Common use of Representations and Warranties by Company Clause in Contracts

Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) The Company is a limited liability company validly existing and in good standing under the laws of the State of South Carolina and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement. (b) The agreements with the County with respect to the FILOT and the Multi- County Park have been instrumental in inducing the Company to locate the Project within the County and the State. (c) No actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement. (d) For the Project, the Company hereby commits to satisfy, or cause the satisfaction of, the Investment Requirement by the end of the Investment Period. The Investment Requirement shall not include any amount paid by the Company, or any Company Affiliate for real estate improvements placed in service on the Land as of the date of this Agreement. The Company agrees to satisfy, or cause the satisfaction of, and maintain, or cause the maintenance of, the Real Property Investment throughout the entire term of the FILOT. (e) If the Company fails to meet, or cause to be met by the Controlled Group, the Investment Requirement, then this Agreement shall terminate and the Company and any other Company Affiliate shall repay the benefits received for any of the previous years constituting the Investment Period as if the Investment Requirement was not met. (f) The income tax year of the Company, and accordingly the property tax year, for federal income tax purposes is December 31. (g) No event has occurred and no condition currently exists with respect to the Company, which would constitute a default hereunder or an “Event of Default” as defined herein. (h) [The Company intends for the Project to serve one or more existing facilities in the County, and to serve such other purposes permitted under the Act as the Company may deem appropriate.] The Project constitutes a “project” and “economic development property” as provided under the Act.

Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) The Company DRS Naval Power Systems, Inc. is a limited liability company corporation, validly existing and in good standing under the laws of the State of South Carolina Delaware and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement. (b) The agreements with the County with respect to the FILOT and the Multi- County Park have been instrumental in inducing the Company to locate the Project within the County and the State. (c) No actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement. (d) For the Project, the Company hereby commits to satisfy, or cause the satisfaction of, the an Investment Requirement of One Hundred Thirty-One Million Dollars ($131,000,000.00) (without regard to depreciation) in land improvements, buildings, and other real property, and in machinery, equipment, and other personal property at the Project by the end of the Investment Period. The Investment Requirement investment amount shall not include any amount paid by the Company, or any Company Affiliate for real estate improvements placed in service on the Land land existing as of the date of this Agreement. The Company agrees to satisfy, or cause the satisfaction of, and maintain, or cause the maintenance of, the Real Property Investment throughout the entire term of the FILOT. (e) If the Company fails to meet, or cause to be met by the Controlled Group, meet the Investment Requirement, then this the Fee Agreement shall terminate and the Company and any other Company Affiliate shall repay the benefits received for any of the previous years constituting the Investment Period as if the Investment Requirement was not met. (f) The income tax year of the Company, and accordingly the property tax year, for federal income tax purposes is December 31. (g) No event has occurred and no condition currently exists with respect to the Company, which would constitute a default hereunder Default or an “Event of Default” as defined herein. (h) [The Company intends for to operate the Project to serve one or more existing facilities in the Countyas a manufacturing facility, and to serve for such other purposes permitted under the Act as the Company it may deem appropriate.] . The Project constitutes a “project” and “economic development property” as provided under the Act.

Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) The Company Redwood Materials East, LLC is a limited liability company company, validly existing and in good standing under the laws of the State of South Carolina Delaware and will be authorized to do business in the StateState prior to placing any Economic Development Property into service under this Agreement; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement. (b) The agreements with the County with respect to the FILOT and the Multi- County Park have been instrumental in inducing the Company to locate the Project within the County and the State. (c) No actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement. (d) For the Project, the Company hereby commits to satisfy, or cause the satisfaction of, the a Contractual Minimum Investment Requirement of Four Hundred Million Dollars ($400,000,000.00) in land, buildings, other real property, machinery, equipment, and other personal property at the Project by the end of the Investment Period. The Investment Requirement investment amount shall not include any amount paid by the Company, or any Company Affiliate for real estate improvements placed in service on the Land land existing as of the date of this Agreement. The Company agrees to satisfy, or cause maintain at least the satisfaction of, and maintain, or cause the maintenance of, the Real Property Contract Minimum Investment Requirement (determined without regard to depreciation) throughout the entire term Term of the FILOTthis Agreement. (e) If the Company fails to meet, or cause to be met meet the Contractual Minimum Investment Requirement by the Controlled Group, end of the Initial Investment Period or fails to maintain the Contractual Minimum Investment Requirement at any time after the Investment RequirementPeriod closes, then (i) this Agreement shall terminate continue in force but the FILOT Payments shall be adjusted prospectively pursuant to Section 5.01(d)(iv) of this Agreement, as permitted by Section 00-00-000 and 12-44-140(C) of the Simplified FILOT Act, and (ii) the Company and any other Company Affiliate shall repay the benefits received for any County an amount consisting of the previous difference between what it previously paid in FILOT Payments for all prior tax years constituting and what it would have paid in FILOT Payments had the Investment Period as if the Investment Requirement was not metFILOT Payments been calculated using a six percent (6%) assessment ratio. (f) The income tax year of the Company, and accordingly the property tax year, for federal income tax purposes is ends on December 31. (g) No event has occurred and no condition currently exists with respect to the Company, which would constitute a default hereunder Default or an “Event of Default” as defined herein. (h) [The Company intends for to develop the Project to serve one or more existing facilities in the Countyoperate manufacturing and related facilities, and to serve for such other purposes permitted under the Act as the Company it may deem appropriate.] . The Project constitutes a “project” and “economic development property” as provided under the Act.

Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) The Company Project Aspire is a limited liability company corporation, validly existing and in good standing under the laws of the State of South Carolina Delaware and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement. (b) The agreements with the County with respect to the FILOT and the Multi- County Park have been instrumental in inducing the Company to locate the Project within the County and the State. (c) No actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement. (d) For the Project, the Company hereby commits to satisfy, or cause the satisfaction of, the an Investment Requirement of One Hundred Thirty-One Million Dollars ($131,000,000.00) (without regard to depreciation) in land improvements, buildings, and other real property, and in machinery, equipment, and other personal property at the Project by the end of the Investment Period. The Investment Requirement investment amount shall not include any amount paid by the Company, or any Company Affiliate for real estate improvements placed in service on the Land land existing as of the date of this Agreement. The Company agrees to satisfy, or cause the satisfaction of, and maintain, or cause the maintenance of, the Real Property Investment throughout the entire term of the FILOT. (e) If the Company fails to meet, or cause to be met by the Controlled Group, meet the Investment Requirement, then this the Fee Agreement shall terminate and the Company and any other Company Affiliate shall repay the benefits received for any of the previous years constituting the Investment Period as if the Investment Requirement was not met. (f) The income tax year of the Company, and accordingly the property tax year, for federal income tax purposes is December 31.. [CONFIRM] (g) No event has occurred and no condition currently exists with respect to the Company, which would constitute a default hereunder Default or an “Event of Default” as defined herein. (h) [The Company intends for to operate the Project to serve one or more existing facilities in the Countyas a manufacturing facility, and to serve for such other purposes permitted under the Act as the Company it may deem appropriate.] . The Project constitutes a “project” and “economic development property” as provided under the Act.

Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) The Company is a limited liability company corporation, validly existing and in good standing under the laws of the State of South Carolina Massachusetts and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement. (b) The agreements with the County with respect to the FILOT and the Multi- County Park other incentives provided hereunder have been instrumental in inducing the Company to locate its portion of the Project within the County and the State. (c) No Except as otherwise disclosed to the County, no actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement. (d) For the Project, the Company hereby commits to satisfyusing its best efforts to invest, or cause the satisfaction ofcollectively with any Co-Investors, the Investment Requirement at least Two Million Five Hundred Thousand Dollars ($2,500,000.00) in Economic Development Property by the end of the Investment Period. The Investment Requirement Investments made by Co-Investors in Economic Development Property shall not include any amount paid by be included in the Company, or any determination whether the Company Affiliate for real estate improvements placed has fulfilled its commitment made in service on this item to invest in the Land as of the date of this Agreement. The Company agrees to satisfy, or cause the satisfaction of, and maintain, or cause the maintenance of, the Real Property Investment throughout the entire term of the FILOTProject. (e) If the Company fails to meet, or cause to be met by the Controlled Group, the Investment Requirement, then this Agreement shall terminate and the Company and any other Company Affiliate shall repay the benefits received for any of the previous years constituting the Investment Period as if the Investment Requirement was not met. (f) The income tax year of the Company, and accordingly the property tax yearProperty Tax Year, for federal income tax purposes is a 52/53 week fiscal year ending on the last business day of December 31each year. (gf) No To the Company’s knowledge, no event has occurred and no condition currently exists with respect to the Company, which would constitute a default hereunder or an “Event of Default” Default as defined herein. (h) [. ARTICLE III UNDERTAKINGS OF THE COUNTY Section 3.01. Agreement to Accept FILOT Payments. The Company intends for County hereby agrees 5.01 hereof in lieu of ad valorem taxes with respect to the Project until this Agreement expires or is sooner terminated. The County hereby acknowledges and agrees that, pursuant to serve one or more existing facilities in the County, and to serve such other purposes permitted under the Act as the Company may deem appropriate.] The Project constitutes a “project” and “economic development property” as provided under Section 12- 43-220(d)(6) of the Act, no Economic Development Property shall be subject to rollback taxes.

Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) The Company is a limited liability company corporation validly existing and in good standing under the laws of the State of South Carolina Georgia and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement. (b) The agreements with the County with respect to the FILOT FILOT, the Special Source Revenue Credits, and the Multi- Multi-County Park have been instrumental in inducing the Company to locate the Project within the County and the State. (c) No actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement. (d) For the Project, the Company hereby commits to satisfy, or cause the satisfaction of, the Investment Requirement by the end of the Investment Compliance Period. The Investment Requirement shall not include any amount paid by the Company, or any Company Affiliate for real estate improvements placed in service on the Land as of the date of this Agreement. The Company agrees to satisfy, or cause the satisfaction of, and maintain, or cause the maintenance of, the Real Property Investment throughout the entire term of the FILOTFILOT (without regard to depreciation or other diminution in value). (e) If the Company fails to meet, or cause to be met by the Controlled Group, the Investment Requirement, then this Agreement shall terminate and the Company and any other Company Affiliate member of the Controlled Group shall repay the any Negotiated FILOT or Special Source Revenue Credit benefits actually received for any of the previous years constituting the Investment Compliance Period as if the Investment Requirement was not met. (f) The income tax year of the Company, and accordingly the property tax year, for federal income tax purposes is December 31. (g) No event has occurred and no condition currently exists with respect to the Company, which would constitute a default hereunder or an “Event of Default” as defined herein. (h) [The Company intends for to operate, or cause the operation of, the Project to serve one or more existing as facilities in the County, for specialized data center and to serve related activities and for such other purposes permitted under the Act as the Company it may deem appropriate.] . The Project constitutes a “project” and “economic development property” as provided under the Act.

Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) The Company is a limited liability company , validly existing and in good standing under the laws of the State of South Carolina and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement. (b) The agreements with the County Counties with respect to the FILOT and the Multi- County Park other incentives provided hereunder have been instrumental in inducing the Company to locate its portion of the Project within the County Counties and the State. (c) No Except as otherwise disclosed to the Counties, no actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement. (d) For the Project, the Company hereby commits to satisfyusing its best efforts to invest, or cause the satisfaction ofcollectively with any Co-Investors, the Investment Requirement at least Five Million Dollars ($5,000,000.00) in Economic Development Property by the end of the Investment Period. The Investment Requirement Investments made by Co-Investors in Economic Development Property shall not include any amount paid by be included in the Company, or any determination whether the Company Affiliate for real estate improvements placed has fulfilled its commitment made in service on this item to invest in the Land as of the date of this Agreement. The Company agrees to satisfy, or cause the satisfaction of, and maintain, or cause the maintenance of, the Real Property Investment throughout the entire term of the FILOTProject. (e) If the Company fails to meet, or cause to be met by the Controlled Group, the Investment Requirement, then this Agreement shall terminate and the Company and any other Company Affiliate shall repay the benefits received for any of the previous years constituting the Investment Period as if the Investment Requirement was not met. (f) The income tax year of the Company, and accordingly the property tax yearProperty Tax Year, for federal income tax purposes is a 52/53 week fiscal year ending on December 3131 of each year. (gf) No To the Company’s knowledge, no event has occurred and no condition currently exists with respect to the Company, Company which would constitute a default hereunder or an “Event of Default” Default as defined herein. (h) [The Company intends for . ARTICLE III UNDERTAKINGS OF THE COUNTY 5.01 hereof in lieu of ad valorem taxes with respect to the Project until this Agreement expires or is sooner terminated. Each County hereby acknowledges and agrees that, pursuant to serve one or more existing facilities in the County, and to serve such other purposes permitted under the Act as the Company may deem appropriate.] The Project constitutes a “project” and “economic development property” as provided under Section 12- 43-220(d)(6) of the Act, no Economic Development Property shall be subject to rollback taxes.