Agenda - Council - 08/13/2013 - Laserfiche WebLink

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(iv) The execution and delivery of this Bond Purchase Agreement does not, and the execution and delivery of the School Documents and compliance with the provisions of each of them, under the circumstances contemplated thereby, will not, in any material respect, conflict with or constitute on the part of the School a breach of or default under any other agreement or instrument to which the School is a party or to the School's knowledge, any existing law, administrative regulation, court order or consent decree to which the School is subject. (v) All approvals, consents and orders of any governmental authority, board, agency, council, commission or other body in or of any state and the federal government having jurisdiction which would constitute a condition precedent to the performance by the School of its obligations hereunder and under the other School Documents, have been obtained or, if not, will be obtained at the time of or prior to the Closing (provided no representation or warranty is expressed as to any action required under federal or state securities or Blue Sky laws in connection with the placement of the Bonds by the Underwriter). (vi) This Bond Purchase Agreement does, and the other School Documents, when each of them has been executed and delivered by the School, will, assuming due authorization, execution and delivery by the other parties thereto, each, constitute a valid and binding obligation of the School, enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. (vii) To the knowledge of the School, no litigation is pending or threatened (A) seeking to restrain or enjoin the issuance or delivery of the Bonds or the application of proceeds of the Bonds as provided in the Indenture and the Loan Agreement or the collection or revenues pledged under the Indenture, (B) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, or any other School Documents, or (C) in any way affecting, in a material adverse manner, the property of the School or contesting the existence or powers of the School. (viii) The Official Statement was, as of its date, "final" within the meaning of (b)(1) of the Rule. (ix) The School has not been, within the last five years, in default as to principal or interest with respect to any obligation issued by or guaranteed by the School or with respect to which the School is an obligor. (x) The School is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or corresponding provisions of prior law, is exempt from federal income taxes under Section 501(a) of the Code, except for unrelated business income subject to taxation under Section 511 of the Code. Currently, the operation of the Project does not result in unrelated business income. (c) The Underwriter represents to and agrees with the Issuer as follows: