of proceedings. (h) The Issuer acknowledges and agrees that the purchase and sale described herein represents a negotiated transaction and that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Issuer and the Purchaser in which the Purchaser is acting solely as a principal and not acting as a fiduciary to the Issuer; (ii) the Purchaser has not provided advice with respect to the structure, timing or other similar matters concerning the Bonds; and (iii) the Purchaser is acting solely in its capacity as a Purchaser for its own account and not as a fiduciary to the Issuer.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants and covenants as of the date of this Agreement and as of the Closing Date, as followsthat:
(a) The Issuer is a municipal corporation duly charter municipality with home rule powers and a political subdivision organized and existing under and by virtue of pursuant to the Constitution and laws of the State of Ohio New Mexico (the “State”) and is authorized by the City Charter Act to acquire, own, lease or sell projects for the purpose of promoting industry and trade by inducing manufacturing, industrial and commercial enterprises to locate or expand in the State, and promoting a sound and proper balance in the State between agriculture, commerce and industry. Under the Act, the Issuer has full the power and authority thereunder and under to enter into the transactions contemplated by the Bond Legislation to: (i) enter into this Agreement;
(ii) issue, sell Documents and deliver the Bonds as provided in this Agreement; and (iii) perform to carry out its obligations under thereunder. By proper action, the Issuer has duly authorized the execution and as contemplated in delivery of the Basic Documents and the BondsBond Documents.
(b) The City Council has duly passed Issuer will lease the Bond OrdinanceLeased Property to the Company and the Company will lease the Leased Property from the Issuer, which authorizes (i) all for the execution purpose of promoting industry and delivery trade by inducing the Company to locate the Leased Property in the State and to promote a sound and proper balance in the State between agriculture, commerce and industry. The Issuer will cooperate with the Company’s procurement from the appropriate State, county, municipal and other authorities and Persons utility connection and discharge arrangements for the adequate supply of water, gas, electricity, sewage, and other services for the operation of the Certificate of AwardLeased Property, (ii) at the execution, delivery and due performance of the Basic Documents and the Bonds, and (iii) the taking of any action as may be required on the part of the Issuer to consummate the transactions contemplated in the Basic Documents and the Bonds. All necessary approvals of those transactions have been obtained and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Issuer in connection with any of the foregoing transactionsCompany’s sole expense.
(c) When delivered to and paid for by To finance the PurchaserCosts of the Project, the Issuer will issue the Bonds. The Bonds will mature, bear interest and have been duly authorized, executed, issued, such other terms and delivered by, and will constitute valid and legal general obligations of, the Issuer, and the principal of and interest on the Bonds, unless paid from other sources and subject to bankruptcy laws and other laws affecting creditors’ rights and the exercise of judicial discretion, conditions as are to be paid from the proceeds of the levy of ad valorem taxes, within the ten-mill limitation imposed by law, on all property subject to ad valorem taxes levied by the Issuer and other sources (if any) as described set forth in the Bond LegislationIndenture.
(d) The execution Bonds are to be issued under and delivery of secured by the Indenture, pursuant to which the Issuer’s interests in this Agreement, Lease (other than the Certificate of Award Issuer Retained Rights) and the revenues and receipts derived by the Issuer from the leasing or sale of the Leased Property (other than the Issuer Retained Rights) will be pledged and assigned to the Purchaser as security for payment of the principal of, premium, if any, and interest on the Bonds.
(e) The execution, delivery and performance of the passage Issuer of the Bond Ordinance, and compliance with the provisions of this Agreement and of those documents, (i) Documents will not conflict with or result in create a violation by material breach of or material default under the Act or any other law, rule, regulation or ordinance applicable to the Issuer of the Ohio Constitution, or any laws of the State of Ohio, the City Charter or of any other applicable jurisdiction, including (without limitation, any debt limitations or other restrictions or conditions on the debt-issuing power of the Issuer), and (ii) will not conflict with or result in a violation of, or breach of, or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, note, resolution, ordinance, indenture, trust agreement, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound.
(e) To , and there is no action, suit, proceeding, inquiry or investigation by or before any court, public board or body, pending or, to the knowledge of the Issuer officials signing the Bonds:
(i) No litigation or administrative action or proceeding is pending or threatened, restraining against the Issuer, which seeks to or enjoining, or seeking to does restrain or enjoin, enjoin the issuance and delivery of the Bonds, Bonds or the levy and collection of taxes anticipated to pay the debt charges on the Bonds, or contesting or questioning the proceedings and authority under which the Bonds are to be authorized, issued, sold, signed or delivered or the validity of the Bonds, and, specifically, no judicial action or proceeding challenging the validity of the Bonds has been commenced by personal service on the Issuer’s chief executive officer or legal officer or Fiscal Officer.
(ii) Neither the existence nor the boundaries of the Issuer nor the title to their respective offices of the present officers of the Issuer who are responsible for the authorization, issuance, signature and delivery of the Bonds is or are being contested in any judicial or administrative proceeding.
(iii) No authority or proceeding for the issuance or payment of or security for the Bonds has been repealed, revoked or rescinded.
(iv) No litigation or administrative action or proceeding is pending or threatened which contests or affects, in any way, the enforceability of the Basic Documents or the Bonds, the powers or authority of the Issuer with respect to the Basic Documents or the Bonds, or the exemption of the Bonds from registration with the United States Securities and Exchange Commission.
(v) No petitions for referendum with respect to any measure authorizing the issuance or payment of or security for the Bonds, or the carrying out of the governmental purposes to which the proceeds of the Bonds are to be applied, and no petitions seeking to initiate any measure affecting the same or the proceedings therefor, have been filed.
(f) Prior to the Closing, the Issuer will have taken all actions necessary to be taken by it for: (i) the issuance and sale of the Bonds upon the terms set forth in the Basic Documents, and (ii) the execution and delivery by of any of the Issuer Bond Documents or in any manner questions the validity or enforceability of the Bonds and of all such other instruments and the taking of all such other actions on the part or any of the Issuer as may be necessary or appropriate for the effectuation and consummation of the transactions contemplated by the Basic Documents and the Bonds. The Issuer will take such actions between the date of this Agreement and the Closing as are reasonably necessary to cause the warranties and representations contained in this Agreement to be true as of the ClosingBond Documents.
(g) The Issuer will not take or omit to take any action that will in any way result in the proceeds from the sale of the Bonds being applied in a manner other than as provided in the Bond Legislation and certifications contained in the transcript of proceedings.
(h) The Issuer acknowledges and agrees that the purchase and sale described herein represents a negotiated transaction and that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Issuer and the Purchaser in which the Purchaser is acting solely as a principal and not acting as a fiduciary to the Issuer; (ii) the Purchaser has not provided advice with respect to the structure, timing or other similar matters concerning the Bonds; and (iii) the Purchaser is acting solely in its capacity as a Purchaser for its own account and not as a fiduciary to the Issuer.
Appears in 1 contract
Samples: Lease Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants and covenants as of the date of this Agreement and as of the Closing Date, as follows:
(a) The Issuer is a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio and the City Charter and has full power and authority thereunder and under the Bond Legislation to: (i) enter into this Agreement, the Continuing Disclosure Agreement, the Bond Registrar Agreement and the Escrow Agreement;
(ii) issue, sell and deliver the Bonds as provided in this Agreement; and (iii) perform its obligations under and as contemplated in the Basic Documents Documents, the Continuing Disclosure Agreement, the Escrow Agreement and the Bonds.
