6462 - Laserfiche WebLink

Home Browse Search

Section 2.2. No Representation or Warranty by Issuer as to Project. The Company recognizes that since the Project has been or will be acquired, improved and equipped by the Company and by contractors and suppliers selected by the Company, THE ISSUER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION OR WORKMANSHIP OF ANY PART OF THE PROJECT OR ITS SUITABILITY FOR THE PURPOSES OF THE COMPANY OR THE EXTENT TO WHICH PROCEEDS DERIVED FROM THE SALE OF THE BONDS WILL PAY THE COST TO BE INCURRED IN CONNECTION THEREWITH. Any bond purchaser, assignee of the Lease Agreement or any other party with any interest in this transaction, shall make its own independent investigation as to the creditworthiness and feasibility of thc Project, independent of any representation or warranties of the Issuer. Section 2.3. Representations by the Company. The Company represents and warrants to the Issuer and the Trustee as follows: (a) Organization and Authority. The Company (1) is a corporation duly organized and validly existing and is duly qualified to do business under the laws of the State of Missouri and qualified to do business in the State of Missouri, (2) has lawful power and authority to enter into, execute and deliver this Lease Agreement and any other Financing Documents required to be executed and delivered by it in connection with the issuance of the Bonds and to perform its obligations hereunder and thereunder, and (3) by all necessary corporate action has been duly authorized to execute and deliver this Lease Agreement and the other Financing Documents required to be executed and delivered by it in connection with the issuance of the Bonds, acting by and through its duly authorized officers. (b) No Defaults or Violations of Law. The execution and delivery of this Lease Agreement and other Financing Documents to which the Company is a party by the Company will not conflict with or result in a breach of any of the terms of, or constitute a default under, or create any lien, charge or encumbrance upon any property of the Company other than Permitted Encumbrances under the provisions of any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company is a party or by which it or any of its property is bound or its Articles of Incorporation, bylaws, or any of the rules or regulations of any court or other governmental body applicable to the Company or its property. No event has occurred and no condition exists with respect to the Company that would constitute an "event of default" under any of the documents to which the Company is a party, or which, with the lapse of time or with the giving of notice or both, would reasonably be expected to become such an "event of default." The Company is not in violation in any material respect of any agreement, Articles of Incorporation, bylaws or other instrument to which it is a party or by which it may be bound. (c) Licenses, Permits and Approvals. The Company is duly authorized and has all necessary licenses and permits which can be obtained as of the date hereof to occupy and operate the Project under the laws and regulations of the United States, the State and the departments, agencies and political subdivisions thereof, and the Company has obtained or will obtain all requisite approvals of federal, state and local governmental bodies necessary for the acquisition, construction, improvement and equipping of the Project. To the best of the Company's knowledge, the Project is in all material respects in compliance with all applicable federal, state and local zoning, subdivision, environmental, pollution control and other laws, rules and regulations, except where the violation thereof would not reasonably be expected to materially and adversely affect the 2164784 -5-