Representations and Covenants by the Company. The Companies make the following representations and warranties as the basis for the undertakings on its part herein contained: (a) The Operating Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement. (b) The Landlord is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are now a party or by which either is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either Company, other than as may be created or permitted by this Agreement. (d) The Companies shall use commercially reasonable efforts to cause Project to reach the Investment Target during the Investment Period. (e) To the best knowledge of the Companies, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies is there any basis therefore.
Appears in 2 contracts
Samples: Infrastructure Finance Agreement, Infrastructure Finance Agreement
Representations and Covenants by the Company. The Companies Company make the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has power Delaware and qualified to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and do business in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(cb) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are Company is now a party or by which either is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either Company, other than as may be created or permitted by this Agreement.
(dc) The Companies Company shall use commercially reasonable efforts to cause Project (i) the Five Year Milestone, the Ten Year Milestone, the Fifteen Year Milestone, and the Twenty Year Milestone to reach the Investment Target be achieved during the Investment Period.
(ed) To the best knowledge of the CompaniesCompany, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies Company to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies Company is there any basis therefore.
(e) The Company agrees to reimburse the County for all reasonable expenses, including attorney’s fees which shall not in any event exceed $_ in the aggregate, to which it might be put in the review of this Agreement and in the fulfillment of its obligations under this Agreement and in the implementation of its terms and provisions.
(f) The Company agrees to maintain such books and records with respect to the Project as will permit verification of the Company’ compliance with the terms of this Agreement and the certifications submitted to the County pursuant to Section 3.02(c) hereof. The Company, may, by clear, written designation, conspicuously marked, designate with respect to any book and records delivered or made available to the County segments thereof that the Company believes contain proprietary, confidential or trade secret matters. The County shall comply with all reasonable written requests made by the Company with respect to maintaining the confidentiality of such designated segments. Except to the extent required by law, the County shall not release information which has been designated as confidential or proprietary by the Company.
(g) The Company agrees to use commercially reasonable efforts to construct or cause to be constructed the SRT Bridge, subject to any and all constraints in place or created by the Interested Parties including the SRT Steps identified herein.
(h) The Company agrees to annually apprise the County Administrator of progress towards the SRT Steps identified herein by providing a written report including exhibits related to the work product created by the SRT Steps and/or additional steps as may be required.
Appears in 1 contract
Samples: Special Source Credit Agreement
Representations and Covenants by the Company. The Companies make Company makes the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has power South Carolina and qualified to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and do business in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(cb) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are Company is now a party or by which either the Company is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either the Company, other than as may be created or permitted by this Agreement.
(dc) The Companies Company shall use commercially reasonable efforts to cause Project to reach the Investment Target to be achieved during the Investment Period.
(ed) To the best knowledge of the CompaniesCompany, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies Company to enter into the transactions transaction contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions transaction contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either the Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies Company is there any basis therefore.
(e) The Company agrees to reimburse the County for all reasonable expenses, including attorney’s fees, to which it might be put in the review of this Agreement and in the fulfillment of its obligations under this Agreement and in the implementation of its terms and provisions.
(f) The Company agrees to maintain such books and records with respect to the Project as will permit verification of the Company’s compliance with the terms of this Agreement and the certifications submitted to the County pursuant to Section 3.02(e) hereof. The Company, may, by clear, written designation, conspicuously marked, designate with respect to any book and records delivered or made available to the County segments thereof that the Company believes contain proprietary, confidential or trade secret matters. The County shall comply with all reasonable written requests made by the Company with respect to maintaining the confidentiality of such designated segments. Except to the extent required by law, the County shall not release information which has been designated as confidential or proprietary by the Company.
Appears in 1 contract
Samples: Special Source Credit Agreement
Representations and Covenants by the Company. The Companies make Company makes the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, has power New York and qualified to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and do business in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(cb) Neither To the best knowledge of the undersigned representative of the Company, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are Company is now a party or by which either it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either the Company, other than as may be created or permitted by this Agreement.