(b) The City Council has duly passed the Bond Ordinance, which authorizes (i) the execution and delivery of the Certificate of Award, (ii) the execution, delivery and due performance of the Basic Documents Documents, the Continuing Disclosure Agreement, the Escrow Agreement and the Bonds, and (iii) the taking of any action as may be required on the part of the Issuer to consummate the transactions contemplated in the Basic Documents Documents, the Continuing Disclosure Agreement, the Escrow Agreement and the Bonds. All necessary approvals of those transactions have been obtained and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Issuer in connection with any of the foregoing transactions.
(c) The Bonds will conform to their description in the Official Statement. When delivered to and paid for by the PurchaserUnderwriter, the Bonds will have been duly authorized, executed, issued, and delivered by, and will constitute valid and legal general obligations of, the Issuer, and the principal of and interest on the Bonds, unless paid from other sources and subject to bankruptcy laws bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, and other laws relating to or affecting creditors’ the rights and remedies of creditors generally, to the application of equitable principles, whether considered in a proceeding at law or in equity, to the exercise of judicial discretion, and to limitations on legal remedies against public entities, are to be paid from the proceeds of the levy of ad valorem taxes, within the ten-mill limitation imposed by law, on all property subject to ad valorem taxes levied by the Issuer and other sources (if any) as described in the Bond Legislation.
(d) The execution and delivery of this Agreement, the Certificate of Award Award, the Bonds, the Continuing Disclosure Agreement, the Bond Registrar Agreement and the BondsEscrow Agreement, the passage of the Bond Ordinance, and compliance with the provisions of this Agreement and of those documents, (i) will not conflict with or result in a violation by the Issuer of the Ohio Constitution, or any laws of the State of Ohio, the City Charter or of any other applicable jurisdiction, including (without limitation, any debt limitations or other restrictions or conditions on the debt-issuing power of the Issuer), and (ii) will not conflict with or result in a violation of, or breach of, or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, note, resolution, ordinance, indenture, trust agreement, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound.
(e) To the knowledge of the Issuer officials signing the Bonds:
(i) No litigation or administrative action or proceeding is pending or threatened, restraining or enjoining, or seeking to restrain or enjoin, the issuance and delivery of the Bonds, or the levy and collection of taxes anticipated to pay the debt charges on the Bonds, or contesting or questioning the proceedings and authority under which the Bonds are to be authorized, issued, sold, signed or delivered or the validity of the Bonds, and, specifically, no judicial action or proceeding challenging the validity of the Bonds has been commenced by personal service on the Issuer’s chief executive officer or legal officer or Fiscal Officer.
(ii) Neither the existence nor the boundaries of the Issuer nor the title to their respective offices of the present officers of the Issuer who are responsible for the authorization, issuance, signature and delivery of the Bonds is or are being contested in any judicial or administrative proceeding.
(iii) No authority or proceeding for the issuance or payment of or security for the Bonds has been repealed, revoked or rescinded.
(iv) No litigation or administrative action or proceeding is pending or threatened which contests or affects, in any way, the enforceability of the Basic Documents or the Bonds, the completeness or accuracy of the Official Statement, the powers or authority of the Issuer with respect to the Basic Documents Documents, the Continuing Disclosure Agreement, the Escrow Agreement or the Bonds, or the exemption of the Bonds from registration with the United States Securities and Exchange Commission.
(v) No petitions for referendum with respect to any measure authorizing the issuance or payment of or security for the Bonds, or the carrying out of the governmental purposes to which the proceeds of the Bonds are to be applied, and no petitions seeking to initiate any measure affecting the same or the proceedings therefor, have been filed.
(f) The information contained in or incorporated by reference in the Preliminary Official Statement was as of its date and as it has been completed, revised or amended is, and as it may be further completed, revised or amended to the Closing Date will be, and the information contained in the Official Statement at the Closing Date will be, true and correct in all material respects. The Preliminary Official Statement did not, and the Official Statement as of the Closing Date will not, contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Any amendments or supplements to the Official Statement prepared and furnished by the Issuer pursuant to Section 5 will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The representations contained in this paragraph (f) do not apply to any information under the caption “UNDERWRITING” and in Appendices D and E in the Preliminary Official Statement, or under the caption “UNDERWRITING” and in Appendices D and E in the Official Statement, or to information with respect to offering prices, yields or CUSIP numbers on the inside cover page of the Official Statement.
(g) Prior to the Closing, the Issuer will have taken all actions necessary to be taken by it for: (i) the issuance and sale of the Bonds upon the terms set forth in the Basic Documents, and (ii) the execution and delivery by the Issuer of the Bonds and of all such other instruments and the taking of all such other actions on the part of the Issuer as may be necessary or appropriate for the effectuation and consummation of the transactions contemplated by the Basic Documents and the Bonds. The Issuer will take such actions between the date of this Agreement and the Closing as are reasonably necessary to cause the warranties and representations contained in this Agreement to be true as of the Closing.
(gh) The Issuer will not take or omit to take any action that will in any way result in the proceeds from the sale of the Bonds being applied in a manner other than as provided in the Bond Legislation and certifications contained in the transcript of proceedings.
(hi) The Issuer acknowledges and agrees that the purchase and sale described herein represents a negotiated transaction and that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Issuer and the Purchaser Underwriter in which the Purchaser Underwriter is acting solely as a principal and not acting as a fiduciary to the Issuer; , (ii) the Purchaser Underwriter has not provided advice with respect to the structure, timing or other similar matters concerning the Bonds; and (iii) the Purchaser is acting solely in its capacity Bonds as a Purchaser for its own account an underwriter and not as a fiduciary to the Issuer, (iii) the Underwriter is acting solely in its capacity as an underwriter for its own account, and (iv) the Issuer has consulted with its own legal, accounting, tax, financial and other advisors, as applicable, to the extent deemed appropriate in connection with the sale of the Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer representsundersigned, on behalf of the Issuer, but not individually, hereby represents and warrants to and covenants as of with the date of this Agreement and as of the Closing Date, as followsUnderwriter that:
(a) The Issuer is duly organized and validly existing as a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio and Arizona (the City Charter “State”) with powers specifically required for the purposes of this Agreement, specifically Title 35, Chapter 3, Article 4, Arizona Revised Statutes, as amended (the “Act”), and has now, and at the Closing Date will have, full legal right, power and authority thereunder under the Act to adopt the Bond Ordinance and under the Act and the Bond Legislation to: Ordinance (i) to enter into into, execute and deliver this Agreement;
, the Bond Registrar and Paying Agent Agreement described in the Bond Ordinance (the “Bond Registrar and Paying Agent Agreement”), the Escrow Agreement described in the Bond Ordinance (the “Escrow Agreement”) 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 Agreement, the Bond Registrar and Paying Agent Agreement, the Escrow Agreement and the Undertaking hereinafter referred to as the “Issuer Documents”), (ii) issueto sell, sell issue and deliver the Bonds to the Underwriter as provided in this Agreement; herein and (iii) perform its obligations under to carry out and as consummate the transactions contemplated in by the Basic Bond Ordinance, the Issuer Documents and the Bonds.Official Statement, and the Issuer has complied, and will at the Closing be in compliance in all respects, with the terms of the Act, the Bond Ordinance and the Issuer Documents as they pertain to such transactions;
(b) The City Council By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly passed the Bond Ordinance, which authorizes authorized all necessary action to be taken by it for (i) the execution and delivery adoption of the Certificate Bond Ordinance and the issuance and sale of Awardthe Bonds, (ii) the executionapproval, execution and delivery of, and due the performance by the Issuer of the Basic Documents obligations on its part contained in, the Bonds and the Bonds, Issuer Documents and (iii) the taking consummation by it of all other transactions contemplated by the Official Statement and the Issuer Documents and any action and all such other agreements and documents as may be required on the part of to be executed, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated herein and in the Basic Documents and the Bonds. All necessary approvals of those transactions have been obtained and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Issuer in connection with any of the foregoing transactions.Official Statement;
(c) When delivered to and paid for by the PurchaserThe Issuer Documents constitute legal, the Bonds will have been duly authorized, executed, issued, and delivered by, and will constitute valid and legal general binding obligations of, of the Issuer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights and, in the case 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 Bond Ordinance and this Agreement, will constitute legal, valid and binding general obligations of the Issuer, entitled to the benefits of the Bond Ordinance and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights and all actions necessary to create a legal, valid and binding levy on all of the taxable property in the Issuer of a direct, annual, ad valorem tax, unlimited as to rate, sufficient to pay all the principal of and interest on the BondsBonds as the same become due, unless paid from other sources except, however, that the total aggregate of taxes levied with respect to the Bonds shall not exceed the total aggregate principal and subject interest to bankruptcy laws and other laws affecting creditors’ rights and become due on the exercise of judicial discretion, are to be paid Bonds Being Refunded (defined below) from the proceeds date of issuance of the levy Bonds to the final date of ad valorem taxesmaturity of the Bonds Being Refunded, within shall have been or shall be taken to the ten-mill limitation imposed by law, on all property subject extent such action may be taken at or prior to ad valorem taxes levied by the Issuer and other sources (if any) as described in the Bond Legislation.Closing;
(d) The Issuer is not 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, 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 this Agreement, the Certificate of Award Bonds and the Bonds, Issuer Documents and the passage adoption of the Bond Ordinance, and compliance with the provisions of this Agreement and of those documentson the Issuer’s part contained therein, (i) will not conflict with or result in a violation by the Issuer of the Ohio Constitution, or any laws of the State of Ohio, the City Charter or of any other applicable jurisdiction, including (without limitation, any debt limitations or other restrictions or conditions on the debt-issuing power of the Issuer), and (ii) will not conflict with or result in a violation of, or breach of, or constitute a material breach of or material default underunder any constitutional provision, any law or administrative regulation or any of the termsregulation, conditions or provisions of any judgment, decree, loan agreement, indenture, bond, note, resolution, ordinance, indenture, trust agreement, mortgage, deed of trust agreement or other agreement or instrument to which the Issuer is a party or by to which it the Issuer is bound.or to which any of its property or assets are otherwise subject;
(e) To All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the 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 Bond Ordinance, the Issuer Documents and the Bonds have been duly obtained, except for such approvals, consents and orders as may be required under the “blue sky” or securities laws of any jurisdiction in connection with the offering and sale of the Bonds;
(f) The Bonds conform to the descriptions thereof contained in the Official Statement under the caption “THE BONDS”; the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the caption “THE BONDS – Authorization and Purpose” and “PLAN OF REFUNDING” and the Undertaking conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE”;
(g) There is no legislation, 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 officials signing after due inquiry, threatened against the Issuer, affecting the existence of the Issuer or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the levying, assessment or collection of the property taxes for the payment of the Bonds pursuant to the Bond Ordinance or in any way contesting or affecting the adoption of the Bond Ordinance or the validity or enforceability of the Bonds or the Issuer Documents, or contesting the exclusion from gross income of interest on the Tax-Exempt Bonds for federal income tax purposes or the exemption from taxation of interest on the Bonds for State income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds:, the adoption of the 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 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) No litigation At the time of the Issuer’s acceptance hereof and (unless the Official Statement is amended or administrative action supplemented pursuant to paragraph (d) of Section 4 of this Agreement) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement does not and will not contain any untrue statement of a material fact or proceeding omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(j) If the Official Statement is pending supplemented or threatenedamended pursuant to paragraph (d) of Section 4 of this Agreement, restraining at the time of each supplement or enjoiningamendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading;
(k) The Issuer will apply, or seeking cause to restrain or enjoinbe applied, the issuance and delivery of proceeds from the Bonds, or the levy and collection of taxes anticipated to pay the debt charges on the Bonds, or contesting or questioning the proceedings and authority under which the Bonds are to be authorized, issued, sold, signed or delivered or the validity of the Bonds, and, specifically, no judicial action or proceeding challenging the validity sale of the Bonds has been commenced by personal service as provided in and subject to all of the terms and provisions of the 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 of interest on the Issuer’s chief executive officer Tax-Exempt Bonds or legal officer the Bonds Being Refunded or Fiscal Officer.the exemption from taxation of interest on the Bonds or the Bonds Being Refunded for State income tax purposes;
(iil) Neither The Issuer will furnish such information and execute such instruments and take such action in cooperation with the existence nor Underwriter as the boundaries Underwriter may reasonably request (A) to (y) qualify the Bonds for offer and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions in the Issuer nor United States as the title to their respective offices of Underwriter may designate and (z) determine the present officers of the Issuer who are responsible for the authorization, issuance, signature and delivery eligibility of the Bonds is or are being contested for investment under the laws of such states and other jurisdictions and (B) to continue such qualifications in any judicial or administrative proceeding.
(iii) No authority or proceeding effect so long as required for the issuance or payment distribution of or security for the Bonds has been repealed(provided, revoked or rescinded.
(iv) No litigation or administrative action or proceeding is pending or threatened which contests or affectshowever, in any way, the enforceability of the Basic Documents or the Bonds, the powers or authority of 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 Underwriter immediately of receipt by the Issuer of any notification with respect to the Basic Documents or suspension of the Bonds, or the exemption qualification of the Bonds from registration with for sale in any jurisdiction or the United States Securities and Exchange Commission.initiation or threat of any proceeding for that purpose;
(vm) No petitions The financial statements of, and other financial information regarding, the Issuer in the Official Statement fairly present the financial position and results of the Issuer as of the dates and for referendum the periods therein set 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 throughout the periods concerned (except as otherwise disclosed in the Official Statement or financial statements); since June 30, 2016, except as disclosed in the Official Statement, 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, there will be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer 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 any measure authorizing previous issuances of bonds, securities and lease-purchase agreements of the issuance Issuer pursuant to Section 35-501(B), Arizona Revised Statutes, as amended, and will 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 payment of or security shall execute and deliver prior to the Closing, and in time for the BondsClosing to occur at its specified time, or the carrying out of the governmental purposes documents required to which the proceeds of cause the Bonds are to be applied, and no petitions seeking to initiate any measure affecting the same eligible for deposit with DTC (as defined herein) or the proceedings therefor, have been filed.other securities depositories;
(fp) 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 have taken all actions necessary not, to be taken by the extent it for: (i) can legally agree to do so, offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, in each case payable from the issuance and sale same source as the Bonds, without the prior approval of the Bonds upon the terms set forth in the Basic DocumentsUnderwriter; and
(r) Any certificate, and (ii) the execution and delivery signed by the Issuer of the Bonds and of all such other instruments and the taking of all such other actions on the part any official of the Issuer as may be necessary or appropriate for the effectuation and consummation of authorized to do so in connection with the transactions contemplated by the Basic Documents and the Bonds. The Issuer will take such actions between the date of this Agreement shall be deemed a representation and the Closing as are reasonably necessary to cause the warranties and representations contained in this Agreement to be true as of the Closing.
(g) The Issuer will not take or omit to take any action that will in any way result in the proceeds from the sale of the Bonds being applied in a manner other than as provided in the Bond Legislation and certifications contained in the transcript of proceedings.
