Common use of Representations and Agreements Clause in Contracts

Representations and Agreements. By the Issuer's acceptance hereof, the Issuer hereby represents to the Purchaser that: (a) The Issuer is a municipal corporation duly organized and validly existing under the laws of the State of Kansas. The Issuer is authorized pursuant to the Constitution and laws of the State of Kansas, to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by this Bond Purchase Agreement, the Ordinance, the Indenture, Base Lease Agreement dated as of December 1, 2016 (the “Base Lease Agreement”), by and between ▇▇▇▇▇▇▇▇ Management, LLC, a Kansas limited liability company (the “Company”) and the Issuer, the Lease Agreement dated as of December 1, 2016 (the “Lease Agreement”), by and between the Issuer and the Company, and any and all other agreements relating thereto. The proceeds of the Bonds shall be used to finance the Project as defined in the Indenture and may also be used to pay for the costs incurred in connection with the issuance of the Bonds. (b) There is no controversy, suit or other proceeding of any kind pending or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the Issuer or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the indebtedness represented by the Bonds or the validity of the Bonds, the Base Lease Agreement, the Lease Agreement or the Indenture.

Representations and Agreements. (a) By the Issuer's ’s acceptance hereof, the Issuer hereby represents to the Purchaser that: (a1) The Issuer is a municipal corporation duly organized and validly existing under the laws of the State of Kansas. The Issuer is authorized pursuant to the Constitution and laws of the State of Kansas, to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by this Bond Purchase Agreement, the Ordinance, the Indenture, the Base Lease Agreement dated as of December November 1, 2016 2023 (the “Base Lease Agreement”), by to be entered into between the Issuer and between ▇▇▇▇▇▇▇▇ Management, URBN US Retail LLC, a Kansas Pennsylvania limited liability company (the “Company”) in substantially the form as attached hereto as Exhibit B with such changes as may be acceptable to the parties thereto, the Purchaser, and the Issuer, Trustee; the Lease Agreement dated as of December November 1, 2016 2023 (the “Lease Agreement”), by and to be entered into between the Issuer and the CompanyCompany in substantially the form as attached hereto as Exhibit C with such changes as may be acceptable to the parties thereto, the Purchaser, and Trustee; and any and all other agreements relating thereto. The proceeds of the Bonds shall be used to finance the Project as defined in the Indenture and may also be used to pay for the costs incurred in connection with the issuance of the Bonds. (b2) There is no controversy, suit or other proceeding of any kind pending or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the Issuer or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the indebtedness represented by the Bonds or the validity of the Bonds, this Bond Purchase Agreement, the Base Lease Agreement, the Lease Agreement Agreement, the Indenture, or the Development Agreement (the “Development Agreement”) dated as of the date hereof between the Issuer and the Company (collectively, the “Bond Documents”). (b) By the Purchaser’s acceptance hereof, the Purchaser represents to the Issuer that: (1) The Purchaser understands that the Bonds will be issued under and pursuant to the Indenture, and the Bonds are payable solely out of the rents, revenues and receipts to be derived under the Lease Agreement, which rents, revenues and receipts will be pledged and assigned by the Issuer to the Trustee under the Indenture to secure the payment of the principal of and interest on the Bonds. (2) The Purchaser understands that the Bonds are transferable only in the manner provided for in the Indenture and warrants that it is acquiring the Bonds for its own account with the intent of holding the Bonds as an investment, and the acquisition of the Bonds are not made with a view toward their distribution or for the purpose of offering, selling or otherwise participating in a distribution of the Bonds. (3) Purchaser agrees not to attempt to offer, sell, hypothecate or otherwise distribute the Bonds to others unless authorized by the terms of the Indenture and upon receipt of an opinion of counsel acceptable to the Issuer and the Purchaser that all registration and disclosure requirements of the U.S. Securities and Exchange Commission and all other appropriate federal and Kansas securities laws and the securities laws of any other applicable state are complied with; provided, that the collateral assignment of the Bonds to the holder of a Mortgage (as defined in the Lease Agreement) shall be permitted. (4) The Purchaser is familiar with the operations of the Company, has been furnished such information from the Company as requested by the Purchaser and is fully aware of the terms and risks associated with purchasing the Bonds in order for the Purchaser to make an informed investment decision with respect to the purchase of the Bonds.

