Representations, Warranties and Covenants of the Issuer. Upon the execution of the applicable Terms Agreement, the Issuer represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:
(i) The Registration Statement has been filed with the Commission and such Registration Statement, as amended, has become effective; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement;
(ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Issuer has advised the Representatives, before such time, will be included or made therein;
(iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Issuer or the Company by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus;
(iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to sta...
Representations, Warranties and Covenants of the Issuer. The Issuer makes the following representations, warranties and covenants:
(i) This Agreement is a valid and binding agreement of the Issuer enforceable in accordance with its terms.
(ii) The Issuer has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Securities pursuant to which it has agreed, or will agree, to comply with instructions (as defined in Section 8-102 of the UCC) of such person. The Issuer has not entered into any other agreement with the Lien Grantor or the Secured Party purporting to limit or condition the obligation of the Issuer to comply with instructions as agreed in Section 2 hereof.
Representations, Warranties and Covenants of the Issuer. Upon the execution of the applicable Terms Agreement, the Issuer represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:
(a) (i) The Registration Statement, including the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of the Notes has been filed with the Commission and the Registration Statement, as amended, has become effective, remains effective and the conditions to the use of such Registration Statement, as set forth in the General Instructions to Form SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement;
Representations, Warranties and Covenants of the Issuer. The Issuer represents and warrants to the Underwriters that:
(a) The Issuer is a unified school district, duly organized and validly existing under and by virtue of the Constitution and laws of the State of California (the “State”), and has full legal right, power and authority to (i) enter into this Purchase Agreement, the Resolution and the Continuing Disclosure Certificate (ii) cause the issuance, execution, authentication, sale and delivery of the Notes to the Underwriters, and (iii) perform all other transactions contemplated by this Purchase Agreement, the Resolution and the Official Statement, including the execution of the Continuing Disclosure Certificate.
(b) By official action of the Issuer duly taken prior to the execution and delivery of this Purchase Agreement, the Issuer has duly authorized (i) the adoption of the Resolution, the execution and delivery of the Notes, this Purchase Agreement and the Continuing Disclosure Certificate, and the performance of its obligations under the Resolution and such documents, (ii) the distribution of the Preliminary Official Statement and the Official Statement in connection with the sale of the Notes, and (iii) the taking of all action required by the Issuer to carry out the transactions contemplated by the Notes, this Purchase Agreement, the Continuing Disclosure Certificate and the Resolution.
(c) This Purchase Agreement, assuming due execution and delivery by the other parties hereto, the Continuing Disclosure Certificate, the Resolution and the Notes, upon their issuance, will constitute the legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency and similar laws, judicial discretion, the application of equitable principles if equitable remedies are sought, to moratorium laws from time to time in effect and to limitations and remedies applicable to school districts in the State).
(d) As of the Closing Date, the Resolution shall have been duly adopted by the Board of Education of the Issuer, and shall not have been amended, supplemented or modified and shall remain in full force and effect.
(e) The Issuer has complied with all provisions of the laws of the State in connection with the transactions contemplated by this Purchase Agreement, the Continuing Disclosure Certificate, the Resolution and the Official Statement, and the execution and deli...
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants as follows:
Representations, Warranties and Covenants of the Issuer. The Issuer
(a) The Issuer is a separate public body corporate and politic duly organized and created by the Board of County Commissioners of Escambia County, Florida, under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master Indenture.
(b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full power and authority to consummate all transactions contemplated by this Origination Agreement, each Series of Bonds, the Interlocal Agreements and the Indenture, and any and all other agreements, documents and instruments relating thereto.
(c) The Issuer proposes to issue Bonds from time to time to finance Programs on the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded with the proceeds of the Bonds) for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Program.
(d) In respect of Mortgage Loans purchased with proceeds of Bonds, the execution and delivery of the Program Documents by the Issuer, the issuance of the Bonds by the Issuer in the manner contemplated by the Indenture, and the performance of and compliance with the terms of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents and the Indenture.
(e) This Agreement, as supplemented with respect to each Program by a related Invitation and the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, moratorium, or other laws affecting...
