Representations, Warranties and Covenants of the Issuer Sample Clauses
Representations, Warranties and Covenants of the Issuer. Upon the execution of the applicable Terms Agreement, the Issuer represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:
(i) The Registration Statement has been filed with the Commission and such Registration Statement, as amended, has become effective; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement;
(ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Issuer has advised the Representatives, before such time, will be included or made therein;
(iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects with the applicable requirements of the Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing does not apply to information contained in or omitted from either of the documents based upon written information furnished to the Issuer or the Company by the Underwriters through the Representatives specifically for use in connection with the preparation of the Registration Statement or the Prospectus;
(iv) The Preliminary Prospectus at the Time of Sale did not, and at the Closing Date will not, include any untrue statement of a material fact or omit to sta...
Representations, Warranties and Covenants of the Issuer. The Issuer makes the following representations, warranties and covenants:
(i) This Agreement is a valid and binding agreement of the Issuer enforceable in accordance with its terms.
(ii) The Issuer has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Securities pursuant to which it has agreed, or will agree, to comply with instructions (as defined in Section 8-102 of the UCC) of such person. The Issuer has not entered into any other agreement with the Lien Grantor or the Secured Party purporting to limit or condition the obligation of the Issuer to comply with instructions as agreed in Section 2 hereof.
Representations, Warranties and Covenants of the Issuer. Upon the execution of the applicable Terms Agreement, the Issuer represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:
(a) (i) The Registration Statement, including the form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of the Notes has been filed with the Commission and the Registration Statement, as amended, has become effective, remains effective and the conditions to the use of such Registration Statement, as set forth in the General Instructions to Form SF-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement;
Representations, Warranties and Covenants of the Issuer. The Issuer
(a) The Issuer is a separate public body corporate and politic duly organized and created by the Board of County Commissioners of Escambia County, Florida, under the Constitution and laws of the State and the Act. Pursuant to the Act and certain resolutions duly adopted by the Issuer, the Issuer has duly authorized the making of this Origination Agreement and the execution and delivery of a Master Indenture.
(b) The Issuer has complied with all of the provisions of the Interlocal Agreements and the Constitution and laws of the State and the Counties, including the Act, and has full power and authority to consummate all transactions contemplated by this Origination Agreement, each Series of Bonds, the Interlocal Agreements and the Indenture, and any and all other agreements, documents and instruments relating thereto.
(c) The Issuer proposes to issue Bonds from time to time to finance Programs on the terms and basis to be set forth in the Series Indenture and covenants to use the proceeds thereof (including proceeds of bonds refunded with the proceeds of the Bonds) for the purpose of purchasing GNMA Certificates, Xxxxxx Xxx Securities and Xxxxxxx Mac Securities secured by the underlying Mortgage Loans on Single Family Residences, as specified herein and in the Series Indenture for such Program.
(d) In respect of Mortgage Loans purchased with proceeds of Bonds, the execution and delivery of the Program Documents by the Issuer, the issuance of the Bonds by the Issuer in the manner contemplated by the Indenture, and the performance of and compliance with the terms of the Program Documents and the Indenture by the Issuer will not violate (i) the instruments creating the Issuer or governing its operations in any respect, or (ii) any laws in any respect that could have any material adverse effect whatsoever upon the validity, performance, or enforceability of any of the terms of the Program Documents and the Indenture.
(e) This Agreement, as supplemented with respect to each Program by a related Invitation and the applicable Administrator’s Guidelines, and all documents and instruments contemplated hereby that are executed and delivered by the Issuer, and the Bonds, when issued and authenticated in accordance with a Series Indenture, will constitute valid, legal and binding obligations of the Issuer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, moratorium, or other laws affecting...
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants as follows:
Representations, Warranties and Covenants of the Issuer. (a) The Issuer represents and warrants to the Purchaser that (i) the Issuer has the full corporate right, power and authority to execute and deliver this Subscription Agreement, and (ii) this Subscription Agreement has been duly executed and delivered by the Issuer and constitutes a legal, valid and binding agreement of the Issuer enforceable against the Issuer.
(b) So long as any of the Common Shares, Warrants or common shares issued upon exercise of the Warrants (“Subject Securities”) held by the Purchaser shall, at any time, constitute "restricted securities" within the meaning of Rule 144(a)(3), upon written request, the Issuer shall (regardless of whether the Issuer is at such time subject to Sections 13 or 15(d) of the Securities Exchange Act of 1934 (the “1934 Act”) provide to any holder, beneficial owner or prospective purchaser of such securities, the information required to be delivered pursuant to Rule 144A(d)(4) to facilitate the resale of such securities pursuant to Rule 144A. Until such time as the Purchaser no longer owns any Subject Securities, the Issuer covenants and agrees to (A) timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Issuer after the date hereof pursuant to the 1934 Act, the 1933 Act and state securities laws (the “U.S. Securities Laws”), and (B) prepare and furnish to the Purchaser (i) copies of documents or reports, if any, that the Issuer is required to file with the SEC pursuant to Section 13 or 15(d) of the 1934 Act and (ii) the reports required to be provided to the Purchaser pursuant to the U.S. Securities Laws and will deliver such reports to the Purchaser in accordance with the U.S. Securities Laws. Any such document or report that the Issuer files with the SEC through the SEC's XXXXX system or SEDAR, as applicable, shall be deemed furnished to the Purchaser for purposes of this paragraph at the time such documents are filed or furnished via the XXXXX system or SEDAR, as applicable.