(h) The Issuer acknowledges and agrees that the purchase and sale described herein represents a negotiated transaction and that: (i) the transaction contemplated warranty by this Agreement is an arm’s length, commercial transaction between the Issuer and the Purchaser in which the Purchaser is acting solely as a principal and not acting as a fiduciary to the Issuer; (ii) the Purchaser has not provided advice with respect Underwriter as to the structure, timing or other similar matters concerning the Bonds; and (iii) the Purchaser is acting solely in its capacity as a Purchaser for its own account and not as a fiduciary to the Issuerstatements made therein.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants and covenants as of the date of this Agreement and as of the Closing Date, as follows:
(a) The Issuer is a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio and the City Charter and has full power and authority thereunder and under the Bond Legislation to: (i) enter into this Agreement;
, the Continuing Disclosure Agreement, the Trust Agreement and the Escrow Agreement; (ii) issue, sell and deliver the Series 2014 Bonds as provided in this Agreement; and (iii) perform its obligations under and as contemplated in the Basic Documents Documents, the Continuing Disclosure Agreement, the Escrow Agreement and the Series 2014 Bonds.
(b) The City Council has duly passed the Series 2014 Bond Ordinance, which authorizes (i) the execution and delivery of the Certificate of Award, (ii) the execution, delivery and due performance of the Basic Documents Documents, the Continuing Disclosure Agreement, the Escrow Agreement and the Series 2014 Bonds, and (iii) the taking of any action as may be required on the part of the Issuer to consummate the transactions contemplated in the Basic Documents and the Series 2014 Bonds. All necessary approvals of those transactions have been obtained and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Issuer in connection with any of the foregoing transactions.
(c) When The Series 2014 Bonds will conform to their description in the Official Statement; when delivered to and paid for by the PurchaserUnderwriter, the Series 2014 Bonds will have been duly authorized, executed, issued, and delivered by, and will constitute valid and legal general special obligations of, the Issuer, and the principal of and interest on the Series 2014 Bonds, unless paid from other sources and subject to bankruptcy laws and other laws affecting creditors’ rights and the exercise of judicial discretion, are to be paid payable from the proceeds net revenues of the levy of ad valorem taxes, within the ten-mill limitation imposed by law, on all property subject to ad valorem taxes levied by the Issuer and other sources (if any) Issuer’s water utility as described in the Bond LegislationOfficial Statement.
(d) The execution and delivery of this Agreement, the Certificate of Award Award, the Series 2014 Bonds, the Continuing Disclosure Agreement, the Trust Agreement and the BondsEscrow Agreement, the passage of the Series 2014 Bond Ordinance, and compliance with the provisions of this Agreement and of those documents, (i) will not conflict with or result in a violation by the Issuer of the Ohio Constitution, or any laws of the State of Ohio, the City Charter or of any other applicable jurisdiction, including (without limitation, any debt limitations or other restrictions or conditions on the debt-issuing power of the Issuer), and (ii) will not conflict with or result in a violation of, or breach of, or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, note, resolution, ordinance, indenture, trust agreement, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound.
(e) To the knowledge of the Issuer officials signing the Series 2014 Bonds:
(i) No litigation or administrative action or proceeding is pending or threatened, restraining or enjoining, or seeking to restrain or enjoin, the issuance and delivery of the Series 2014 Bonds, or the levy establishment and collection of taxes rates and charges of the Issuer’s water utility anticipated to pay the debt charges on the Series 2014 Bonds, or contesting or questioning the proceedings and authority under which the Series 2014 Bonds are to be authorized, issued, sold, signed or delivered or the validity of the Series 2014 Bonds, and, specifically, no judicial action or proceeding challenging the validity of the Series 2014 Bonds has been commenced by personal service on the Issuer’s chief executive officer or legal officer or Fiscal Officer.
(ii) Neither the existence nor the boundaries of the Issuer nor the title to their respective offices of the present officers of the Issuer who are responsible for the authorization, issuance, signature and delivery of the Series 2014 Bonds is or are being contested in any judicial or administrative proceeding.
(iii) No authority or proceeding for the issuance or payment of or security for the Series 2014 Bonds has been repealed, revoked or rescinded.
(iv) No litigation or administrative action or proceeding is pending or threatened which contests contesting or affectsaffecting, in any way, the enforceability of the Basic Documents or the Series 2014 Bonds, the completeness or accuracy of the Official Statement, the powers or authority of the Issuer with respect to the Basic Documents Documents, the Continuing Disclosure Agreement, the Escrow Agreement or the Series 2014 Bonds, or the exemption of the Series 2014 Bonds from registration with the United States Securities and Exchange Commission.
(v) No petitions for referendum with respect to any measure authorizing the issuance or payment of or security for the Series 2014 Bonds, or the carrying out of the governmental purposes to which the proceeds of the Series 2014 Bonds are to be applied, and no petitions seeking to initiate any measure affecting the same or the proceedings therefor, have been filed.
(f) The information contained in or incorporated by reference in the Preliminary Official Statement was as of its date and as it has been completed, revised or amended is, and as it may be further completed, revised or amended to the Closing Date will be, and the information contained in the Official Statement at the Closing Date will be, true and correct in all material respects. The Preliminary Official Statement did not, and the Official Statement as of the Closing Date will not, contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Any amendments or supplements to the Official Statement prepared and furnished by the Issuer pursuant to Section 5 will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The representations contained in this paragraph (f) do not apply to any information under the caption “UNDERWRITING” and in Appendices D and E in the Preliminary Official Statement, or under the caption “UNDERWRITING” and in Appendices D and E in the Official Statement, or to information with respect to offering prices, yields or CUSIP numbers on the inside cover page of the Official Statement.
(g) Prior to the Closing, the Issuer will have taken all actions necessary to be taken by it for: (i) the issuance and sale of the Series 2014 Bonds upon the terms set forth in the Basic Documents, and (ii) the execution and delivery by the Issuer of the Series 2014 Bonds and of all such other instruments and the taking of all such other actions on the part of the Issuer as may be necessary or appropriate for the effectuation and consummation of the transactions contemplated by the Basic Documents and the Series 2014 Bonds. The Issuer will take such actions between the date of this Agreement and the Closing as are reasonably necessary to cause the warranties and representations contained in this Agreement to be true as of the Closing.
(gh) The Issuer will not take or omit to take any action that will in any way result in the proceeds from the sale of the Series 2014 Bonds being applied in a manner other than as provided in the Bond Legislation and certifications contained in the transcript of proceedings.
(hi) The Issuer acknowledges and agrees that the purchase and sale described herein represents a negotiated transaction and that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Issuer and the Purchaser Underwriter in which the Purchaser Underwriter is acting solely as a principal and not acting as a fiduciary to the Issuer; , (ii) the Purchaser Underwriter has not provided advice with respect to the structure, timing or other similar matters concerning the Bonds; and (iii) the Purchaser is acting solely in its capacity Series 2014 Bonds as a Purchaser for its own account an underwriter and not as a fiduciary to the Issuer, (iii) the Underwriter is acting solely in its capacity as an underwriter for its own account, and (iv) the Issuer has consulted with its own legal, accounting, tax, financial and other advisors, as applicable, to the extent deemed appropriate in connection with the sale of the Series 2014 Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants and covenants as of the date of this Agreement and as of the Closing Date, as follows:
(a) The Issuer is a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio and the City Charter and has full power and authority thereunder and under the Bond Legislation to: (i) enter into this Agreement;
(ii) issue, sell and deliver the Bonds as provided in this Agreement; and (iii) perform its obligations under and as contemplated in the Basic Documents and the Bonds.
(b) The City Council has duly passed the Bond Ordinance, which authorizes (i) the execution and delivery of the Certificate of Award, (ii) the execution, delivery and due performance of the Basic Documents and the Bonds, and (iii) the taking of any action as may be required on the part of the Issuer to consummate the transactions contemplated in the Basic Documents and the Bonds. All necessary approvals of those transactions have been obtained and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Issuer in connection with any of the foregoing transactions.
