Agenda - Council - 07/12/2022 - Laserfiche WebLink

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(iv) A certificate of the Issuer, signed by authorized representatives of the Issuer, dated the date of the Closing, to the effect that, to the actual knowledge of such representatives that (A) the representations of the Issuer contained in this Bond Purchase Agreement and in the Bond Resolution, the Indenture, and the Loan Agreement are true and correct in all material respect as of the date of the Closing; (B)to the actual knowledge of the Issuer, without investigation or inquiry, no litigation is pending or threatened that challenges the Issuer's execution and delivery of the Series 2022 Bonds, this Bond Purchase Agreement,the Indenture or the Loan Agreement; and(C)the information in the Issuer Portion of the Official Statement is true and accurate in all material respects; (v) A certificate of the Company, signed by an authorized officer or authorized officers of the Company,dated the date of the Closing,to the effect that(A)the representations, warranties and agreements of the Company contained in the Company Documents are true and correct in all material respects as of the date of the Closing; (B)to the knowledge of the Company, no litigation is pending or threatened, (1) seeking to restrain or enjoin the issuance or delivery of any of the Series 2022 Bonds or the collection of revenues or other security pledged under the Indenture, (2) in any way contesting or affecting any authority for the issuance of the Series 2022 Bonds or the validity of the Series 2022 Bonds or any of the Company Documents, or (3) in any way contesting the existence or powers of the Company; (C) no event affecting the Company has occurred since the date of the Official Statement which should be disclosed in the Official Statement, for the purpose for which it is to be used or which should be disclosed therein in order to make the statements and information therein not misleading in any material respect;(D) the information in the Preliminary Official Statement was as of its date and the date hereof and the information in the Official Statement as of the date of Closing with respect to the Company and the Company Documents is true, accurate and complete in all material respects; (E) all resolutions and other actions required to be approved or taken by or on behalf of the Company authorizing and approving the transactions described or contemplated in this Bond Purchase Agreement or in the Official Statement,the execution of or approving of the respective forms of, as the case may be, the Company Documents and the Series 2022 Bonds have been duly approved by the Board of Directors of the Company, are in full force and effect and have not been modified, amended or repealed; (F)the Company has all necessary licenses,approvals,accreditations and permits presently required under federal, state and local laws to own its facilities; and(G)the Company is a nonprofit corporation organized and validly existing under the laws of the State and is an organization described in Section 501(c)(3) of the Code and exempt from federal income taxation under Section 501(a) of the Code with full power and authority to own its properties and conduct its business; (vi) Certified copies of the Company's resolutions or comparable actions of its Board of Directors (or a person's actions at the authorization of the Board of Directors) authorizing the execution and delivery of the Company Documents and approving the Series 2022 Bonds,the Preliminary Official Statement, and the Official Statement; (vii) A certificate of the Charter School, signed by an authorized officer or authorized officers of the Charter School, dated the date of the Closing, to the effect that: (A)the representations,warranties and agreements of the Charter School contained herein and in the Charter School Documents are true and correct in all material respects as of the date of the Closing; (B)to the knowledge of the Charter School,no litigation is pending or threatened, (1) seeking to restrain or enjoin the issuance or delivery of any of the Series 2022 Bonds or the collection of revenues or other security pledged under the Indenture and 11