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condemnation award, shall be sufficient to pay the principal ~
of all the 8onds then outstanding at par plus accrued interest
thereon and interest to accrue thereon to the next interest
payment date. The Trustee shall redeem all of the Bonds then
outstanding on the next succeeding interest payment date which
occurs at least sixty (60) days after the deposit of said
funds into the Bond Fund. Such redemption shall be effected
in the manner provided in Section 11 of the Resolution.
ARTICLE VI
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SPECIAI, COVENANTS }
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Section 6.01. NO WARRANTY OF CONDITION OR SUITABILITY
BY ISSUER OR TRUSTEE. The Issuer and the Trustee make no
warranty, either express of implied, as to the title or
condition of the Mortgaged Property or the Project, or that
it will be suitable for the Company's purposes or needs, or
that it can be constructed according to the plans and specifications
with the proceeds from the sale of the Bonds, except that they
warrant they have created no rights in third parties that will
interfere with the Company's use of the Mortgaged Property and ;
the Project. ~
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Section 6.02. RICHT OF ACCESS TO MORTGAGED PROPERTY ~
AND PROJECT. The Company agrees that the Issuer, the Trustee
and their duly authorized agents shall have the right at all
reasonable times to enter upon the Mortgaged Property and the
Project as may be necessary to carry out or determine compliance
with this Agreement, but such entry will be subject to the giving _
of reasonable notice, to the execution of reasonable release
of liability agreements and to the execution of reasonable }
secrecy agreements regarding confidential or patented processes, ~
designs, operatinu procedures and similar matters. i
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Section b.03. MAINTENANCE OF CORPORATE EXISTENCE. The ~
Company and the Di Giorgio Corporation, a Delaware corporation
(hereinafter called "Di Giorgio") which is guarantying to the
Issuer the duties and obligations of the Company pursuant to
_ Article XI herein, agree that during the term of this Agreement
each will maintain its corporate existence, will not dissolve
or otherwise dispose of aIl or substantially all of its assets,
'E and will not consolidate with or merge into another corporation
; or permit one or more other corporations to consolidate with
; or merge into it, unless there exists at the time of such
; dissolution, disposition or consolidation a surviving, resulting
r or successor corporation, as the case may be, which assumes
F in writing all of the obligations of the Company herein and
t hereunder.
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~ Section 6.04. COVENANTS REGARDING SECTION 103(c) OF
THE INTERNAL REVENUE CODE. The Company covenants that, unless
all Bonds have been paid, or are redeemable prior to maturity and
notice of such redemption has been given in the manner required by
the Resolution and payment of_principal, interest and applicable
premium, if any, has been duly made or provided for, it will
not make or permit any capital expenditures to be made or any other
~ action to be taken which will cause the interest on the Bonds to
become subject to federal income taxes pursuant to the provisions
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