(c) When delivered to and paid for by the Placement Agent on behalf of the Purchaser, the Bonds will have been duly authorized, executed, issued, and delivered by, and will constitute valid and legal general obligations of, the Issuer, and the principal of and interest on the Bonds, unless paid from other sources and subject to bankruptcy laws and other laws affecting creditors’ rights and the exercise of judicial discretion, are to be paid from the proceeds of the levy of ad valorem taxes, within the ten-mill limitation imposed by law, on all property subject to ad valorem taxes levied by the Issuer and other sources (if any) as described in the Bond Legislation.
(d) The execution and delivery of this Agreement, the Certificate of Award and the Bonds, the passage of the Bond Ordinance, and compliance with the provisions of this Agreement and of those documents, (i) will not conflict with or result in a violation by the Issuer of the Ohio Constitution, or any laws of the State of Ohio, the City Charter or of any other applicable jurisdiction, including (without limitation, any debt limitations or other restrictions or conditions on the debt-issuing power of the Issuer), and (ii) will not conflict with or result in a violation of, or breach of, or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, note, resolution, ordinance, indenture, trust agreement, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound.
(e) To the knowledge of the Issuer officials signing the Bonds:
(i) No litigation or administrative action or proceeding is pending or threatened, restraining or enjoining, or seeking to restrain or enjoin, the issuance and delivery of the Bonds, or the levy and collection of taxes anticipated to pay the debt charges on the Bonds, or contesting or questioning the proceedings and authority under which the Bonds are to be authorized, issued, sold, signed or delivered or the validity of the Bonds, and, specifically, no judicial action or proceeding challenging the validity of the Bonds has been commenced by personal service on the Issuer’s chief executive officer or legal officer or Fiscal Officer.
(ii) Neither the existence nor the boundaries of the Issuer nor the title to their respective offices of the present officers of the Issuer who are responsible for the authorization, issuance, signature and delivery of the Bonds is or are being contested in any judicial or administrative proceeding.
(iii) No authority or proceeding for the issuance or payment of or security for the Bonds has been repealed, revoked or rescinded.
(iv) No litigation or administrative action or proceeding is pending or threatened which contests or affects, in any way, the enforceability of the Basic Documents or the Bonds, the powers or authority of the Issuer with respect to the Basic Documents or the Bonds, or the exemption of the Bonds from registration with the United States Securities and Exchange Commission.
(v) No petitions for referendum with respect to any measure authorizing the issuance or payment of or security for the Bonds, or the carrying out of the governmental purposes to which the proceeds of the Bonds are to be applied, and no petitions seeking to initiate any measure affecting the same or the proceedings therefor, have been filed.
(f) Prior to the Closing, the Issuer will have taken all actions necessary to be taken by it for: (i) the issuance and sale of the Bonds upon the terms set forth in the Basic Documents, and (ii) the execution and delivery by the Issuer of the Bonds and of all such other instruments and the taking of all such other actions on the part of the Issuer as may be necessary or appropriate for the effectuation and consummation of the transactions contemplated by the Basic Documents and the Bonds. The Issuer will take such actions between the date of this Agreement and the Closing as are reasonably necessary to cause the warranties and representations contained in this Agreement to be true as of the Closing.
(g) The Issuer will not take or omit to take any action that will in any way result in the proceeds from the sale of the Bonds being applied in a manner other than as provided in the Bond Legislation and certifications contained in the transcript of proceedings.
(h) The Issuer acknowledges and agrees that the purchase and sale described herein represents a negotiated transaction and that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Issuer and the Purchaser in which the Purchaser is acting solely as a principal and not acting as a fiduciary to the Issuer; (ii) the Purchaser has not provided advice with respect to the structure, timing or other similar matters concerning the Bonds; and (iii) the Purchaser is acting solely in its capacity as a Purchaser for its own account and not as a fiduciary to the Issuer.
Appears in 1 contract
Samples: Bond Placement Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants and covenants as of the date of this Agreement and as of the Closing Date, as follows:
(a) The Issuer is a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio and the City Charter and has full power and authority thereunder and under the Bond Legislation to: (i) enter into this Agreement and the Escrow Agreement;
; (ii) issue, sell and deliver the Bonds as provided in this Agreement; and and
(iii) perform its obligations under and as contemplated in the Basic Documents Documents, the Escrow Agreement and the Bonds.
(b) The City Council has duly passed the Bond Ordinance, which authorizes (i) the execution and delivery of the Certificate of Award, (ii) the execution, delivery and due performance of the Basic Documents Documents, the Escrow Agreement and the Bonds, and (iii) the taking of any action as may be required on the part of the Issuer to consummate the transactions contemplated in the Basic Documents and the Bonds. All necessary approvals of those transactions have been obtained and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Issuer in connection with any of the foregoing transactions.
(c) When delivered to and paid for by the Purchaser, the Bonds will have been duly authorized, executed, issued, and delivered by, and will constitute valid and legal general obligations of, the Issuer, and the principal of and interest on the Bonds, unless paid from other sources and subject to bankruptcy laws and other laws affecting creditors’ rights and the exercise of judicial discretion, are to be paid from the proceeds of the levy of ad valorem taxes, within the ten-mill limitation imposed by law, on all property subject to ad valorem taxes levied by the Issuer and other sources (if any) as described in the Bond Legislation.
(d) The execution and delivery of this Agreement, the Certificate of Award Award, the Bonds and the BondsEscrow Agreement, the passage of the Bond Ordinance, and compliance with the provisions of this Agreement and of those documents, (i) will not conflict with or result in a violation by the Issuer of the Ohio Constitution, or any laws of the State of Ohio, the City Charter or of any other applicable jurisdiction, including (without limitation, any debt limitations or other restrictions or conditions on the debt-issuing power of the Issuer), and (ii) will not conflict with or result in a violation of, or breach of, or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, note, resolution, ordinance, indenture, trust agreement, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound.
(e) To the knowledge of the Issuer officials signing the Bonds:
(i) No litigation or administrative action or proceeding is pending or threatened, restraining or enjoining, or seeking to restrain or enjoin, the issuance and delivery of the Bonds, or the levy and collection of taxes anticipated to pay the debt charges on the Bonds, or contesting or questioning the proceedings and authority under which the Bonds are to be authorized, issued, sold, signed or delivered or the validity of the Bonds, and, specifically, no judicial action or proceeding challenging the validity of the Bonds has been commenced by personal service on the Issuer’s chief executive officer or legal officer or Fiscal Officer.
(ii) Neither the existence nor the boundaries of the Issuer nor the title to their respective offices of the present officers of the Issuer who are responsible for the authorization, issuance, signature and delivery of the Bonds is or are being contested in any judicial or administrative proceeding.
(iii) No authority or proceeding for the issuance or payment of or security for the Bonds has been repealed, revoked or rescinded.
(iv) No litigation or administrative action or proceeding is pending or threatened which contests or affects, in any way, the enforceability of the Basic Documents or the Bonds, the powers or authority of the Issuer with respect to the Basic Documents Documents, the Escrow Agreement or the Bonds, or the exemption of the Bonds from registration with the United States Securities and Exchange Commission.
(v) No petitions for referendum with respect to any measure authorizing the issuance or payment of or security for the Bonds, or the carrying out of the governmental purposes to which the proceeds of the Bonds are to be applied, and no petitions seeking to initiate any measure affecting the same or the proceedings therefor, have been filed.
