10-22-2001 Council Packet - Laserfiche WebLink

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The undersigned representative of.(the “Purchaser”), being the purchaser of the Orono Housing and Redevelopment Authority Tax Increment Revenue Note of 2001, dated as of June November__, 2001 (the “Note”), does hereby certify, represent and warrant for the benefit of the addressees that; (a) The Purchaser is cither a bank, savings and loan association, registered investment company, insurance company or other “Accredited Investor” as defined in Rule 501(a) of Regulation I) of the Securities Act of 1933. as amended. Purchaser (i) is duly and validly organized under the law's of its jurisdiction of incorporation or organization, (ii) is legally authorized to purchase the Note as lawful investment of the Purchaser, (iii) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Note on the basis of the information and review of documents described in section (d) below and the investigation which tlie Purchaser has conducted and (i\) can bear the economic risk of the purchase of the Note. (b) llie Purchaser has purchased the Note for its own account for inveslnienl purposes only or has become the registered ow ner thereof for security purposes and not for the account of any other person and not for distribution, assignment or resale; pro\ided. however, the Purchaser may dispo.w of the Note or an> pt'tlion thereof or interest therein in compliance with paragraph 10 of the Note and provided further that a .sale of shares in any investment company that purchases the Note will not, in and of itself, constitute a distributit)n of the Note for the purposes of this section (b). (c) Neither the City of Orono, Minnesota (the “City ”), the Orono I lousing and Redevelopment Authority (the “HRA") nor its counsel shall be deemed to have made an\ representations with respect to the Note or the Development Agreement or ta.\ increment financing district referred to therein as of any date, except as expressly provided in the Note or the Development Agreement. (d) The Purchaser has obtained and has read and rev iewed such documen. v. instalments and information related to the issuance of the Note as the Purchaser has requested from the City and the HR.\. lire Purchaser has also reviewed such other infonnaiion us requested and has been provided an opportunity to ask questions of. and has receiv ed answers from, representatives of the City and the I IRy\ regarding the terms and conditions of the Note. We understand that the Note is payable solely from certain tax increment pledged to the payment thereof and understand that such tax increment may not be sufficient to pay stated principal of and interest on the Note and that there may be other risks in such an investment which are not described therein. (c) The undersigned is a duly appointed, qualified and acting oflicer or representative of the Purchaser and authorized to make the certifications, representations and warranties contained herein and the purchase of the Note