Representations and Warranties of County. County hereby represents and warrants as follows as of the date of this Agreement and remade as of the Closing:
Representations and Warranties of County. The County hereby makes the following representations and warranties to and for the benefit of the Contractor:
(a) The County is a political subdivision of the State of Washington duly organized and validly existing under the Constitution and laws of the State of Washington, with full legal right, power and authority to enter into and perform its obligations under this Contract.
(b) The County has duly authorized the execution and delivery of this Contract and this Contract has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of the County enforceable against the County in accordance with its terms.
(c) Neither the execution and delivery by the County of this Contract, the County’s performance of its obligations hereunder nor its fulfillment of the terms or conditions hereof: (i) conflicts with, violates or results in a breach of any Applicable Law; (ii) conflicts with, violates or results in a breach of any term or condition of any judgment, order or decree of any court, administrative agency or other governmental authority, or to the best of the County’s knowledge, any agreement or instrument to which the County is a party or by which the County or any of its properties or assets are bound, or constitutes a default thereunder.
(d) No approval, authorization, license, permit, order or consent of, or declaration, registration or filing with, any governmental or administrative authority, commission, board, agency or instrumentality is required for the valid execution and delivery by the County of this Contract except those that have been duly obtained or made.
(e) There is no action, suit, proceeding or, to the best of the County’s knowledge, investigation, at law or in equity, before or by any court or governmental or administrative authority, commission, board, agency or instrumentality pending or, to the best of the County’s knowledge, threatened, against the County, wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially adversely affect the performance of the County’s obligations hereunder or in connection with the other transactions contemplated hereby or which, in any way, would adversely affect the validity or enforceability of this Contract or any agreement or instrument entered into by the County in connection with the transactions contemplated herein.
Representations and Warranties of County. (A) The County has found that the development permitted by this Agreement is consistent with the County’s Comprehensive Plan and UDO.
(B) The County has approved this Agreement by adoption of Ordinance No. 2021-1769 in accordance with the procedural requirements of the Act, Ordinance No. 663 and any other applicable state law.
(C) The County represents that prior to the final reading of Ordinance No. 2021- 1769 that at least two public hearings were held after publication of the required notice and the publication of a notice of intent to consider a proposed development agreement.
Representations and Warranties of County. The County represents and warrants as follows:
(a) The County is a county and political subdivision duly organized and existing under the laws of the State and its Charter. It has the power under the laws and 011386\000008\2433580.2 its Charter to enter into this Guaranty Agreement and perform its agreements hereunder. It has been authorized to enter into this Guaranty Agreement by all necessary and proper action of the Council of the County. The execution and delivery by it of this Guaranty Agreement and the performance of its obligations under this Guaranty Agreement do not contravene or constitute a default under any agreement, indenture, commitment, provision of its Charter or other requirement of law to which it is a party or by which it is bound.
(b) This Guaranty Agreement is in furtherance of the public purposes of the County and the assumption by the County of its obligations under this Guaranty Agreement will benefit the residents of the County.
(c) The County has authorized, executed and delivered this Guaranty Agreement to the Bank.
Representations and Warranties of County. COUNTY hereby represents and warrants to WAIIAKA as follows:
a. COUNTY is a body corporate and politic, organized and existing under and by virtue of the laws of the State of California; and
b. This Agreement and all documents executed by COUNTY which are to be delivered to WAIIAKA at the Closing are or at the time of Closing:
i. will be duly authorized, executed, and delivered by COUNTY;
ii. will be legal, valid, and binding obligations of COUNTY; and iii will not violate any provisions of any agreement or judicial order to which Seller is a party or to which it is subject.
Representations and Warranties of County. To induce Purchaser to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, County represents and warrants to the best of the knowledge of the County executive (the “County Executive”) and the County commission (the “County Commission”; any reference to the County’s knowledge or awareness herein is a reference to the County Executive and/or County Commission’s knowledge or awareness) to Purchaser, as of the Effective Date and as of the Closing Date, except where specific reference is made to another date or dates, in which case the other date or dates will apply, that:
(a) The information and representations made by the County in the RFP documents, including its addendums, are true and correct in all material respects, are not misleading in any material respect, and does not omit to state a material fact necessary to make the statements contained therein.
(b) To the best of County’s knowledge, there is no fact or condition which materially and adversely affects the business, operations, affairs, properties, or condition of the White County Landfill or the Property, which has not been set forth in this Agreement or in the other documents, certificates or written statements furnished to Purchaser in connection with the transactions contemplated hereby.
(c) To the best of County’s knowledge, the Solid Waste Permits include permitted airspace for Class I solid waste of approximately 26,666 cubic yards and Class III airspace of approximately 278,000 cubic yards.
(d) County has the full right, power, and authority to enter into this Agreement and sell and convey the Property as provided in this Agreement and to carry out County’s obligations hereunder, without the joinder of any other person or entity and all requisite action necessary to authorize County to enter into this Agreement and to carry out its obligations hereunder has been or by the Closing will have been taken. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby is prohibited by, or requires County to obtain any consent, authorization, approval or registration under any law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon County. County is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended, or any regulations promulgated thereunder.
(e) With regard to the White County Landfill...
Representations and Warranties of County. The County represents and warrants, as of the date of this Agreement, that:
(1) it has the full power and authority to execute, deliver and perform its obligations under this Agreement;
(2) it has duly authorized the execution and delivery of this Agreement by its signatories hereto and the performance of its obligations hereunder;
(3) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of the rights of creditors generally and by general principles of equity; and
(4) no County Event of Default has occurred and is continuing, and no fact or event exists that with the passage of time or giving of notice would constitute such a County Event of Default.
Representations and Warranties of County. COUNTY hereby represents and warrants to MCLD that the execution, delivery and performance by COUNTY of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by COUNTY’s Board of Commissioners and no further action is necessary on the part of COUNTY to empower it fully and completely to carry out its obligations hereunder. This Agreement has been duly executed and delivered by COUNTY’s Chair, acting with authority and by resolution of COUNTY’s Board, and is a valid and binding obligation of COUNTY, enforceable against COUNTY in accordance with its terms.
Representations and Warranties of County. 5.1 County represents and warrants that County will use all of the Conservation Funding for the additional necessary expenditures incurred for public health, safety, welfare and conservation in the area of groundwater protection and conservation which would be eligible for Conservation Funding. District’s Exhibit “A” describes the areas allowed for services, programs and assistance. Further, the County’s expenditures:
5.1.1 Are necessary expenditures incurred in order to perform the District Conservation Programs
5.1.2 Were not accounted for in the County budget most recently approved as of September 2021, and
5.1.3 Were incurred during the period that begins on January 1, 2022 and ends on December 31, 2022.
5.2 County represents and warrants that County does not intend to and will not use the Conservation Funding being paid to it to fill shortfalls in County’s revenue to cover expenditures that would not otherwise qualify as an eligible expenditure.
Representations and Warranties of County. County’s representations and warranties in Section 7.1 hereof shall be true and correct as of the Close of Escrow in all material respects. If any one or more of the conditions to Master Developer’s obligations as set forth herein are not either fully performed, satisfied or waived in writing on or before the respective dates designated herein for the satisfaction of such condition, then Master Developer may elect, by written notice to County and Escrow Holder, to terminate this Agreement, each Party shall bear one-half (1/2) of all Escrow cancellation and similar fees (except to the extent expressly provided in this Agreement to the contrary), and the parties shall have no further rights or obligations under this Agreement, except for any obligations that specifically state that they survive any termination of this Agreement. Nothing in this Section shall be construed to limit any of Master Developer’s rights or remedies in the event of a default by County hereunder.
