Ordinance 2002-162 - Laserfiche WebLink

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ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER AND COUNCIL SECTION 2.01. Representations, Warranties and Covenants. The Borrower and the Council represent, warrant and covenant on the date hereof for the benefit of the Trustee, the Borrower, the Bond Insurer and Bondholders, as applicable, as follows: (a) Organization and Authority. The Borrower: (I) is a duly organized and validly existing municipality ofthe State and is a duly organized and validly existing Borrower; and (2) has all requisite power and authority to own and operate its properties and to carry on its activities as now conducted and as presently proposed to be conducted. (b) Full Disclosure. There is no fact that the Borrower knows of which has not been specifically disclosed in writing to the Council and the Bond Insurer that materially and adversely affects or, except for pending or proposed legislation or regulations that are a matter of general public information affecting State of Florida municipalities generally, that will materially affect adversely the properties, activities, prospects or condition (financial or otherwise) of the Borrower or the ability ofthe Borrower to perform its obligations under this Agreement. The financial statements, including balance sheets, and any other written statement furnished by the Borrower to the Council, Banc of America Securities LLC, as underwriter ofthe Bonds and the Bond Insurer do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading. There is no fact known to the Borrower which the Borrower has not disclosed to the Council, Banc of America Securities LLC, as underwriter ofthe Bonds and the Bond Insurer in writing which materially affects adversely or is likely to materially affect adversely the financial condition of the Borrower, or its ability to make the payments under this Agreement when and as the same become due and payable. (c) Pending Litigation. To the knowledge of the Borrower there are no proceedings pending, or to the knowledge ofthe Borrower threatened, against or affecting the Borrower, except as specifically described in writing to the Council, Banc of America Securities LLC, as underwriter of the Bonds and the Bond Insurer, in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would materially and adversely affect the properties, prospects or condition (financial or otherwise) ofthe Borrower, or the existence or powers or ability of the Borrower to enter into and perform its obligations under this Agreement. (d) Borrowing Legal and Authorized. The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and compliance by the Borrower with the provisions of this Agreement: 10