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

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ARTICLE Ill REPRESENTATIONS, FINDINGS, COVENANTS AND WARRANTIES Section 2.1 Representations, Findings and Covenants of the Issuer, The Issuer represents, finds and agrees that: (a) The Issuer is a municipal corporation organized and existing under the laws of the State and is authorized under the Act to issue the Bonds. Under the provisions of the Act, the Issuer is authorized to enter into the transactions contemplated by this Agreement and the Indenture and to carry out its obligations hereunder and thereunder. The Issuer has duly authorized the execution and delivery of this Agreement, the Bond Purchase Agreement, and the Indenture. (b) In authorizing the issuance of the Bonds, the Issuer's purpose is, and in its judgment the effect thereof will be, to promote the public welfare by providing for the financing and refinancing of the acquisition, construction, and equipping of a charter school. (c) To the actual knowledge of the undersigned officials of the Issuer, no event has occurred, and no condition currently exists, which constitutes or may, with the passage of time or the giving of notice, or both, constitute an Event of Default on the part of the Issuer. Section 2.2 Representations, Covenants and Warranties of the Company. The Company represents, covenants and warrants as follows: (a) The Company is a Minnesota nonprofit corporation, duly incorporated and in good standing in the State of Minnesota and is duly qualified to transact business in the State, is not in violation of any provision of its Articles of Incorporation or its Bylaws, has power to enter into this Agreement and has duly authorized the execution and delivery of this Agreement by proper corporate action. (b) The Company agrees that during the term of this Agreement it will maintain its nonprofit corporate existence, will maintain its status as an exempt organization under Section 501(c)(3) of the Code exempt from federal income taxation under Section 501(a) of the Code, will continue to be a nonprofit corporation qualified to transact business and in good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other legal entities to consolidate with or merge into it. (c) The Company is duly authorized to own the Schoolhouse and lease the same to the School under the laws, rulings and regulations of the State, and the Company has obtained all requisite approvals of the State and other federal, regional and local governmental bodies required to be received in connection with the ownership of the Schoolhouse. 10 5G00861v1