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ARTICLE III
<br />3.01 Covenants of Purchaser. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Purchaser shall
<br />be deemed to represent, covenant and warrant for the benefit of Seller as follows:
<br />(a) Purchaser is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power
<br />and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its
<br />obligations thereunder.
<br />(b) Purchaser will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate
<br />and politic. To the extent Purchaser should merge with another entity under the laws of the State, Purchaser agrees that as a condition
<br />to such merger it will require that the remaining or resulting entity shall be assigned Purchaser's rights and shall assume Purchaser's
<br />obligations hereunder.
<br />(c) Purchaser has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing
<br />body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the
<br />validity and enforceability of this Agreement and the Property Schedule, and Purchaser has complied with such public bidding
<br />requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Purchaser of the Property
<br />thereunder. On or before the Commencement Date for the Property Schedule, Purchaser shall cause to be delivered an opinion of
<br />counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2.
<br />(d) During the Term for the Property Schedule, the Property thereunder will perform and will be used by Purchaser only for the purpose of
<br />performing essential governmental uses and public functions within the permissible scope of Purchaser's authority.
<br />(e) Purchaser will provide Seller with current financial statements, budgets and proof of appropriation for the ensuing budget year and other
<br />financial information relating to the ability tgf Purchaser to continue this Agreement and the Property Schedule in such form and
<br />containing such information as may be requested by Seller.
<br />(f) Purchaser will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code'), including Sections
<br />103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to
<br />maintain the excludability from gross income for federal income tax purposes of the interest component of Installment Payments under
<br />the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a
<br />"private activity bond" under Section 141(a) of the Code. Purchaser covenants and agrees that it will use the proceeds of the Property
<br />Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered
<br />into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments
<br />except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been
<br />reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or
<br />become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury
<br />Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the
<br />Property Schedule.
<br />(g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and
<br />thereof by Purchaser does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond,
<br />agreement, indenture, mortgage, note, lease or other instrument to which Purchaser is a party or by which.it is bound by any law or any
<br />rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Purchaser or any of its activities or
<br />properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever
<br />upon any property or assets of Purchaser or to which it is subject.
<br />(h) Purchaser's exact legal name is as set forth on the first page of this Agreement. Purchaser will not change its legal name in any respect
<br />without giving thirty (30) days prior notice to Seller.
<br />ARTICLE IV
<br />4.01 Sale of Properfy. On the Commencement Date of each Property Schedule executed hereunder, Seller will be deemed to sell, transfer and
<br />convey to Purchaser, and Purchaser will be deemed to purchase and accept from Seller, the Property described in such Property Schedule, in
<br />accordance with this Agreement and such Property Schedule, for the Term set forth in such Property Schedule.
<br />4.02 Term. The term of each Property Schedule shall commence on the Commencement Date set forth therein and shall terminate upon payment
<br />of the final Installment Payment set forth in such Property Schedule, unless terminated sooner pursuant to this Agreement or the Property Schedule.
<br />4.03 Delivery Installation and Acceptance of Property. Purchaser shall order the Property, shall cause the Property to be delivered and
<br />installed at the locations specified in the applicable Property Schedule and shall pay all taxes, delivery costs and installation costs, if any, in connection
<br />therewith. To the extent funds are deposited under an escrow agreement or trust agreement for the acquisition of the Property, such funds shall be
<br />disbursed as provided therein. When the Property described in such Property Schedule is delivered, installed and accepted as to Purchaser's
<br />specifications, Purchaser shall immediately accept the Property and evidence said acceptance by executing and delivering to Seller the Acceptance
<br />Certificate substantially in the form attached to the Property Schedule.
<br />ARTICLE V
<br />5.01 Location, Inspection. The Property will be initially located or based at the location specified in the applicable Property Schedule. Seller
<br />shall have the right at all reasonable times during business Hours to enter into and upon the property of Purchaser for the purpose of inspecting the
<br />Property.
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