(c) In connection with any resale of the Subject Securities that is not effectuated on the TSX, the Issuer agrees, subject to compliance with the U.S. Securities Laws to use its reasonable best efforts to assist the Purchaser in effectuating such sale, including by making available to any offerees or prospective purchasers (A) such information regarding the Issuer and its business, operations and financial condition as the Purchaser may reasonably requ...
Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents, warrants and covenants for itself (unless otherwise provided):
(i) It is duly organized and validly existing under the laws of the jurisdiction of its organization and in good standing and duly qualified to do business in each jurisdiction where the failure to do so would have a material adverse effect upon its financial condition and business;
(ii) It has power, and is duly authorized, to execute and deliver this Amendment, and it is authorized to perform its obligations under this Amendment;
(iii) The execution, delivery and performance of this Amendment does not and will not require any consent or approval of any Governmental Authority, manager or any other Person which is not being obtained herein;
(iv) This Amendment, when duly executed and delivered by the parties hereto, shall be legal, valid and binding obligation of Issuer, enforceable against Issuer in accordance with the terms set forth herein;
(v) No Early Amortization Event, Event of Default or Manager Default or event which, with notice or lapse of time or both, would constitute an Early Amortization Event, Event of Default or Manager Default has occurred and is continuing, and no Early Amortization Event, Event of Default or Manager Default shall occur as a result of the execution, delivery and performance of this Amendment; and
(vi) Each of the conditions precedent necessary to amend the Agreement as set forth herein have been, or contemporaneously with the execution of this Amendment will be, satisfied.
Representations, Warranties and Covenants of the Issuer. The Issuer makes the following representations, warranties and covenants:
(a) The Issuer is a public body, corporate and politic, organized and existing under the laws of the State.
(b) The Issuer has all necessary power and authority to issue the Subordinate Bonds and to execute and deliver this Subordinate Loan Agreement, the Subordinate Indenture, and the other Subordinate Loan Documents to which it is a party, and to perform its duties and discharge its obligations hereunder and thereunder.
(c) The Issuer has taken all action on its part for the issuance of the Subordinate Bonds and for the execution and delivery thereof.
(d) Each of the Subordinate Loan Documents to which the Issuer is a party has been duly validly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and general equitable principles.
(e) To the best knowledge of the Issuer, the Issuer has complied with the provisions of the Act and the laws of the State which are prerequisites to the consummation of the transactions on the part of the Issuer described or contemplated in the Subordinate Loan Documents. To the best knowledge of the Issuer, the execution and delivery of the Subordinate Bonds and the Subordinate Loan Documents to which the Issuer is a party, the consummation of the transactions on the part of the Issuer contemplated thereby and the fulfillment of or compliance with the terms and conditions thereof do not conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument or judgment, order or decree to which the Issuer is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Issuer under the terms of any instrument or agreement.
(f) To the best knowledge of the Issuer, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Issuer of, and performance by the Issuer of its obligations un...
Representations, Warranties and Covenants of the Issuer. The Issuer represents, warrants and covenants as follows:
(a) The Issuer is a public and official agency of the State, is authorized and empowered by the provisions of the Act and the Bond Resolution to enter into the transactions contemplated by this Financing Agreement and the Indenture and to carry out its obligations hereunder and thereunder, and by proper action of its governing body has been duly authorized to execute and deliver this Financing Agreement, the Indenture and the Tax Exemption Agreement, and this Financing Agreement, the Indenture and the Tax Exemption Agreement have been duly executed and delivered by the Issuer and are valid and binding obligations of the Issuer enforceable in accordance with their terms.
(b) The Bonds are to be issued and secured by the Indenture, pursuant to which certain of the Issuer’s interests in this Financing Agreement and the Indenture, and the revenues and income to be derived by the Issuer pursuant to this Financing Agreement and the Indenture, will be pledged and assigned to the Trustee as security for payment of the principal, premium, if any, and interest on the Bonds. The Issuer covenants that it has not and will not pledge or assign its interest in the Indenture or this Financing Agreement, or the revenues and income derived pursuant to this Financing Agreement or the Indenture, excepting the Issuer’s Reserved Rights, other than to the Trustee under the Indenture to secure the Bonds. The Issuer will comply with all provisions of the Act (and the rules promulgated thereunder) applicable to the Bonds and the transactions contemplated by this Financing Agreement and the Indenture.
(c) The Issuer finds and determines that the financing of the Project is in compliance with the purposes and provision of the Act.
(d) To the best knowledge of the Issuer, neither the execution and delivery of this Financing Agreement, the Indenture and the Tax Exemption Agreement, and the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Financing Agreement, the Indenture or the Tax Exemption Agreement conflicts with or results in a breach of the terms, conditions or provisions of any material restriction, agreement or instrument to which the Issuer is a party, or by which it or any of its property is bound, or constitutes a default under any of the foregoing.
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: