Common use of Representations and Warranties of the County Clause in Contracts

Representations and Warranties of the County. The County makes the following representations and warranties to the Company and covenants with the Company as follows: (a) The County is a body politic and corporate and a political subdivision of the State and is authorized and empowered by the Act to execute the Documents to which it is a party and to fulfill its obligations described in the Documents. By proper action, the County Council has duly authorized the execution and delivery of the Documents to which the County is a party and has taken all such action as is necessary to permit the County to enter into and fully perform the transactions required of it under the Documents. (b) Neither the execution and delivery of the Documents, nor the consummation and performance of the transactions described in the Documents, violate, conflict with or will result in a breach of any of the material terms, conditions or provisions of any agreement, restriction, law, rule, order or regulation to which the County is now a party or by which it is bound. (c) There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency, public board or body, pending or threatened, against or affecting the County, wherein an unfavorable decision, ruling or finding may or would materially affect the County’s obligations hereunder or the consummation of the transactions described in the Documents. (d) Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded. (e) All consents, authorizations and approvals required on the part of the County, State and all other Applicable Governmental Bodies in connection with the execution, delivery and performance by the County of such of the Documents as require execution, delivery and performance by the County have been obtained and remain in full force and effect as of the date hereof or will be obtained. (f) The Project constitutes a “project” within the meaning of the Act. (g) By due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of property comprising the Project shall be considered economic development property under the Act. (h) The Documents to which the County is a party are (or, when executed, will be) legal, valid and binding obligations of the County enforceable against the County under present law in accordance with their respective terms, except as such terms may be limited by laws affecting creditors’ rights generally.

Representations and Warranties of the County. The County makes the following representations and warranties to the Company and covenants with the Company as follows: (a) The County is a body politic and corporate and a political subdivision of the State and is authorized and empowered by the Act to execute the Documents to which it is a party and to fulfill its obligations described in the Documents. By proper action, the County Council has duly authorized the execution and delivery of the Documents to which the County is a party and has taken all such action as is necessary to permit the County to enter into and fully perform the transactions required of it under the Documents. (b) Neither the execution and delivery of the Documents, nor the consummation and performance of the transactions described in the Documents, violate, conflict with or will result in a breach of any of the material terms, conditions or provisions of any agreement, restriction, law, rule, order or regulation to which the County is now a party or by which it is bound. (c) There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency, public board or body, pending or threatened, against or affecting the County, wherein an unfavorable decision, ruling or finding may or would materially adversely affect the County’s obligations hereunder or the consummation of the transactions described in the Documents. (d) Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none None of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded. (e) All consents, authorizations and approvals required on the part of the County, State and all other Applicable Governmental Bodies County in connection with the execution, delivery and performance by the County of such of the Documents as require execution, delivery and performance by the County have been obtained and remain in full force and effect as of the date hereof or will be obtained. (f) The Based on information provided by the Company, the Project constitutes a “project” within the meaning of the Act. (g) By due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of real and tangible personal property comprising the Project shall be considered economic development property under the Act. (h) The Documents to which the County is a party are (or, when executed, will be) legal, valid and binding obligations of the County enforceable against the County under present law in accordance with their respective terms, except as such terms may be limited by laws affecting creditors’ rights generally.

Representations and Warranties of the County. The County makes the following representations and warranties to the Company and covenants with the Company as follows: (a) The County is a body politic and corporate and a political subdivision of the State and is authorized and empowered by the Act to execute the Documents to which it is a party and to fulfill its obligations described in the Documents. By proper action, the County Council has duly authorized the execution and delivery of the Documents to which the County is a party and has taken all such action as is necessary to permit the County to enter into and fully perform the transactions required of it under the Documents. (b) Neither To the best of the County’s knowledge, neither the execution and delivery of the Documents, nor the consummation and performance of the transactions described in the Documents, violate, conflict with or will result in a breach of any of the material terms, conditions or provisions of any agreement, restriction, law, rule, order or regulation to which the County is now a party or by which it is bound. (c) There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency, public board or body, pending or threatened, against or affecting the County, wherein an unfavorable decision, ruling or finding may or would materially affect the County’s obligations hereunder or the consummation of the transactions described in the Documents. (d) Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded. (ed) All consents, authorizations and approvals required on the part of the County, the State and all other Applicable Governmental Bodies in connection with the execution, delivery and performance by the County of such of the Documents as require execution, delivery and performance by the County have been obtained and remain in full force and effect as of the date hereof or will be obtained. (fe) The Project constitutes a “project” within To the meaning best of the Act. (g) By due corporate actionCounty’s knowledge, the County has agreed that, subject to compliance with applicable laws, each item of property comprising the Project shall be considered economic development property under the Act. (h) The Documents to which the County is a party are (or, when executed, will be) legal, valid and binding obligations of the County enforceable under present law against the County under present law in accordance with their respective terms, except as such terms may be limited by laws affecting creditors’ ' rights generally. (f) The County agrees that, subject to compliance with applicable laws, to the extent such property constitutes or qualifies as economic development property under the Act and based on the representations of the Company, each item of property comprising the Project shall be considered economic development property under the Act.

Representations and Warranties of the County. The County makes the following representations and warranties to the Company and covenants with the Company as follows: (a) The County is a body politic and corporate and a political subdivision of the State and is authorized and empowered by the Act to execute the Documents to which it is a party and to fulfill its obligations described in the Documents. By proper action, the County Council has duly authorized the execution and delivery of the Documents to which the County is a party and has taken all such action as is necessary to permit the County to enter into and fully perform the transactions required of it under the Documents. (b) Neither the execution and delivery of the Documents, nor the consummation and performance of the transactions described in the Documents, violate, conflict with or will result in a breach of any of the material terms, conditions or provisions of any agreement, restriction, law, rule, order or regulation to which the County is now a party or by which it is bound. (c) There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency, public board or body, pending or threatened, against or affecting the County, wherein an unfavorable decision, ruling or finding may or would materially adversely affect the validity or enforceability of the Documents, the County’s obligations hereunder hereunder, or the consummation of the transactions described in the Documents. (d) Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded. (e) All consents, authorizations and approvals required on the part of the County, State and all other Applicable Governmental Bodies in connection with the execution, delivery and performance by the County of such of the Documents as require execution, delivery and performance by the County have been obtained and remain in full force and effect as of the date hereof or will be obtained. (f) The Project constitutes a “project” within the meaning of the Act. (g) By due corporate action, the County has agreed that, subject to compliance with applicable lawsprovisions of the Fee Act, each item of real and personal property comprising the Project shall be considered economic development property under the ActEconomic Development Property. (h) The Documents to which the County is a party are (or, when executed, will be) legal, valid and binding obligations of the County enforceable against the County under present law in accordance with their respective terms, except as such terms may be limited by laws affecting creditors’ rights generally.

Representations and Warranties of the County. The County hereby makes the following representations and warranties to and for the Company and covenants with benefit of the Company as followsParties: (aA) The County is a body politic and corporate and a political subdivision of the State of Maryland duly organized and is authorized validly existing under the Constitution and empowered by laws of the Act State of Maryland, with full legal right, power and authority to execute the Documents to which it is a party enter into and to fulfill perform its obligations described in the Documents. By proper action, the under this MOU. (B) The County Council has duly authorized the execution of this MOU and delivery this MOU has been duly and validly executed and delivered by the County and constitutes a legal, valid and binding obligation of the Documents County, enforceable against the County in accordance with its terms. (C) Neither the execution or delivery by the County of this MOU, nor the performance by the County of its obligations in connection with the transactions contemplated hereby, or the fulfillment by the County of the terms or conditions of this MOU conflicts with, violates or results in a breach of any Applicable Laws or any term or condition of any judgment or decree, or any agreement or instrument, to which the County is a party and has taken all such action as is necessary to permit or by which the County to enter into and fully perform the transactions required or any of it under the Documentsits properties or assets are bound, or constitutes a default thereunder. (bD) Neither No approval, authorization, order or consent of, or declaration, registration or filing with, any Governmental Authority is required for the valid execution and delivery of this MOU by the DocumentsCounty, nor the consummation and performance of the transactions described in the Documents, violate, conflict with except such as have been duly obtained or will result in a breach of any of the material terms, conditions or provisions of any agreement, restriction, law, rule, order or regulation to which the County is now a party or by which it is boundmade. (cE) There is no action, suit, suit or proceeding, inquiry or investigation at law or in equity equity, before or by any judicial or administrative court or agency, public board or bodyGovernmental Authority, pending or or, to the best of the County’s knowledge, threatened, against or affecting the County, wherein an unfavorable decision, ruling or finding may or would materially adversely affect the County’s obligations hereunder or the consummation of the transactions described in the Documents. (d) Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded. (e) All consents, authorizations and approvals required on the part of the County, State and all other Applicable Governmental Bodies in connection with the execution, delivery and performance by the County of such its obligations hereunder or in connection with the transactions contemplated hereby, or which, in any way, would adversely affect the validity or enforceability of the Documents as require executionthis MOU, delivery and performance or any other agreement or instrument entered into by the County have been obtained and remain in full force and effect as of connection with the date hereof or will be obtainedtransactions contemplated hereby. (fF) The Project constitutes a “project” within the meaning County’s Director of the Act. (g) By due corporate action, Department of Public Works will issue a notice to proceed to the County has agreed that, subject to compliance with applicable laws, each item Authority upon the full execution of property comprising this MOU and the Project shall be considered economic development property under the ActAgreements. (h) The Documents to which the County is a party are (or, when executed, will be) legal, valid and binding obligations of the County enforceable against the County under present law in accordance with their respective terms, except as such terms may be limited by laws affecting creditors’ rights generally.

Representations and Warranties of the County. The County makes the following representations and warranties to the Company and covenants with the Company as follows: (a) The County is a body politic and corporate and a political subdivision of the State and is authorized and empowered by the Act to execute the Documents to which it is a party and to fulfill its obligations described in the Documents. By proper action, the County Council has duly authorized the execution and delivery of the Documents to which the County is a party and has taken all such action as is necessary to permit the County to enter into and fully perform the transactions required of it under the Documents. (b) Neither the execution and delivery of the Documents, nor the consummation and performance of the transactions described in the Documents, violate, conflict with or will result in a breach of any of the material terms, conditions or provisions of any agreement, restriction, law, rule, order or regulation to which the County is now a party or by which it is bound. (c) There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency, public board or body, pending or threatened, against or affecting the County, wherein an unfavorable decision, ruling or finding may or would materially adversely affect the validity or enforceability of the Documents, the County’s obligations hereunder hereunder, or the consummation of the transactions described in the Documents. (d) Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded. (e) All consents, authorizations and approvals required on the part of the County, State and all other Applicable Governmental Bodies County in connection with the execution, delivery and performance by the County of such of the Documents as require execution, delivery and performance by the County have been obtained and remain in full force and effect as of the date hereof or will be obtained. (f) The Project constitutes a “project” within the meaning of the Act. (g) By due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of property comprising the Project shall be considered economic development property under the Act. (h) The Documents to which the County is a party are (or, when executed, will be) legal, valid and binding obligations of the County enforceable against the County under present law in accordance with their respective terms, except as such terms may be limited by laws affecting creditors’ rights generally. (g) It has no actual knowledge of any facts that would cause it to suspect that any present or past use of the Site or any adjacent property has caused, or might have created unusual risks of causing, contamination of the Site in violation of any federal or state environmental laws or regulations, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the South Carolina Pollution Control Act, South Carolina underground storage tank provisions and regulations, and any amendments thereto or regulations issued pursuant to such statutes.

Representations and Warranties of the County. ‌ The County makes represents and warrants to the Utility that as of the Effective Date each of the following representations and warranties to the Company and covenants with the Company as followsstatements is accurate: (a) The County is a body politic municipal corporation incorporated pursuant to the Municipal Government Act;‌ (b) the County has full power and corporate capacity to enter into, carry out the transactions contemplated by and a political subdivision of the State duly observe and is authorized perform all its obligations contained in this Agreement and empowered all documents, instruments and agreements required to be executed and delivered by the Act County pursuant to execute the Documents to which it is a party and to fulfill its obligations described in the Documents. By proper action, the County Council has duly authorized this Agreement; (c) the execution and delivery of the Documents this Agreement and all documents, instruments and agreements required to which be executed and delivered by the County is pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the County, and this Agreement has been duly executed and delivered by the County and constitutes a legal, valid and binding obligation of the County enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court; (d) all required third party consents to the execution by the County of, and has taken all such action as is necessary performance of its obligations under, this Agreement have been received; (e) to permit the extent that the County Has Knowledge, there are no current, pending or threatened actions, claims, demands, lawsuits, assessments, arbitrations, judgments, awards, decrees, orders, injunctions, prosecutions or other proceedings, of, by, against or relating to the County or the County which could have a material adverse effect on the ability of the County to enter into perform its obligations under this Agreement and fully perform the transactions required County does not Have Knowledge of it under the Documents.any basis for any such action, claim, demand, lawsuit, assessment, arbitration, judgment, award, decree, order, injunction, prosecution or other proceeding; (bf) Neither the execution entering into of this Agreement by the County does not, and delivery of the Documents, nor performance by the consummation and performance County of the transactions described in the Documents, violate, conflict with or contemplated hereby will not: (i) result in a breach of any applicable Laws or any provision of the material termsconstating documents of the County or any agreement to which it is a party; or DRAFT (ii) contravene any provision of, conditions or provisions be an event that is (or with the passage of time will result in) a contravention of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation of the County under any security interest, agreement, restrictioninstrument, laworder, rulearbitration award, order judgment, injunction or regulation decree to which the County is now a party or by which it is bound. (c) There is no action, suitor conflict with any statute, proceeding, inquiry rule or investigation at law or in equity before or by any judicial or administrative court or agency, public board or body, pending or threatened, against or affecting regulation applicable to the County, wherein an unfavorable decision, ruling or finding may or would materially affect the County’s obligations hereunder or the consummation of the transactions described in the Documents. (d) Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded. (e) All consents, authorizations and approvals required on the part of the County, State and all other Applicable Governmental Bodies in connection with the execution, delivery and performance by the County of such of the Documents as require execution, delivery and performance by the County have been obtained and remain in full force and effect as of the date hereof or will be obtained. (f) The Project constitutes a “project” within the meaning of the Act.; and (g) By due corporate actionto the extent the County Has Knowledge, the County County, has agreed thatcomplied in all material respects with all applicable Laws and has not been, and is not now, subject to compliance with applicable lawsany fines, each item of property comprising penalties, injunctive relief or any other civil or criminal liabilities which, in the Project shall be considered economic development property under aggregate, have or are reasonably likely to have a material adverse effect on the ActCounty. (h) The Documents to which the County is a party are (or, when executed, will be) legal, valid and binding obligations of the County enforceable against the County under present law in accordance with their respective terms, except as such terms may be limited by laws affecting creditors’ rights generally.

