Issuer Representations Clause Samples

Issuer Representations. The Issuer represents that, as of the date of delivery of this Agreement: (a) The Issuer is a political subdivision, organized and existing under the laws of the State. (b) The Issuer has duly authorized by an ordinance of the governing body of the Issuer adopted at a meeting duly called and held by the affirmative vote of not less than a majority of its members, the execution, delivery and performance of the Bond Documents, the Bonds and the issuance of the Bonds, all for the purpose of financing the Project including the acquisition, construction, assembly and installation of the Project Property and paying certain costs related to the issuance of the Bonds. (c) To the knowledge of the Issuer, (i) the execution, delivery and performance by the Issuer of the Bond Documents will not conflict with or create a material breach of or material default under the Act or any other law, rule, regulation or ordinance applicable to the Issuer or any agreement or instrument to which the Issuer is a party or by which it is bound, and (ii) there is no action, suit, proceeding, inquiry or investigation by or before any court, public board or body, pending or threatened against the Issuer, which seeks to or does restrain or enjoin the issuance or delivery of the Bonds or the execution and delivery of any of the Bond Documents or in any manner questions the validity or enforceability of the Bonds or any of the Bond Documents. (d) This Issuer is not aware of any fact or circumstance that would cause this Agreement and the Indenture to be unenforceable against the Issuer, invalid, or nonbinding on the Issuer, in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity and other applicable laws.

Issuer Representations. ISSUER represents and warrants to the PURCHASER as follows:

Issuer Representations. Issuer represents and warrants to Purchaser as follows:

Issuer Representations. The Issuer represents that, as of the date of this Bond Purchase Agreement: (a) Each of the representations of the Issuer in the Lease and the Indenture is true and correct as if made on and as of the date of this Bond Purchase Agreement. (b) Pursuant to Ordinance duly adopted by the City Council, the governing body of the Issuer (the “Governing Body”), on [January 28, 2021] (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 is in full force and effect and has not been amended, modified or repealed. (c) The Issuer is duly authorized under the Constitution and laws of the State of New Mexico (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; 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; at or prior to the Closing Date, the Bond Documents will be executed and delivered by the Issuer and, assuming the due authorization and execution thereof by the other parties thereto, and based on the opinion of ▇▇▇▇▇, Dickason, Sloan, Akin & ▇▇▇▇, P.A. (“Bond Counsel”), the Bond Documents will be legal, valid and binding special, limited obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as may be limited by insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity, and shall be executed and delivered by the authorized officers of the Issuer; and based upon the opinion of Bond Counsel, the Bonds, when issued, delivered and paid for as herein provided, will constitute the legal, valid and binding special, limited obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as may be limited by insolvency, bankruptcy, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity. (d) To the Issuer’s knowledge and belie...

Issuer Representations. Issuer represents and warrants to the Subscriber as follows:

Issuer Representations. The Issuer represents and warrants as follows:

Issuer Representations. The Issuer represents that, as of the date of this Agreement: (a) Each of the representations of the Issuer in the Lease and Purchase Agreement dated as of December 1, 1996 (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 City Council of the Issuer on November 13, 1996 (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 Bond. The Bond Ordinance has not been amended, modified or repealed. (c) The Bond Documents and the Bond Ordinance constitute, and the Bond, when executed by the Issuer and delivered to the Purchaser will constitute, legal, valid and binding obligations off the Issuer, enforceable against the Issuer in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity. 3 (d) The statements contained in any certificate provided under this Agreement and signed and delivered to the Purchaser by any authorized official of the Issuer will be deemed a representation and warranty by the Issuer to the Purchaser.

Issuer Representations. 8.1 The Issuer hereby represents and warrants that, on this date: (i) that it is a corporation duly organized, incorporated and existing in accordance with Brazilian laws, with registration as a publicly held company in accordance with Brazilian laws and applicable CVM regulations; (ii) that it is duly authorized and obtained all licenses and authorizations, including corporate ones, necessary for the execution of this Indenture, for the issue of Debentures and for the fulfillment of its obligations set forth herein, having met all the legal and statutory requirements necessary for this purpose; (iii) that the legal representatives who subscribe this Indenture have statutory and/or delegated powers to assume, on their behalf, the obligations established herein and, as attorneys-in-fact, had the powers legitimately granted, and the respective powers of attorney are in full force; (iv) that the execution of this Indenture and the fulfillment of its obligations under this Indenture, as well as the Debentures issue and public distribution do not infringe or contravene, (a) any agreement or document in which the Issuer is a party or by which any of its assets and properties are bound, nor will it result in (1) early maturity of any obligation set forth in any of these agreements or instruments; (2) creation of any liens or encumbrances on any of the Issuer’s assets; or (3) termination of any such agreements or instruments; (b) any law, decree or regulation to which the Issuer or any of its assets and properties are subject; or (c) any administrative, judicial or arbitration judgment, decision or award that affects the Issuer or any of its assets and properties; (v) that has all the relevant authorizations and licenses required by federal, state and municipal authorities for the regular exercise of its activities, all of which are valid, also considering that authorizations and licenses not obtained or renewed by the Issuer may not result in a Material Adverse Effect; (vi) that is complying with all laws, regulations, administrative rules and determinations of government agencies, agencies or courts, applicable to the conduct of its business and that (i) are relevant to the performance of the Issuer’s activities or (ii) whose non-compliance by the Issuer may not result in a Material Adverse Effect, including the provisions in the legislation in force pertinent to the National Environment Policy, in the Resolutions of the National Environment Council - CONAMA and...

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 [ (the “Lease” and, together with the Indenture and this Agreement, the “Bond Documents”), between the Issuer and the Company, and the Indenture is true and correct as if made on and as of the date of this Agreement.