(f) Prior to the Closing, the Issuer will have taken all actions necessary to be taken by it for: (i) the issuance and sale of the Bonds upon the terms set forth in the Basic Documents, and (ii) the execution and delivery by the Issuer of the Bonds and of all such other instruments and the taking of all such other actions on the part of the Issuer as may be necessary or appropriate for the effectuation and consummation of the transactions contemplated by the Basic Documents and the Bonds. The Issuer will take such actions between the date of this Agreement and the Closing as are reasonably necessary to cause the warranties and representations contained in this Agreement to be true as of the Closing.
(g) The Issuer will not take or omit to take any action that will in any way result in the proceeds from the sale of the Bonds being applied in a manner other than as provided in the Bond Legislation and certifications contained in the transcript of proceedings.
(h) The Issuer acknowledges and agrees that the purchase and sale described herein represents a negotiated transaction and that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Issuer and the Purchaser in which the Purchaser is acting solely as a principal and not acting as a fiduciary to the Issuer; (ii) the Purchaser has not provided advice with respect to the structure, timing or other similar matters concerning the Bonds; and (iii) the Purchaser is acting solely in its capacity as a Purchaser for its own account and not as a fiduciary to the Issuer.
Appears in 1 contract
Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants and covenants as of the date of this Agreement and as of the Closing Date, as follows:
(a) : The Issuer is a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio and the City Charter and has full power and authority thereunder and under the Bond Legislation to: (i) enter into this Agreement;
, the Continuing Disclosure Agreement, the Bond Registrar Agreement and the Escrow Agreement; (ii) issue, sell and deliver the Bonds as provided in this Agreement; and (iii) perform its obligations under and as contemplated in the Basic Documents Documents, the Continuing Disclosure Agreement, the Escrow Agreement and the Bonds.
(b) . The City Council has duly passed the Bond Ordinance, which authorizes (i) the execution and delivery of the Certificate of Award, (ii) the execution, delivery and due performance of the Basic Documents Documents, the Continuing Disclosure Agreement, the Escrow Agreement and the Bonds, and (iii) the taking of any action as may be required on the part of the Issuer to consummate the transactions contemplated in the Basic Documents Documents, the Continuing Disclosure Agreement, the Escrow Agreement and the Bonds. All necessary approvals of those transactions have been obtained and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Issuer in connection with any of the foregoing transactions.
(c) . The Bonds will conform to their description in the Official Statement. When delivered to and paid for by the PurchaserUnderwriter, the Bonds will have been duly authorized, executed, issued, and delivered by, and will constitute valid and legal general obligations of, the Issuer, and the principal of and interest on the Bonds, unless paid from other sources and subject to bankruptcy laws bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, and other laws relating to or affecting creditors’ the rights and remedies of creditors generally, to the application of equitable principles, whether considered in a proceeding at law or in equity, to the exercise of judicial discretion, and to limitations on legal remedies against public entities, are to be paid from the proceeds of the levy of ad valorem taxes, within the ten-mill limitation imposed by law, on all property subject to ad valorem taxes levied by the Issuer and other sources (if any) as described in the Bond Legislation.
(d) . The execution and delivery of this Agreement, the Certificate of Award Award, the Bonds, the Continuing Disclosure Agreement, the Bond Registrar Agreement and the BondsEscrow Agreement, the passage of the Bond Ordinance, and compliance with the provisions of this Agreement and of those documents, (i) will not conflict with or result in a violation by the Issuer of the Ohio Constitution, or any laws of the State of Ohio, the City Charter Ohio or of any other applicable jurisdiction, including (without limitation, any debt limitations or other restrictions or conditions on the debt-issuing debt‑issuing power of the Issuer), and (ii) will not conflict with or result in a violation of, or breach of, or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, note, resolution, ordinance, indenture, trust agreement, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound.
(e) . To the knowledge of the Issuer officials signing the Bonds:
(i) : No litigation or administrative action or proceeding is pending or threatened, restraining or enjoining, or seeking to restrain or enjoin, the issuance and delivery of the Bonds, or the levy and collection of taxes anticipated to pay the debt charges on the Bonds, or contesting or questioning the proceedings and authority under which the Bonds are to be authorized, issued, sold, signed or delivered or the validity of the Bonds, and, specifically, no judicial action or proceeding challenging the validity of the Bonds has been commenced by personal service on the Issuer’s chief executive officer or legal officer or Fiscal Officer.
(ii) . Neither the existence nor the boundaries of the Issuer nor the title to their respective offices of the present officers of the Issuer who are responsible for the authorization, issuance, signature and delivery of the Bonds is or are being contested in any judicial or administrative proceeding.
(iii) . No authority or proceeding for the issuance or payment of or security for the Bonds has been repealed, revoked or rescinded.
(iv) . No litigation or administrative action or proceeding is pending or threatened which contests or affects, in any way, the enforceability of the Basic Documents or the Bonds, the completeness or accuracy of the Official Statement, the powers or authority of the Issuer with respect to the Basic Documents Documents, the Continuing Disclosure Agreement, the Escrow Agreement or the Bonds, or the exemption of the Bonds from registration with the United States Securities and Exchange Commission.
(v) . No petitions for referendum with respect to any measure authorizing the issuance or payment of or security for the Bonds, or the carrying out of the governmental purposes to which the proceeds of the Bonds are to be applied, and no petitions seeking to initiate any measure affecting the same or the proceedings therefor, have been filed.
. The information contained in or incorporated by reference in the Preliminary Official Statement was as of its date and as it has been completed, revised or amended is, and as it may be further completed, revised or amended to the Closing Date will be, and the information contained in the Official Statement at the Closing Date will be, true and correct in all material respects. The Preliminary Official Statement did not, and the Official Statement as of the Closing Date will not, contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Any amendments or supplements to the Official Statement prepared and furnished by the Issuer pursuant to Section 5 will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The representations contained in this paragraph (f) do not apply to any information under the caption “UNDERWRITING” and in Appendices D, E [and G] in the Preliminary Official Statement, or under the caption “UNDERWRITING” and in Appendices D, E [and G] in the Official Statement, or to information with respect to offering prices, yields or CUSIP numbers on the inside cover page of the Official Statement. Prior to the Closing, the Issuer will have taken all actions necessary to be taken by it for: (i) the issuance and sale of the Bonds upon the terms set forth in the Basic Documents, and (ii) the execution and delivery by the Issuer of the Bonds and of all such other instruments and the taking of all such other actions on the part of the Issuer as may be necessary or appropriate for the effectuation and consummation of the transactions contemplated by the Basic Documents and the Bonds. The Issuer will take such actions between the date of this Agreement and the Closing as are reasonably necessary to cause the warranties and representations contained in this Agreement to be true as of the Closing.
(g) . The Issuer will not take or omit to take any action that will in any way result in the proceeds from the sale of the Bonds being applied in a manner other than as provided in the Bond Legislation and certifications contained in the transcript of proceedings.
(h) . The Issuer acknowledges and agrees that the purchase and sale described herein represents a negotiated transaction and that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Issuer and the Purchaser Underwriter in which the Purchaser Underwriter is acting solely as a principal and not acting as a fiduciary to the Issuer; , (ii) the Purchaser Underwriter has not provided advice with respect to the structure, timing or other similar matters concerning the Bonds; and (iii) the Purchaser is acting solely in its capacity Bonds as a Purchaser for its own account an underwriter and not as a fiduciary to the Issuer, (iii) the Underwriter is acting solely in its capacity as an underwriter for its own account, and (iv) the Issuer has consulted with its own legal, accounting, tax, financial and other advisors, as applicable, to the extent deemed appropriate in connection with the sale of the Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants and covenants as of the date of this Agreement and as of the Closing Date, as follows:
(a) The Issuer is a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio and the City Charter and has full power and authority thereunder and under the Bond Note Legislation to: (i) enter into this Agreement;
(ii) issue, sell and deliver the Bonds Notes as provided in this Agreement; and (iii) perform its obligations under and as contemplated in the Basic Documents and the BondsNotes.
