Issuer's Representations Sample Clauses
Issuer's Representations. The Issuer represents, covenants and warrants, to the best of its knowledge and belief, as follows, all of which will continue in effect subsequent to the Closing:
(a) The Issuer is a municipal corporation incorporated as a city of the second class under the laws of the State of Kansas.
(b) The governing body of the Issuer did enact the Ordinance; it has been signed by a duly authorized official of the Issuer, it has been published once in the official city newspaper as required by law, and it is presently in full force and effect and has not been amended or modified.
(c) The Issuer has full power and authority to execute and deliver the Indenture, the Site Lease, the Project Lease, the Bond Purchase Agreement and any and all other documents reasonably necessary in connection with the Indenture, the Project Lease, the Site Lease and the Bond Purchase Agreement (the "Issuer Documents"); the Issuer Documents have been duly executed and delivered by the Issuer in the manner authorized and constitute legal, valid and binding obligations of the Issuer in accordance with their terms, except to the extent limited by or subject to bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights, principles of equity or the exercise of judicial discretion.
(d) The execution, delivery and performance of the Issuer Documents will not conflict with or constitute on the part of the Issuer a material breach or default under any agreement, indenture or instrument known to it to which the Issuer is a party or by which it is bound.
(e) The Issuer has duly and validly authorized the taking on its behalf of any and all actions necessary to carry out and give effect to the transactions contemplated to be performed on its part by the Ordinance and the Issuer Documents.
(f) There is not now pending or, to the knowledge of the officials of the Issuer, threatened any litigation seeking to restrain or enjoin the issuance or delivery of the Bonds, or contesting or questioning
(i) the validity of the Bonds, (ii) the proceedings or authority under which they are issued, (iii) the existence of the Issuer, (iv) the authority of the Issuer to enact the Ordinance or enter into the Issuer Documents, or
(v) the Issuer's pledge of the Project, the revenues therefrom and the Trust Estate under the Indenture as security for the payment of the Bonds.
(g) Any certificate signed by an official of the Issuer and delivered to the Purchaser shall be deemed a representati...
Issuer's Representations. Pursuant to Articles 210, 210 Bis, 213 and other applicable Articles of the LGTOC, the Issuer hereby represents that:
(a) the offering and sale of the Notes, as well as the execution of this Indenture and any other documents relating to the offering and sale of the Notes, were approved by the shareholders of the Issuer at a extraordinary shareholders meeting of the Issuer held on February 24, 2011;
(b) as provided in paragraph I(b) of Article 213 of the LGTOC, the documentation and information included in the Offering Memorandum, and used as a basis for the issuance of the Notes, have been prepared based on the audited consolidated financial statements of the Issuer corresponding to the period ended as of December 31, 2010, certified by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Rizo, certified public accountant (the “Financial Statements”). A copy of the Financial Statements is attached as Exhibit G hereto;
(c) for purposes of paragraph II (only in connection with paragraph III of Article 210 of the LGTOC) and paragraph V(a) of Article 213 of the LGTOC, based on the Financial Statements, as of December 31, 2010, the (i) total stockholders’ equity (capital contable) of the Issuer was Ps.213,700 million, (ii) the Issuer’s paid-in capital stock was Ps.108,722 million, (iii) the amount of the total assets of the Issuer was Ps.515,097 million, (iv) the amount of the total liabilities of the Issuer was Ps.301,397 million and (v) the amount of the net total assets of the Issuer (the “Net Total Assets”) was Ps.213,700 million.
(d) at the extraordinary shareholders meeting of the Issuer held on February 24, 2011, the Issuer’s shareholders authorized any two members of the Board of Directors to execute the Notes;
(e) the Notes will not be secured by any collateral;
(f) Exhibit H attached hereto includes a summary of the terms of the offering and sale of the Notes, including the information set forth in Article 213 of the LGTOC; and
(g) the proceeds of the offering of the Notes shall be used to pay the cost of the capped call transactions described in the Offering Memorandum and to repay indebtedness, including indebtedness under the Financing Agreement and Certificados Bursátiles.
Issuer's Representations and Warranties 10 End of TOC - Do not delete this paragraph!
Issuer's Representations. The Issuer makes the following representations, all of which shall survive Closing, that:
(a) The Issuer is a body politic and corporate, duly created and existing under the Constitution and laws of the Commonwealth of Pennsylvania (the "Commonwealth"), and has, and at the date of Closing will have, full legal right, power and authority to: (i) enter into this Bond Purchase Agreement; (ii) execute and deliver the Indenture, the Financing Agreement, this Bond Purchase Agreement and the Authority?s tax certificate (collectively, the "Issuer Financing Documents") and the other various certificates executed by the Issuer in connection therewith; (iii) issue, sell and deliver the Bonds to the Underwriter as provided herein; and (iv) carry out and to consummate the transactions contemplated by the Issuer Financing Documents and the Official Statement to be carried out and/or consummated by it;
(b) The section entitled "THE AUTHORITY" contained in the Preliminary Official Statement as of its date, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading;
(c) The section entitled "THE AUTHORITY" contained in the Official Statement as of its date does not or will not, with respect to the Issuer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading;
(d) The Issuer has complied, and will at the Closing be in compliance in all material respects, with the provisions of the Act;
(e) To the extent required by law, the Issuer has duly authorized and approved the Preliminary Official Statement and the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Issuer of the obligations on its part contained in the Issuer Financing Documents;
(f) To the best of the knowledge of the officer of the Issuer executing this Bond Purchase Agreement, the Issuer is not in material breach of or in default under any applicable law or administrative regulation of the Commonwealth or the United States; and the execution and delivery of the Issuer Financing Documents, and compliance with the provisions of each thereof, will not conflic...
Issuer's Representations. The Issuer represents and warrants to the Purchaser as follows (and acknowledges that the Purchaser is relying thereon):
Issuer's Representations. The Issuer makes the representations and warranties set out in this Clause 5.1 to the Investor:
Issuer's Representations. The Issuer hereby represents and warrants to the Holders that, as of the Closing Date and each Draw Date:
Issuer's Representations. The Issuer hereby represents and warrants to each of the Agents that:
15.1.1 it is a company duly organized and in good standing in every jurisdiction where it is required so to be,
15.1.2 it has the power and authority to sign and to perform its obligations under this Agreement,
15.1.3 this Agreement is duly authorised and signed and is its legal, valid and binding obligation,
15.1.4 any consent, authorisation or instruction required in connection with the execution and performance of this Agreement has been provided by any relevant third party,
15.1.5 any act required by any relevant governmental or other authority to be done in connection with its execution and performance of this Agreement has been or will be done (and will be renewed if necessary), and
15.1.6 its performance of this Agreement will not violate or breach any applicable law, regulation, contract or other requirement.
Issuer's Representations. Each Issuer represents and warrants that, as of the Closing Date:
Issuer's Representations. The Issuer represents and warrants to the Investor that: