That. (i) all the representations and warranties of the other party contained herein shall be true and correct as of the Closing with the same effect as though made as of and at such date; (ii) the other party shall have performed all obligations required by this Plan to be performed by it prior to the Closing; and (iii) the other party shall have delivered to such party a certificate signed by the President and by the Secretary or equivalent officer to the foregoing effect.
That. (i) Each Loan Party is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
(ii) Each Loan Party has full power to execute, deliver and perform, and has duly executed and delivered, the Opinion Documents to which it is a party.
That. (1) The Borrower is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
(2) The Borrower has full power to execute, deliver and perform, and has duly executed and delivered, the Opinion Documents.
(3) The execution, delivery and performance by the Borrower of the Opinion Documents have been duly authorized by all necessary action (corporate or otherwise) and do not:
(a) contravene its certificate or articles of incorporation, by-laws or other organizational documents;
(b) except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it; or
(c) result in any conflict with or breach of any agreement or document binding on it of which any addressee hereof has knowledge, has received notice or has reason to know.
(4) Except with respect to Generally Applicable Law, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee hereof has knowledge, has received notice or has reason to know) any other third party is required for the due execution, delivery or performance by the Borrower of any Opinion Document or, if any such authorization, approval, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect. We have not independently established the validity of the foregoing assumptions.
That. (1) Each Borrower is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
(2) Each Borrower has full power to execute, deliver and perform, and has duly executed and delivered, the Opinion Documents to which it is a party.
(3) The execution, delivery and performance by each Borrower of the Opinion Documents to which it is a party have been duly authorized by all necessary action (corporate or otherwise) and do not:
(a) contravene its certificate or articles of incorporation, by-laws or other organizational documents;
(b) except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it; or
(c) result in any conflict with or breach of any agreement or document binding on it of which any addressee hereof has knowledge, has received notice or has reason to know.
(4) Except with respect to Generally Applicable Law, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee hereof has knowledge, has received notice or has reason to know) any other third party is required for the due execution, delivery or performance by each Borrower of any Opinion Document or, if any such authorization, approval, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect. We have not independently established the validity of the foregoing assumptions.
That. (a) the business and affairs of the bank are managed by, or under the direction or supervision of, the board of the bank;
(b) the employment contract of the chief executive officer of the bank or person in an equivalent position (together “CEO”) is with the bank, and the terms and conditions of the CEO’s employment agreement are determined by, and any decisions relating to the employment or termination of employment of the CEO are made by, the board of the bank; and
(c) all staff employed by the bank shall have their remuneration determined by (or under the delegated authority of) the board or the CEO of the bank and be accountable (directly or indirectly) to the CEO of the bank.
That this by-law shall come into force and take effect on the date of its final passing in open Council.
That not to do anything in the said flat which may cause or tend to cause damage to any flooring or ceiling or any flat over or below or adjacent to the said flat or any manner interfere with the use and enjoyment thereof or any open space, passage, stairs, landings or other amenities available for common use.
That. “The Program shall so utilize the Leamington Court satellite location for the duration of this Agreement unless the Committee determines otherwise.” shall be deleted from Section
That the Corporation of the Municipality of Strathroy-Caradoc confirms that the Mayor and the Clerk have been authorized to execute on behalf of the Municipality, all documentation required to complete the said Transfer.
That i. The final sources and uses for the development, including total development costs, total amount of TCAP funds to be used for the development and the total amount of equity to be raised by syndication of the LIHTCs is set forth in Exhibit C attached hereto;
ii. The Development will be constructed/rehabilitated pursuant to the schedule attached hereto in Exhibit C attached hereto;
iii. The Mortgagor may not request disbursement of any TCAP funds until the funds are needed for payment of costs eligible for reimbursement pursuant to TCAP Regulations and other TCAP requirements. The Mortgagor must submit all requests for TCAP funds as established in the Building Loan Agreement/Intercreditor Agreement and must submit all documentation described in Exhibit E hereto.
iv. The Mortgagor cannot request or receive TCAP funds in excess of actual costs incurred that are eligible for reimbursement pursuant to TCAP Regulations and other TCAP requirements and that there can be no lump sums of TCAP funds advanced or TCAP funds placed in escrow to fund future advances.