Representations and Warranties of the County. The County makes the following representations and warranties to the Company and covenants with the Company as follows: (a) The County is a body politic and corporate and a political subdivision of the State and is authorized and empowered by the Act to execute the Documents to which it is a party and to fulfill its obligations described in the Documentsthis Agreement. By proper action, the County Council has duly authorized the execution and delivery of the Documents to which the County is a party and has taken all such action as is necessary to permit the County to enter into and fully perform the transactions required of it under the Documents. (b) Neither the execution and delivery of the Documents, nor the consummation and performance of the transactions described in the Documents, violate, conflict with or will result in a breach of any of the material terms, conditions or provisions of any agreement, restriction, law, rule, order or regulation to which the County is now a party or by which it is bound. (c) There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency, public board or body, pending or threatened, against or affecting the County, wherein an unfavorable decision, ruling or finding may or would materially adversely affect the validity or enforceability of the Documents, the County’s obligations hereunder hereunder, or the consummation of the transactions described in the Documents. (d) Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded. (e) All consents, authorizations and approvals required on the part of the County, State and all other Applicable Governmental Bodies County in connection with the execution, delivery and performance by the County of such of the Documents as require execution, delivery and performance by the County have been obtained and remain in full force and effect as of the date hereof or will be obtained. (f) The Project constitutes a “project” within the meaning of the Act. (g) By due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of property comprising the Project shall be considered economic development property under the Act. (h) The Documents to which the County is a party are (or, when executed, will be) legal, valid and binding obligations of the County enforceable against the County under present law in accordance with their respective terms, except as such terms may be limited by laws affecting creditors’ rights generally.

Representations and Warranties of the County. The County makes the following representations represents and warranties warrants to the Company and covenants with the Company Casella as follows: (a) The County is a body politic county in the State of New York with full legal right, power and corporate authority to enter into and to fully and timely perform its obligations under this Agreement. (b) The County is duly authorized to execute and deliver this Agreement and this Agreement constitutes a political subdivision legal, valid binding obligation of the State County and is authorized and empowered enforceable against the County in accordance with its terms. (c) Neither the execution or the delivery by the Act to execute County of this Agreement nor the Documents to which it is a party and to fulfill performance by the County of its obligations described in connection with the Documents. By proper action, transactions contemplated hereby or the County Council has duly authorized the execution and delivery fulfillment by it of the Documents terms and conditions hereof conflicts with, violates or results in a breach of any constitution, law or governmental regulation applicable to it or materially conflict with, violates or results in a breach of any term or condition of any order, judgment or decree or any agreement or instrument to which the County is a party and has taken all such action as is necessary to permit or by which the County to enter into and fully perform the transactions required or by any of it under the Documentsits properties or personal property are bound or constitutes a default. (bd) Neither No approval, authorization, order, consent, declaration, bid, registration or filing with any federal, state or local governmental authority or referendum of voters which has not been obtained is required for the valid execution and delivery of the Documents, nor the consummation and performance of the transactions described in the Documents, violate, conflict with or will result in a breach of any of the material terms, conditions or provisions of any agreement, restriction, law, rule, order or regulation to which by the County is now a party of this Agreement or the performance by which it is boundthe County of its obligations hereunder. (ce) There is no action, suit, proceeding, inquiry suit or investigation proceeding at law or in equity inequity before or by any judicial Court or administrative court or agency, public board or body, governmental authority pending or threatened, threatened against or affecting the County, wherein County in which an unfavorable decision, ruling or finding may or would materially adversely affect the County’s obligations hereunder or the consummation of the transactions described in the Documents. (d) Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded. (e) All consents, authorizations and approvals required on the part of the County, State and all other Applicable Governmental Bodies in connection with the execution, delivery and performance by the County of such its obligations hereunder or other transaction contemplated hereby or that in any way would materially adversely affect the validity and enforceability of the Documents as require execution, delivery and performance by the County have been obtained and remain in full force and effect as of the date hereof or will be obtainedthis Agreement. (f) The Project constitutes a “project” within permits supplied by the meaning County to Casella for Phase I have not been suspended, revoked or materially effected by any court, governmental authority, regulatory ruling or regulatory advisement, and the County knows of no fact under which the Actcapacity of Phase I