(b) The City Council has duly passed the Bond Note Ordinance, which authorizes (i) the execution and delivery of the Certificate of Award, (ii) the execution, delivery and due performance of the Basic Documents and the BondsNotes, and (iii) the taking of any action as may be required on the part of the Issuer to consummate the transactions contemplated in the Basic Documents and the BondsNotes. All necessary approvals of those transactions have been obtained and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Issuer in connection with any of the foregoing transactions.
(c) When delivered to and paid for by the PurchaserUnderwriter, the Bonds Notes will have been duly authorized, executed, issued, and delivered by, and will constitute valid and legal general special obligations of, the Issuer, and the principal of and interest on the BondsNotes, unless paid from other sources and subject to bankruptcy laws bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, and other laws relating to or affecting creditors’ the rights and remedies of creditors generally; to the application of equitable principles, whether considered in a proceeding at law or in equity; to the exercise of judicial discretion; and to limitations on legal remedies against public entities, are to be paid payable from the proceeds of bonds in anticipation of which the levy of ad valorem taxes, within Notes are being issued and the ten-mill limitation imposed by law, on all property subject to ad valorem taxes levied by the Issuer and other sources (if any) as described in the Bond LegislationNontax Revenues.
(d) The execution and delivery of this Agreement, the Certificate of Award and Award, the BondsNotes, the passage of the Bond Note Ordinance, and compliance with the provisions of this Agreement and of those documents, (i) will not conflict with or result in a violation by the Issuer of the Ohio Constitution, or any laws of the State of Ohio, the City Charter or of any other applicable jurisdiction, including (without limitation, any debt limitations or other restrictions or conditions on the debt-issuing power of the Issuer), and (ii) will not conflict with or result in a violation of, or breach of, or constitute a default under, any law or administrative regulation or any of the terms, conditions or provisions of any judgment, decree, loan agreement, note, resolution, ordinance, indenture, trust agreement, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound.
(e) To the knowledge of the Issuer officials signing the BondsNotes:
(i) No litigation or administrative action or proceeding is pending or threatened, restraining or enjoining, or seeking to restrain or enjoin, the issuance and delivery of the BondsNotes, or the levy and issuance of the bonds in anticipation of which the Notes are being issued or the collection of taxes the Nontax Revenues anticipated to pay the debt charges on the BondsNotes, or contesting or questioning the proceedings and authority under which the Bonds Notes are to be authorized, issued, sold, signed or delivered or the validity of the BondsNotes or the issuance of the bonds in anticipation of which the Notes or the issuance of the bonds in anticipation of which the Notes are being issued, and, specifically, no judicial action or proceeding challenging the validity of the Bonds Notes has been commenced by personal service on the Issuer’s chief executive officer or legal officer or Fiscal Officer.
(ii) Neither the existence nor the boundaries of the Issuer nor the title to their respective offices of the present officers of the Issuer who are responsible for the authorization, issuance, signature and delivery of the Bonds Notes is or are being contested in any judicial or administrative proceeding.
(iii) No authority or proceeding for the issuance or payment of or security for the Bonds Notes has been repealed, revoked or rescinded.
(iv) No litigation or administrative action or proceeding is pending or threatened which contests or affects, in any way, the enforceability of the Basic Documents or the BondsNotes, the powers or authority of the Issuer with respect to the Basic Documents or the BondsNotes, or the exemption of the Bonds Notes from registration with the United States Securities and Exchange Commission.
(v) No petitions for referendum with respect to any measure authorizing the issuance or payment of or security for the BondsNotes, or the carrying out of the governmental purposes to which the proceeds of the Bonds Notes are to be applied, and no petitions seeking to initiate any measure affecting the same or the proceedings therefor, have been filed.
(f) Prior to the Closing, the Issuer will have taken all actions necessary to be taken by it for: (i) the issuance and sale of the Bonds Notes upon the terms set forth in the Basic Documents, and (ii) the execution and delivery by the Issuer of the Bonds and of all such other instruments and the taking of all such other actions on the part of the Issuer as may be necessary or appropriate for the effectuation and consummation of the transactions contemplated by the Basic Documents and the Bonds. The Issuer will take such actions between the date of this Agreement and the Closing as are reasonably necessary to cause the warranties and representations contained in this Agreement to be true as of the Closing.
(g) The Issuer will not take or omit to take any action that will in any way result in the proceeds from the sale of the Bonds being applied in a manner other than as provided in the Bond Legislation and certifications contained in the transcript of proceedings.
(h) The Issuer acknowledges and agrees that the purchase and sale described herein represents a negotiated transaction and that: (i) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Issuer and the Purchaser in which the Purchaser is acting solely as a principal and not acting as a fiduciary to the Issuer; (ii) the Purchaser has not provided advice with respect to the structure, timing or other similar matters concerning the Bonds; and (iii) the Purchaser is acting solely in its capacity as a Purchaser for its own account and not as a fiduciary to the Issuer.and
Appears in 1 contract
Samples: Note Purchase Agreement
Representations, Warranties and Covenants of the Issuer. The Issuer representsundersigned, on behalf of the Issuer, but not individually, hereby represents and warrants to and covenants as of with the date of this Agreement and as of the Closing Date, as followsUnderwriter that:
(a) The Issuer is duly organized and validly existing as a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio and Arizona (the City Charter “State”) with powers specifically required for the purposes of this Agreement, specifically Title 35, Chapter 3, Article 4, Arizona Revised Statutes, as amended (the “Act”), and has now, and at the Closing Date will have, full legal right, power and authority thereunder under the Act to adopt the Bond Ordinance and under the Act and the Bond Legislation to: Ordinance (i) to enter into into, execute and deliver this Agreement;
, the Bond Registrar and Paying Agent Agreement described in the Bond Ordinance (the “Bond Registrar and Paying Agent Agreement”), the Escrow Agreement described in the Bond Ordinance (the “Escrow Agreement”) 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 Agreement, the Bond Registrar and Paying Agent Agreement, the Escrow Agreement and the Undertaking hereinafter referred to as the “Issuer Documents”), (ii) issueto sell, sell issue and deliver the Bonds to the Underwriter as provided in this Agreement; herein and (iii) perform its obligations under to carry out and as consummate the transactions contemplated in by the Basic Bond Ordinance, the Issuer Documents and the Bonds.Official Statement, and the Issuer has complied, and will at the Closing be in compliance in all respects, with the terms of the Act, the Bond Ordinance and the Issuer Documents as they pertain to such transactions;
(b) The City Council By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly passed the Bond Ordinance, which authorizes authorized all necessary action to be taken by it for (i) the execution and delivery adoption of the Certificate Bond Ordinance and the issuance and sale of Awardthe Bonds, (ii) the executionapproval, execution and delivery of, and due the performance by the Issuer of the Basic Documents obligations on its part contained in, the Bonds and the Bonds, Issuer Documents and (iii) the taking consummation by it of all other transactions contemplated by the Official Statement and the Issuer Documents and any action and all such other agreements and documents as may be required on the part of to be executed, delivered and/or received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated herein and in the Basic Documents and the Bonds. All necessary approvals of those transactions have been obtained and, except as may be required under the securities laws of any state, there is no further requirement as to any other consent, approval, authorization or other order of, filing with, registration with, or certification by, any regulatory authority having jurisdiction over the Issuer in connection with any of the foregoing transactions.Official Statement;