(d) The Companies shall use commercially reasonable efforts to cause Project to reach the Investment Target during the Investment Period.
(ec) To the best knowledge of the CompaniesCompany, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies Company to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either the Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies Company is there any basis therefore.
(d) The Company agrees to reimburse the County for all reasonable expenses, including attorney’s fees, to which it might be put in the review of this Agreement and in the fulfillment of its obligations under this Agreement and in the implementation of its terms and provisions; provided, however, that no such expense shall be so reimbursable until the County has furnished to the Company an itemized statement in writing indicating the amount of such expense and the reason it has been or will be incurred. The parties understand that the County has incurred, and will incur, attorney’s fees and other expenses in connection with the original execution and delivery of this Agreement, ordinances and other documentation related hereto in an amount not to exceed $6,000.00.
(e) The Company agrees to maintain such books and records with respect to the Non-FILOT Expansion Project as will permit verification of the Company’s compliance with the terms of this Agreement and the certifications submitted to the County pursuant to Section 3.02(f) hereof. The Company, may, by clear, written designation, conspicuously marked, designate with respect to any book and records delivered or made available to the County segments thereof that the Company believes contain proprietary, confidential or trade secret matters. The County shall comply with all reasonable written requests made by the Company with respect to maintaining the confidentiality of such designated segments. Except to the extent required by law, the County shall not release information which has been designated as confidential or proprietary by the Company. In the event that the County is required to disclose any information that has been designated as confidential and proprietary by the Company to any third party, the County agrees to provide the Company with as much advance notice as is reasonably possible of such requirement before making such disclosure, and to cooperate reasonably with any attempts by the Company to obtain judicial or other relief from such disclosure requirement.
Appears in 1 contract
Samples: Special Source Credit Agreement
Representations and Covenants by the Company. The Companies make the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delawareand qualified to do business in the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are now a party or by which either is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either Company, other than as may be created or permitted by this Agreement.
(d) The Companies shall use commercially reasonable efforts to cause Project to reach the Investment Target to be achieved during the Investment Period.
(e) To the best knowledge of the Companies, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies is there any basis therefore.
(f) The Companies agree to reimburse the County for all reasonable expenses, including attorney’s fees, to which it might be put in the review of this Agreement and in the fulfillment of its obligations under this Agreement and in the implementation of its terms and provisions; provided, however, that such expenses shall not exceed $7,500.
(g) The Companies agree to maintain such books and records with respect to the Project as will permit verification of the Companies’ compliance with the terms of this Agreement and the certifications submitted to the County pursuant to Section 3.02(e) hereof. The Companies, may, by clear, written designation, conspicuously marked, designate with respect to any book and records delivered or made available to the County segments thereof that the Companies believe contain proprietary, confidential or trade secret matters. The County shall comply with all reasonable written requests made by the Company with respect to maintaining the confidentiality of such designated segments. Except to the extent required by law, the County shall not release information which has been designated as confidential or proprietary by the Companies.
Appears in 1 contract
Samples: Special Source Credit Agreement
Representations and Covenants by the Company. The Companies make Company makes the following representations representations, warranties and warranties covenants as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has power South Carolina and qualified to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and do business in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(cb) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are Company is now a party or by which either it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either the Company, other than as may be created or permitted by this Agreement.
(d) The Companies shall use commercially reasonable efforts to cause Project to reach the Investment Target during the Investment Period.
(ec) To the best knowledge of the CompaniesCompany, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies Company to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either the Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies Company is there any basis therefore.
(d) The financing of the Cost of Infrastructure by the County has been instrumental in inducing the Company to establish the Project in Jasper County, South Carolina.
Appears in 1 contract
Representations and Covenants by the Company. The Companies make Company makes the following representations representations, warranties and warranties covenants as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has power and qualified to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and do business in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(cb) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are Company is now a party or by which either it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either the Company, other than as may be created or permitted by this Agreement.
(dc) The Companies Company shall use commercially reasonable efforts to cause Project the SSRC Investment Targets to reach be achieved on the SSRC Investment Target during the Investment PeriodSchedule.
(ed) To the best knowledge of the CompaniesCompany, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies Company to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either the Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies Company is there any basis therefore.
(e) The Company agrees to reimburse the County for all reasonable expenses, including attorney’s fees, to which it might be put in the review of this Agreement and in the fulfillment of its obligations under this Agreement and in the implementation of its terms and provisions.
(f) The Company agrees to maintain such books and records with respect to the Project as will permit verification of the Company’s compliance with the terms of this Agreement and the certifications submitted to the County pursuant to Section 3.02(c) hereof. The Company may, by clear, written designation, conspicuously marked, designate with respect to any book and records delivered or made available to the County segments thereof that the Company believes contain proprietary, confidential, or trade secret matters. The County shall comply with all reasonable, written requests made by the Company with respect to maintaining the confidentiality of such designated segments. Except to the extent required by law, the County shall not release information which has been designated as confidential or proprietary by the Company.
Appears in 1 contract
Representations and Covenants by the Company. The Companies Company make the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has power and qualified to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and do business in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(cb) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are Company is now a party or by which either is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either Company, other than as may be created or permitted by this Agreement.
(dc) The Companies Company shall use commercially reasonable efforts to cause Project (i) the Five Year Milestone, the Ten Year Milestone, and the Fifteen Year Milestone to reach be achieved during the Investment Target during Period and (ii) the Investment Commitment to be achieved by the end of the Investment Period.
(ed) To the best knowledge of the CompaniesCompany, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies Company to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies Company is there any basis therefore.
(e) The Company agrees to reimburse the County for all reasonable expenses, including attorney’s fees which shall not in any event exceed $_ in the aggregate, to which it might be put in the review of this Agreement and in the fulfillment of its obligations under this Agreement and in the implementation of its terms and provisions.
(f) The Company agrees to maintain such books and records with respect to the Project as will permit verification of the Company’ compliance with the terms of this Agreement and the certifications submitted to the County pursuant to Section 3.02(e) hereof. The Company, may, by clear, written designation, conspicuously marked, designate with respect to any book and records delivered or made available to the County segments thereof that the Company believes contain proprietary, confidential or trade secret matters. The County shall comply with all reasonable written requests made by the Company with respect to maintaining the confidentiality of such designated segments. Except to the extent required by law, the County shall not release information which has been designated as confidential or proprietary by the Company.
Appears in 1 contract
Samples: Special Source Credit Agreement
Representations and Covenants by the Company. The Companies make Company makes the following representations representations, warranties and warranties covenants as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, has power Georgia and qualified to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and do business in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(cb) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are Company is now a party or by which either it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either the Company, other than as may be created or permitted by this Agreement.
(dc) The Companies Company shall use commercially reasonable efforts to cause Project the SSRC Investment Targets to reach be achieved on the SSRC Investment Target during the Investment PeriodSchedule.
(ed) To the best knowledge of the CompaniesCompany, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies Company to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either the Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies Company is there any basis therefore.
(e) The Company agrees to reimburse the County for all reasonable expenses, including attorney’s fees, to which it might be put in the review of this Agreement and in the fulfillment of its obligations under this Agreement and in the implementation of its terms and provisions.
(f) The Company agrees to maintain such books and records with respect to the Project as will permit verification of the Company’s compliance with the terms of this Agreement and the certifications submitted to the County pursuant to Section 3.02(c) hereof. The Company may, by clear, written designation, conspicuously marked, designate with respect to any book and records delivered or made available to the County segments thereof that the Company believes contain proprietary, confidential, or trade secret matters. The County shall comply with all reasonable, written requests made by the Company with respect to maintaining the confidentiality of such designated segments. Except to the extent required by law, the County shall not release information which has been designated as confidential or proprietary by the Company.
Appears in 1 contract
Representations and Covenants by the Company. The Companies Company make the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has power Delaware and qualified to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and do business in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(cb) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are Company is now a party or by which either is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either Company, other than as may be created or permitted by this Agreement.
(dc) The Companies Company shall use commercially reasonable efforts to cause Project (i) the Five Year Milestone, the Ten Year Milestone, the Fifteen Year Milestone, and the Twenty Year Milestone to reach be achieved during the Investment Target during Period and (ii) the Investment Commitment to be achieved by the end of the Investment Period.
(ed) To the best knowledge of the CompaniesCompany, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies Company to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies Company is there any basis therefore.
(e) The Company agrees to reimburse the County for all reasonable expenses, including attorney’s fees which shall not in any event exceed $_ in the aggregate, to which it might be put in the review of this Agreement and in the fulfillment of its obligations under this Agreement and in the implementation of its terms and provisions.
(f) The Company agrees to maintain such books and records with respect to the Project as will permit verification of the Company’ compliance with the terms of this Agreement and the certifications submitted to the County pursuant to Section 3.02(e) hereof. The Company, may, by clear, written designation, conspicuously marked, designate with respect to any book and records delivered or made available to the County segments thereof that the Company believes contain proprietary, confidential or trade secret matters. The County shall comply with all reasonable written requests made by the Company with respect to maintaining the confidentiality of such designated segments. Except to the extent required by law, the County shall not release information which has been designated as confidential or proprietary by the Company.
(g) The Company agrees to use commercially reasonable efforts to construct or cause to be constructed the SRT Bridge, subject to any and all constraints in place or created by the Interested Parties including the SRT Steps identified herein.
(h) The Company agrees to annually apprise the County Administrator of progress towards the SRT Steps identified herein by providing a written report including exhibits related to the work product created by the SRT Steps and/or additional steps as may be required.
Appears in 1 contract
Samples: Special Source Credit Agreement
Representations and Covenants by the Company. The Companies make Company makes the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareSouth Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are Company is now a party or by which either it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either the Company, other than as may be created or permitted by this Agreement.
(d) The Companies Company shall use commercially reasonable efforts to cause Project to reach the Investment Target and the Jobs Creation Target to be met during the Investment Period.
(e) To the best knowledge of the CompaniesCompany, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies Company to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either the Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies Company is there any basis therefore.
Appears in 1 contract
Samples: Infrastructure Finance Agreement
Representations and Covenants by the Company. The Companies make Company makes the following representations and warranties as the basis for the undertakings on its part herein contained:
(a) The Operating Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(b) The Landlord is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of South Carolina, has power to enter into this Agreement and to carry out its obligations hereunder, and by proper corporate action has been duly authorized to execute and deliver this Agreement.
(cb) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will result in a material breach of any of the terms, conditions, or provisions of any corporate restriction or any agreement or instrument to which either of the Companies are Company is now a party or by which either is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of either Company, other than as may be created or permitted by this Agreement.
(dc) The Companies Company shall use commercially reasonable efforts to cause Project to reach the Investment Target during the Investment Period.
(ed) To the best knowledge of the CompaniesCompany, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, or before or by any court, public body, or public board which is pending or threatened challenging the power of the Companies Company to enter into the transactions contemplated hereby or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or would affect the validity, or adversely affect the enforceability, of this Agreement, or any other agreement or instrument to which either Company is a party and which is to be used in connection with or is contemplated by this Agreement, nor to the best of the knowledge of the Companies Company is there any basis therefore.
(e) The Company agrees to pay Administration Expenses to the County and indemnification payments pursuant to Section 6.11 of this Agreement when and as they shall become due, but in no event later than the date which is the earlier of any payment date expressly provided for in this Agreement or the date which is forty-five (45) days after receiving written notice from the County or the Indemnified Party, as the case may be, accompanied by such supporting documentation as may be necessary to evidence the County’s or Indemnified Party’s right to receive such payment, specifying the nature of such expense and requesting payment of same
Appears in 1 contract
Samples: Infrastructure Finance Agreement