Representations and Agreements. By the IssuerAuthority's acceptance hereof, hereof the Issuer Authority hereby represents to the Purchaser that: (a) The Issuer Authority is a municipal corporation public body corporate and politic duly organized and validly existing under the laws of the State of KansasMissouri and the ordinances of the city of Kansas City, Missouri. The Issuer Authority is authorized pursuant to the Constitution and laws of the State of KansasMissouri, to authorize, issue and deliver the Bonds Bond and to consummate all transactions contemplated by this Bond Purchase Agreement, the OrdinanceResolution, the Indenture, Base Lease Agreement dated as of December 1, 2016 (the “Base Lease Agreement”), by and between ▇▇▇▇▇▇▇▇ Management, LLC, a Kansas limited liability company (the “Company”) and the Issuer, the Lease Agreement dated as of December *[CLOSING MONTH]* 1, 2016 2024 (the “Lease Agreement”), by and between the Issuer Authority and St. ▇▇▇▇▇▇▇’s Housing Investors III, LP, a Missouri limited partnership (the “Company”), and any and all other agreements relating thereto. The proceeds of the Bonds Bond shall be used to finance the Project as defined in the Indenture and may also be used to pay for the costs incurred in connection with the issuance of the BondsBond. (b) There is no controversy, suit or other proceeding of any kind pending or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the Issuer Authority or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds Bond or the constitutionality or validity of the indebtedness represented by the Bonds Bond or the validity of the Bonds, the Base Lease AgreementBond, the Lease Agreement or the Indenture.

Representations and Agreements. By the Issuer's ’s acceptance hereof, the Issuer hereby represents to the Purchaser that: (a) The Issuer is a municipal corporation duly organized and validly existing under the laws of the State of Kansas. The Issuer is authorized pursuant to the Constitution and laws of the State of Kansas, to authorize, issue and deliver the Bonds Bond and to consummate all transactions contemplated by this Bond Purchase Agreement, the Ordinance, the Indenture, Base Lease Agreement dated as of December 1, 2016 (the “Base Lease Agreement”), by and between ▇▇▇▇▇▇▇▇ Management, LLC, a Kansas limited liability company (the “Company”) and the Issuer, the Lease Agreement dated as of December October 1, 2016 2013 (the “Lease Agreement”), by and between the Issuer and RCP, LLC, a Kansas limited liability company (the Company“Tenant”), and any and all other agreements relating thereto. The proceeds of the Bonds Bond shall be used to finance the Project as defined in the Indenture and may also be used to pay for the costs incurred in connection with the issuance of the BondsBond. (b) There is no controversy, suit or other proceeding of any kind pending or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the Issuer or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds Bond or the constitutionality or validity of the indebtedness represented by the Bonds Bond or the validity of the BondsBond, the Base Lease Agreement, the Lease Agreement Indenture or the Performance Agreement (as defined in the Indenture).

Representations and Agreements. By the Issuer's acceptance hereof, the Issuer hereby represents to the Purchaser that: (a) The Issuer is a municipal corporation duly organized and validly existing under the laws of the State of Kansas. The Issuer is authorized pursuant to the Constitution and laws of the State of Kansas, to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by this Bond Purchase Agreement, the Ordinance, the Indenture, Base Lease Agreement dated as of December August 1, 2016 2014 (the “Base Lease AgreementLease”), by and between ▇▇▇▇▇▇▇▇ ManagementWoodside Village North LLC, a Kansas limited liability company, and Woodside Redevelopment, LLC, a Kansas limited liability company (collectively, the “Company”) and the Issuer, the Lease Agreement dated as of December August 1, 2016 2014 (the “Lease AgreementLease”), by and between the Issuer and the Company, and any and all other agreements relating thereto. The proceeds of the Bonds shall be used to finance the Project as defined in the Indenture and may also be used to pay for the costs incurred in connection with the issuance of the Bonds. (b) There is no controversy, suit or other proceeding of any kind pending or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the Issuer or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the indebtedness represented by the Bonds or the validity of the Bonds, the Base Lease AgreementLease, the Lease Agreement or the Indenture.

Representations and Agreements. By the Issuer's acceptance hereof, the Issuer hereby represents to the Purchaser that: (a) The Issuer is a municipal corporation duly organized and validly existing under the laws of the State of Kansas. The Issuer is authorized pursuant to the Constitution and laws of the State of Kansas, to authorize, issue and deliver the Bonds and to consummate all transactions contemplated by this Bond Purchase Agreement, the Ordinance, the Indenture, Base Lease Agreement dated as of December February 1, 2016 2014 (the “Base Lease AgreementLease”), by and between ▇▇▇▇▇▇▇▇ Woodside Racquet Club Management, LLCInc., a Kansas limited liability company corporation (the “CompanyCorporation”) and the Issuer, the Lease Agreement dated as of December February 1, 2016 2014 (the “Lease AgreementLease”), by and between the Issuer and the CompanyCorporation, and any and all other agreements relating thereto. The proceeds of the Bonds shall be used to finance the Project as defined in the Indenture and may also be used to pay for the costs incurred in connection with the issuance of the Bonds. (b) There is no controversy, suit or other proceeding of any kind pending or threatened wherein or whereby any question is raised or may be raised, questioning, disputing or affecting in any way the legal organization of the Issuer or its boundaries, or the right or title of any of its officers to their respective offices, or the legality of any official act leading up to the issuance of the Bonds or the constitutionality or validity of the indebtedness represented by the Bonds or the validity of the Bonds, the Base Lease AgreementLease, the Lease Agreement or the Indenture.