Common use of Issuer's Representations Clause in Contracts

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 conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject; (g) All approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to the Issuer's legal ability to issue the Bonds or to the performance by the Issuer of its obligations hereunder and under the Issuer Financing Documents have been obtained or will be obtained prior to the Closing; (h) The Bonds, when issued, authenticated and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued, and will be valid and binding limited obligations of the Issuer enforceable in accordance with their terms (except as an enforcement of remedies may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or legal or equitable principles affecting the enforcement of creditors' rights ("Creditors' Rights Limitations")); (i) The terms and provisions of the Issuer Financing Documents when executed and delivered by the respective parties thereto, will constitute the valid, legal and binding obligations of the Issuer enforceable in accordance with their respective terms (except as enforcement of remedies may be limited by Creditors' Rights Limitations); (j) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Issuer, threatened against the Issuer, affecting the existence of the Issuer or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the revenues or assets of the Issuer pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Issuer Financing Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the power or authority of the Issuer with respect to the issuance of the Bonds or the execution and delivery of the Issuer Financing Documents, wherein an unfavorable decision, ruling or finding would affect in any way the validity or enforceability of the Issuer Financing Documents; and (k) The net proceeds received from the Bonds and applied in accordance with the Indenture shall be used in accordance with the Act as described in the Official Statement.

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 other various documents required in connection therewith (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 Statement, as it pertains to the Issuer, as of its date, was correct and complete in all material respects and 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 it pertains to the Issuer as of its date is or will be correct and complete in all material respects and 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, by official action of the Issuer prior to or concurrently with the acceptance hereof, 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 conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject; (g) All approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to the Issuer's legal ability to issue the Bonds or to the performance by the Issuer of its obligations hereunder and under the Issuer Financing Documents have been obtained or will be obtained prior to the Closing; (h) The Bonds, when issued, authenticated and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued, and will be valid and binding limited obligations of the Issuer enforceable in accordance with their terms (except as an enforcement of remedies may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or legal or equitable principles affecting the enforcement of creditors' rights ("Creditors' Rights Limitations")); (i) The terms and provisions of the Issuer Financing Documents will comply in all respects with the requirements of the Act; (j) The terms and provisions of the Issuer Financing Documents when executed and delivered by the respective parties thereto, will constitute the valid, legal and binding obligations of the Issuer enforceable in accordance with their respective terms (except as enforcement of remedies may be limited by Creditors' Rights Limitations); (jk) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Issuer, threatened against the Issuer, affecting the existence of the Issuer or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the revenues or assets of the Issuer pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Issuer Financing Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the power or authority of the Issuer with respect to the issuance of the Bonds or the execution and delivery of the Issuer Financing Documents, nor, to the knowledge of the Issuer, is there any meritorious basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect in any way the validity or enforceability of the Issuer Financing Documents; and (kl) The net proceeds received from the Bonds and applied in accordance with the Indenture shall be used in accordance with the Act as described in the Official Statement.

Issuer's Representations. The Warranties and Covenants -------------------------------------------------- Issuer makes the following representationshereby represents and warrants to, all of which shall survive Closingand agrees with, that▇▇▇▇▇▇ as follows: (a) The Issuer is a body politic corporation, legally incorporated, validly existing and corporate, duly created and existing in good standing under the Constitution and laws of the Commonwealth State of Pennsylvania (the "Commonwealth")Maryland, and has, and at the date of Closing will have, full legal right, with all requisite power and authority to: (i) to 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;its obligations hereunder. (b) The section entitled "THE AUTHORITY" contained Common Stock is duly authorized, and upon sale in accordance with the Prospectus, will be validly issued, fully paid and non-assessable. (c) The offer and sale of the Common Stock will be registered or exempt from securities registration under the laws of each State, and Issuer will take all action necessary to register the Common Stock or insure the availability of an exemption in all such States. (d) Issuer will circulate the Prospectus only in such of the States in which the offer and sale of the Common Stock has been registered or is exempt from securities registration. (e) Issuer will deliver to all offerees and their representatives, or if required, to ▇▇▇▇▇▇ for delivery by ▇▇▇▇▇▇ to offerees identified by Issuer and their representatives, copies of the Issuer's Prospectus and any additional information, documents and instruments which Issuer with consent of Koonce deems necessary to comply with federal and state securities laws, rules, regulations and judicial and administrative interpretations relating to the Offering. Issuer has provided ▇▇▇▇▇▇ for review all materials to be delivered to offerees and their representatives, and will provide to ▇▇▇▇▇▇ any additional or supplemental materials to be so delivered to offerees in the Preliminary Official States. Such materials shall disclose the limited nature of the services provided by ▇▇▇▇▇▇. (f) The Registration Statement as of its dateand Prospectus, did and any other offering documents provided to ▇▇▇▇▇▇ by Issuer, will 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, therein not misleading 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 conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject;. (g) All approvalsIssuer will take all action necessary so that any subscribers' checks it may receive are transmitted to the Escrow Agent by noon of the next business day following receipt, consents and orders shall notify ▇▇▇▇▇▇ of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to the Issuer's legal ability to issue the Bonds or to the performance by the Issuer of its obligations hereunder and under the Issuer Financing Documents have been obtained or will be obtained prior to the Closing;all amounts so transmitted. (h) The BondsIssuer will promptly notify ▇▇▇▇▇▇ of any subscriptions from persons residing in the States which it rejects for any reason. (i) Issuer will not authorize the release of funds relating to subscriptions in the States unless and until ▇▇▇▇▇▇ shall have authorized such release as contemplated hereby. (j) This Agreement has been duly and validly authorized, when issued, authenticated executed and delivered in accordance with by Issuer and is the Indenture and sold to the Underwriter as provided hereinlegal, will be validly issued, and will be valid and binding limited obligations agreement of the Issuer enforceable in accordance with their terms (except as an enforcement of remedies may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or legal or equitable principles affecting the enforcement of creditors' rights ("Creditors' Rights Limitations")); (i) The terms and provisions of the Issuer Financing Documents when executed and delivered by the respective parties thereto, will constitute the valid, legal and binding obligations of the Issuer enforceable in accordance with their respective terms (except as enforcement of remedies may be limited by Creditors' Rights Limitations); (j) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Issuer, threatened against the Issuer, affecting the existence of the Issuer or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the revenues or assets of the Issuer pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Issuer Financing Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the power or authority of the Issuer with respect to the issuance of the Bonds or the execution and delivery of the Issuer Financing Documents, wherein an unfavorable decision, ruling or finding would affect in any way the validity or enforceability of the Issuer Financing Documents; and (k) The net proceeds received from the Bonds and applied in accordance with the Indenture shall be used in accordance with the Act as described in the Official Statementterms.

Issuer's Representations. The Issuer makes the following representationsrepresentations as of the date of this Bond Purchase Agreement, all of which shall will survive Closing, thatthe purchase and offering of the Bonds: (a) The Issuer is a body politic representations and corporate, duly created and existing under the Constitution and laws warranties of the Commonwealth of Pennsylvania (Issuer contained in the "Commonwealth")Agreement are, and has, and at as of the date of the Closing will havebe, full legal right, power true 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 correct 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;all material respects. (b) The section entitled "THE AUTHORITY" Both at the time of execution hereof and on the date of the Closing, the statements and information contained in the Preliminary Official Statement as of its date, did under the heading “THE ISSUER” do not contain and will not omit any untrue statement of a material fact or omit to state any material fact required to be stated therein or information which is necessary in order to make the statements contained and information therein, in the light of the circumstances under which they were made, not misleading;misleading in any material respect. (c) The section entitled "THE AUTHORITY" contained in Issuer is and will be on the Official Statement date of the Closing duly existing as a parish and political subdivision of its date does not or will not, with respect the State of Louisiana (the “State”) organized pursuant 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 laws of the circumstances under which they were madeState, not misleading;and authorized to issue bonds pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the “Refunding Act”). (d) The Issuer has complied, When delivered to and will paid for by the Underwriter at the Closing be in compliance in all material respects, accordance 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 Bonds will have been duly authorized, executed, authenticated, issued and delivered and will constitute valid and binding special obligations of the Commonwealth or Issuer in conformity with, and be entitled to the United States; benefit and security of the Indenture. (e) The Issuer has duly authorized the execution and delivery by it of the Indenture, the Agreement and this Bond Purchase Agreement. (f) The Issuer Financing Documentshas full legal right, power and authority to enter into the Indenture, the Agreement and this Bond Purchase Agreement, to issue the Bonds and to carry out and consummate all other transactions contemplated by the Indenture and the Agreement, and compliance the Issuer has complied with the provisions of each thereofthe Refunding Act in all matters relating to such transactions. (g) No approval, will permit, consent or authorization of any governmental or public agency, authority or person having jurisdiction over the Issuer not conflict with or constitute a breach already obtained (other than any approvals that might be required to be obtained under the securities laws of or default under any lawjurisdiction, administrative regulation, judgment, decree, loan agreement, note, resolution, agreement or other instrument as to which the Issuer makes no representations or warranties) is a party or is otherwise subject; (g) All approvals, consents required in connection with the adoption of the Resolutions and orders the issuance and sale of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to the Issuer's legal ability to issue the Bonds or to the performance execution and delivery by the Issuer of, or the performance of its obligations hereunder and under under, this Bond Purchase Agreement, the Issuer Financing Documents have been obtained Bonds, the Resolutions, the Indenture, the Agreement or will be obtained prior to the Closing;any other agreement or instrument contemplated hereby or thereby. (h) The Bonds, when issued, authenticated and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued, and will be valid and binding limited obligations of the Issuer enforceable in accordance with their terms (except as an enforcement of remedies may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or legal or equitable principles affecting the enforcement of creditors' rights ("Creditors' Rights Limitations")); (i) The terms and provisions of the Issuer Financing Documents when executed and delivered by the respective parties thereto, will constitute the valid, legal and binding obligations of the Issuer enforceable in accordance with their respective terms (except as enforcement of remedies may be limited by Creditors' Rights Limitations); (j) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending oragainst the Issuer or of which the Issuer has otherwise received written official notice or which is, to the knowledge of the Issuer, threatened against the IssuerIssuer which in any way questions the validity of the Refunding Act, affecting the existence powers of the Issuer referred to in paragraph (f) above or the titles validity of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the revenues or assets of any proceedings taken by the Issuer pledged or to be pledged to pay in connection with the principal issuance of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Issuer Financing Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the power or authority of the Issuer with respect to the issuance of the Bonds or the execution and delivery of the Issuer Financing Documents, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Bond Purchase Agreement or which, in any way way, would adversely affect the validity or enforceability of this Bond Purchase Agreement, the Bonds, the Resolutions, the Indenture, the Agreement, or any other agreement or instrument to which the Issuer Financing Documents; andis a party contemplated hereby or thereby. (ki) To the best knowledge of the Issuer, without independent investigation, the adoption of the Resolutions, the authorization, execution and delivery by the Issuer of this Bond Purchase Agreement, the Bonds, the Indenture, the Agreement and any other agreement or instrument to which the Issuer is a party contemplated hereby or thereby and compliance with the provisions of the Resolutions and of each of such instruments will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Issuer is a party or is subject, nor will such action result in any violation of the provisions of any applicable law, including the Refunding Act, or any charter, resolution or regulation of the Issuer, or any existing order, judgment, decree, rule or regulation applicable to the Issuer (or any of its officials or officers in their respective capacities as such) of any court or of any federal, state or other regulatory Issuer or other governmental body having jurisdiction over the Issuer (or such officials or officers as such). (j) The net proceeds received from the Bonds and applied in accordance with the Indenture shall be used in accordance with the Act as described information in the Official StatementStatement relating to the Issuer does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.