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14-20 Cedar Glen Bond Ordinance Addendums
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14-20 Cedar Glen Bond Ordinance Addendums
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Last modified
3/18/2020 2:57:42 PM
Creation date
3/18/2020 2:55:23 PM
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City Council - City Clerk
City Council - Document Type
Ordinances
City Counci - Date
3/23/2020
Bill Number
14-20
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(i) The Issuer hereby certifies that there has been delivered to the underwriter (the <br /> "Underwriter") of the Bonds the Preliminary Official Statement and the Official Statement, <br /> which the Issuer deems to be final as of its date for purposes of Rule 15c2-12 promulgated under <br /> the 1934 Act, as amended ("Rule 15c2-12"), except for information permitted to be omitted <br /> therefrom by Rule 15c2-12; provided, however, that the foregoing certification as to the finality <br /> of the Preliminary Official Statement and the Official Statement only addresses those statements <br /> in the Preliminary Official Statement and the Official Statement concerning the Issuer under the <br /> captions "THE ISSUER" and"ABSENCE OF LITIGATION." <br /> Any certificate signed by an authorized officer of the Issuer and delivered to the <br /> Underwriter shall be deemed a representation and warranty by the Issuer to the Underwriter as to <br /> the statements made therein. <br /> Section 4. Representations and Warranties of the Owner. The Owner represents and <br /> warrants to the parties hereto: <br /> (a) The Owner (i) is an Indiana limited liability company, duly formed and validly <br /> existing under the laws of the State, (ii) has the full right, power and authority to own its <br /> properties and assets, and to carry on its business as now being conducted by it, and as <br /> contemplated by the Bond Financing Documents to which it is a party (collectively, the "Owner <br /> Documents"), and (iii) has the full right, power and authority to execute and deliver the Owner <br /> Documents and to perform all the undertakings of the Owner thereunder. <br /> (b) The execution and delivery of this Bond Purchase Agreement have been duly <br /> authorized by the Owner, and this Bond Purchase Agreement has been duly executed and <br /> delivered by the Owner. <br /> (c) The execution and delivery by the Owner of this Bond Purchase Agreement, and <br /> the performance by the Owner of its obligations hereunder, and the consummation by the Owner <br /> of the transactions contemplated hereby, will not violate any provision of law, rule or regulation <br /> applicable to the Owner, or any order or decree of any court or other agency or government or <br /> governmental instrumentality applicable to the Owner, or any provision of any of its <br /> organizational documents, by-laws, membership agreement or any resolution of the Owner, or <br /> conflict with or cause a breach of or default (or with notice or the passage of time will cause a <br /> default) under any mortgage, indenture, contract, agreement, document, instrument or other <br /> undertaking to which the Owner is a party or is to be binding upon the Owner or upon any of its <br /> assets. <br /> (d) Assuming due authorization, execution and delivery thereof by the other parties <br /> thereto, the Owner Documents are the legal, valid and binding obligations of the Owner <br /> enforceable against the Owner in accordance with their terms subject to (i) the exercise of <br /> judicial discretion in accordance with general principles of equity and matters of public policy, <br /> and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting <br /> creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable. <br /> (e) The information concerning the Owner and the Project in the Official Statement <br /> does not contain any untrue statement of material fact or omit to state a material fact necessary in <br /> 5 <br />
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