Representations, Warranties and Covenants of the Issuer. 2.1 The Issuer represents and warrants to and covenants with the Shareholder that:
(a) the Issuer is a valid and subsisting corporation duly incorporated under the laws of its jurisdiction of incorporation and is in good standing with respect to all corporate filings required under the laws of such jurisdiction;
(b) the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on business or owning property in such jurisdictions by any other commitment, agreement or document and no steps or proceedings have been taken by any Person, voluntary or otherwise, requesting or authorizing the dissolution or winding-up of the Issuer;
(c) the Issuer has full corporate power and authority to carry on its business as now carried on by it, the creation, execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer, the person executing this Agreement on behalf of the Issuer has the necessary power and authority to do so and this Agreement constitutes a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
(d) the authorized capital of the Issuer consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares, of which 68,314,409 Common Shares and no preferred shares are issued and outstanding as of the Effective Date;
(e) other than as has been disclosed to the Shareholder by the Issuer in connection with the Offering, no Person has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement, for the purchase, acquisition, for or issuance of Common Shares or other securities of the Issuer, except for outstanding warrants to purchase up to 12,500,000 Common Shares, and stock options to purchase up to 5,303,112 Common Shares.
(f) the Issuer is a “reporting issuer” or the equivalent in each of the Reporting Jurisdictions and not on the list of reporting issuers in default and is in compliance in all materia...
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents, warrants and covenants for itself (unless otherwise provided):
(i) It is duly organized and validly existing under the laws of the jurisdiction of its organization and in good standing and duly qualified to do business in each jurisdiction where the failure to do so would have a material adverse effect upon its financial condition and business;
(ii) It has power, and is duly authorized, to execute and deliver this Amendment, and it is authorized to perform its obligations under this Amendment;
(iii) The execution, delivery and performance of this Amendment does not and will not require any consent or approval of any Governmental Authority, manager or any other Person which is not being obtained herein;
(iv) This Amendment, when duly executed and delivered by the parties hereto, shall be legal, valid and binding obligation of Issuer, enforceable against Issuer in accordance with the terms set forth herein;
(v) No Early Amortization Event, Event of Default or Manager Default or event which, with notice or lapse of time or both, would constitute an Early Amortization Event, Event of Default or Manager Default has occurred and is continuing, and no Early Amortization Event, Event of Default or Manager Default shall occur as a result of the execution, delivery and performance of this Amendment; and
(vi) Each of the conditions precedent necessary to amend the Agreement as set forth herein have been, or contemporaneously with the execution of this Amendment will be, satisfied.
Representations, Warranties and Covenants of the Issuer. 5.1 The Issuer represents and warrants to the Subscriber that the following are true as of the Closing (and acknowledges that the Subscriber is relying upon those representations and warranties in connection with the execution and delivery of this Agreement and the completion of the transactions contemplated herein):
(a) The Issuer is a corporation duly organized, validly existing and in good standing under the laws of Canada and has all the necessary corporate power, authority and capacity required: (i) to carry on its business as presently conducted and as presently proposed to be conducted; and (ii) to enter into this Agreement, and to perform its obligations hereunder. The Issuer is duly qualified to transact business and is in good standing under the laws of each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, affairs, operations, assets (including intellectual property and other intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise), property or capital of the Issuer, whether or not arising in the ordinary course of business and whether or not attributable to any change in conditions relating to economic, financial, currency, exchange, market or otherwise (a “Material Adverse Effect”).
(b) The execution, delivery and performance by the Issuer of this Agreement has been duly authorized by all necessary corporate action on the part of the Issuer. This Agreement constitutes valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with its terms except as limited by (i) bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ rights; and (ii) the effect of rules of law governing the availability of equitable remedies, and will not violate or conflict with the terms of any restriction, agreement or undertaking of the Issuer.
(c) The execution, delivery and performance of this Agreement by the Issuer and the completion of the transactions contemplated in this Agreement do not and will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of: (i) any of the terms, conditions or provisions of the articles of the Issuer or any resolution of the shareholders or directors of the Issuer; (ii) any agreement, instrument, contract, lease, note, indenture, m...
Representations, Warranties and Covenants of the Issuer. The Issuer represents and warrants to, and covenants with, the Indenture Trustee, the Servicer, the Backup Servicer and the Noteholders as of the Closing Date, as follows:
