Issuer Representations Clause Examples

Issuer Representations. The Issuer represents that, as of the date of this Agreement: (a) Each of the representations of the Issuer in the Lease Agreement dated as of September 1, 2005 (the “Lease” and, together with the Indenture and this Bond Purchase Agreement, the “Bond Documents”) and the Indenture is true and correct as if made on and as of the date of this Agreement. (b) Pursuant to an ordinance duly adopted by the County Commission of the Issuer on August 23, 2005 (the “Bond Ordinance”), the Issuer duly authorized and approved (i) the execution and delivery by the Issuer of the Bond Documents and the performance by the Issuer of its obligations under the Bond Documents, and (ii) the issuance, execution and delivery of the Bonds. The Bond Ordinance has not been amended, modified or repealed. (c) The Issuer is duly authorized under the Constitution and laws of the State to issue the Bonds and to execute, deliver and perform its obligations under the Bond Documents and the Bonds, to pledge the security described in the Indenture and pledged thereby in the manner and to the extent therein set forth; based on the opinion of Bond Counsel, all actions required of the Issuer for the issuance of the Bonds and the execution and delivery of, and the performance of its obligations under, the Bond Documents and the Bonds have been duly and effectively taken; the Bond Documents have been duly executed, issued and delivered by the Issuer and, assuming the due authorization and execution thereof by the other parties thereto, are valid, binding and enforceable agreements of the Issuer, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity, and, based on the opinion of Bond Counsel, the Bonds have been duly authorized, executed, issued and delivered and constitute, and in the hands of the Purchaser will constitute, valid and binding limited obligations of the Issuer, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity. (d) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body or other governmental authority pending, with respect to which the Issuer has received service of process, or, to the knowledge of the Issue...