(c) When delivered to and paid for by the PurchaserThe Issuer Documents constitute legal, the Bonds will have been duly authorized, executed, issued, and delivered by, and will constitute valid and legal general binding obligations of, of the Issuer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights and, in the case 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 Bond Ordinance and this Agreement, will constitute legal, valid and binding general obligations of the Issuer, entitled to the benefits of the Bond Ordinance and enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights and all actions necessary to create a legal, valid and binding levy on all of the taxable property in the Issuer of a direct, annual, ad valorem tax, unlimited as to rate, sufficient to pay all the principal of and interest on the BondsBonds as the same become due, unless paid from other sources except, however, that the total aggregate of taxes levied with respect to the Bonds shall not exceed the total aggregate principal and subject interest to bankruptcy laws and other laws affecting creditors’ rights and become due on the exercise of judicial discretion, are to be paid Bonds Being Refunded (defined below) from the proceeds date of issuance of the levy Bonds to the final date of ad valorem taxesmaturity of the Bonds Being Refunded, within shall have been or shall be taken to the ten-mill limitation imposed by law, on all property subject extent such action may be taken at or prior to ad valorem taxes levied by the Issuer and other sources (if any) as described in the Bond Legislation.Closing;
(d) The Issuer is not 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, 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 this Agreement, the Certificate of Award Bonds and the Bonds, Issuer Documents and the passage adoption of the Bond Ordinance, and compliance with the provisions of this Agreement and of those documentson the Issuer’s part contained therein, (i) will not conflict with or result in a violation by the Issuer of the Ohio Constitution, or any laws of the State of Ohio, the City Charter or of any other applicable jurisdiction, including (without limitation, any debt limitations or other restrictions or conditions on the debt-issuing power of the Issuer), and (ii) will not conflict with or result in a violation of, or breach of, or constitute a material breach of or material default underunder any constitutional provision, any law or administrative regulation or any of the termsregulation, conditions or provisions of any judgment, decree, loan agreement, indenture, bond, note, resolution, ordinance, indenture, trust agreement, mortgage, deed of trust agreement or other agreement or instrument to which the Issuer is a party or by to which it the Issuer is bound.or to which any of its property or assets are otherwise subject;
(e) To All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the 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 Bond Ordinance, the Issuer Documents and the Bonds have been duly obtained, except for such approvals, consents and orders as may be required under the “blue sky” or securities laws of any jurisdiction in connection with the offering and sale of the Bonds;
(f) The Bonds conform to the descriptions thereof contained in the Official Statement under the caption “THE BONDS”; the proceeds of the sale of the Bonds will be applied generally as described in the Official Statement under the caption “THE BONDS – Authorization and Purpose” and “PLAN OF REFUNDING” and the Undertaking conforms to the description thereof contained in the Official Statement under the caption “CONTINUING DISCLOSURE”;
(g) There is no legislation, 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 officials signing after due inquiry, threatened against the Issuer, affecting the existence of the Issuer or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the levying, assessment or collection of the property taxes for the payment of the Bonds pursuant to the Bond Ordinance or in any way contesting or affecting the adoption of the Bond Ordinance or the validity or enforceability of the Bonds or the Issuer Documents, or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes or State income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds:, the adoption of the 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 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) No litigation At the time of the Issuer’s acceptance hereof and (unless the Official Statement is amended or administrative action supplemented pursuant to paragraph (d) of Section 4 of this Agreement) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement does not and will not contain any untrue statement of a material fact or proceeding omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(j) If the Official Statement is pending supplemented or threatenedamended pursuant to paragraph (d) of Section 4 of this Agreement, restraining at the time of each supplement or enjoiningamendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the Closing Date, the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading;
(k) The Issuer will apply, or seeking cause to restrain or enjoinbe applied, the issuance and delivery of proceeds from the Bonds, or the levy and collection of taxes anticipated to pay the debt charges on the Bonds, or contesting or questioning the proceedings and authority under which the Bonds are to be authorized, issued, sold, signed or delivered or the validity of the Bonds, and, specifically, no judicial action or proceeding challenging the validity sale of the Bonds has been commenced by personal service as provided in and subject to all of the terms and provisions of the 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 Issuer’s chief executive officer Bonds or legal officer or Fiscal Officer.the Bonds Being Refunded;
(iil) Neither The Issuer will furnish such information and execute such instruments and take such action in cooperation with the existence nor Underwriter as the boundaries Underwriter may reasonably request (A) to (y) qualify the Bonds for offer and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions in the Issuer nor United States as the title to their respective offices of Underwriter may designate and (z) determine the present officers of the Issuer who are responsible for the authorization, issuance, signature and delivery eligibility of the Bonds is or are being contested for investment under the laws of such states and other jurisdictions and (B) to continue such qualifications in any judicial or administrative proceeding.
(iii) No authority or proceeding effect so long as required for the issuance or payment distribution of or security for the Bonds has been repealed(provided, revoked or rescinded.
(iv) No litigation or administrative action or proceeding is pending or threatened which contests or affectshowever, in any way, the enforceability of the Basic Documents or the Bonds, the powers or authority of 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 Underwriter immediately of receipt by the Issuer of any notification with respect to the Basic Documents or suspension of the Bonds, or the exemption qualification of the Bonds from registration with for sale in any jurisdiction or the United States Securities and Exchange Commission.initiation or threat of any proceeding for that purpose;
(vm) No petitions The financial statements of, and other financial information regarding, the Issuer in the Official Statement fairly present the financial position and results of the Issuer as of the dates and for referendum the periods therein set 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 throughout the periods concerned (except as otherwise disclosed in the Official Statement or financial statements); since June 30, 2016, except as disclosed in the Official Statement, 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, there will be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Issuer 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 any measure authorizing previous issuances of bonds, securities and lease-purchase agreements of the issuance Issuer pursuant to Section 35-501(B), Arizona Revised Statutes, as amended, and will 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 payment of or security shall execute and deliver prior to the Closing, and in time for the BondsClosing to occur at its specified time, or the carrying out of the governmental purposes documents required to which the proceeds of cause the Bonds are to be applied, and no petitions seeking to initiate any measure affecting the same eligible for deposit with DTC (as defined herein) or the proceedings therefor, have been filed.other securities depositories;
(fp) 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 have taken all actions necessary not, to be taken by the extent it for: (i) can legally agree to do so, offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, in each case payable from the issuance and sale same source as the Bonds, without the prior approval of the Bonds upon the terms set forth in the Basic DocumentsUnderwriter; and
(r) Any certificate, and (ii) the execution and delivery signed by the Issuer of the Bonds and of all such other instruments and the taking of all such other actions on the part any official of the Issuer as may be necessary or appropriate for the effectuation and consummation of authorized to do so in connection with the transactions contemplated by the Basic Documents and the Bonds. The Issuer will take such actions between the date of this Agreement shall be deemed a representation and the Closing as are reasonably necessary to cause the warranties and representations contained in this Agreement to be true as of the Closing.
(g) The Issuer will not take or omit to take any action that will in any way result in the proceeds from the sale of the Bonds being applied in a manner other than as provided in the Bond Legislation and certifications contained in the transcript of proceedings.
(h) The Issuer acknowledges and agrees that the purchase and sale described herein represents a negotiated transaction and that: (i) the transaction contemplated warranty by this Agreement is an arm’s length, commercial transaction between the Issuer and the Purchaser in which the Purchaser is acting solely as a principal and not acting as a fiduciary to the Issuer; (ii) the Purchaser has not provided advice with respect Underwriter as to the structure, timing or other similar matters concerning the Bonds; and (iii) the Purchaser is acting solely in its capacity as a Purchaser for its own account and not as a fiduciary to the Issuerstatements made therein.
Appears in 1 contract
Samples: Bond Purchase Agreement