would be limited or restricted. (g) By due corporate actionThe County knows of no facts which would prevent, limit or restrict the County has agreed thatgranting of permits for Phase II, subject to compliance with applicable laws, each item III at the Anticipated Capacities and Annual Capacity from the New York State Department of property comprising Environmental Conservation or would limit the Project shall be considered economic development property under the Actanticipated capacity of those Phases. (h) The Documents There are no contracts or agreements whereby any person, firm or entity has any right over the Facilities. (i) Annexed hereto as Exhibit "6" are full and complete permits which have been issued relative to which those portions of the Facilities requiring such permits. All permits are in full force and effect and the County knows of no facts which would affect the validity and continued operation of the Facilities subject of these permits. The permits have not been suspended, revoked or affected by any court, governmental authority, regulatory rule or regulatory advisement and the County knows of no facts which might adversely affect these permits. (j) The Labor Agreement annexed hereto as Exhibit "5" is the sole union contract effecting personnel subject of this Agreement. (k) There are no pending or threatened labor disputes, disturbances, litigation, events or conditions (and to the best of the County's knowledge no basis for same) involving the County and its employees relative to personnel presently performing functions at the Facilities. There are no pending demands for collective bargaining and no proceedings are pending before the Public Employees Relations Board or any other such body having jurisdiction. The County has not committed an unfair labor practice and is not a party are to any collective bargaining agreement related to the Facilities other than set forth in Exhibit "5". (or, when executed, will bel) legal, valid and binding obligations The County covenants: (i) None of the County enforceable against constructed buildings, structures and improvements subject to this Agreement encroach on adjoining real estate. (ii) All constructed buildings, structures and improvements are located and constructed in conformance with all setback lines, easements and other restructures or rights of records where it has been established by the applicable zoning or building ordinance or were in place prior to the institution of such restrictions. (iii) The improvements located on the Property are not the subject of any official complaint or notice of violation of any applicable zoning ordinance, use ordinance, building code, certificate of occupancy or similar rule, regulation or permit and no such violation is known to exist. (m) None of the Facilities are subject to a security interest, mortgage, deed of trust, lien, encumbrance or similar interest which would prevent the culmination of this Agreement and the County under present law in accordance with their respective terms, owns fee simple good insurable title to the Property except as such terms may is set forth in Schedule "K". (n) None of the representations or warranties made by the County herein and in the exhibits hereto and other information and material delivered by the County to Casella contains any untrue statement of material fact or omits any material fact necessary in order to make the statements contained herein and therein not misleading. (o) All reports and returns, whether to the New York State Department of Environmental Conservation or other agency, regarding the Facilities required to be limited by laws affecting creditors’ rights generallyfiled with any governmental agency to date (federal, state or local) have been filed. Except as disclosed to Casella in the consent order annexed hereto as Exhibit "2", the County has no notice of any claim, violation of any applicable federal, state, county and local law, ordinance or regulation, including those applicable to discrimination in employment, pollution of the environment and occupational safety and health. In particular the County has filed all of the required notifications with the United States Environmental Protection Agency and the New York State Department of Environmental Conservation.

Representations and Warranties of the County. The County makes the following representations and warranties to the Company and covenants with the Company as follows: (a) : The County is a body politic and corporate and a political subdivision of the State and is authorized and empowered by the Act to execute the Documents to which it is a party and to fulfill its obligations described in the Documents. By proper action, the County Council has duly authorized the execution and delivery of the Documents to which the County is a party and has taken all such action as is necessary to permit the County to enter into and fully perform the transactions required of it under the Documents. (b) . Neither the execution and delivery of the Documents, nor the consummation and performance of the transactions described in the Documents, violate, conflict with or will result in a breach of any of the material terms, conditions or provisions of any agreement, restriction, law, rule, order or regulation to which the County is now a party or by which it is bound. (c) . There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency, public board or body, pending or threatened, against or affecting the County, wherein an unfavorable decision, ruling or finding may or would materially adversely affect the County’s obligations hereunder County or the consummation of the transactions described in the Documents. (d) . Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded. (e) . All consents, authorizations and approvals required on the part of the County, the State and all other Applicable Governmental Bodies in connection with the execution, delivery and performance by the County of such of the Documents as require execution, delivery and performance by the County have been obtained and remain in full force and effect as of the date hereof or will be obtained. (f) . The Project constitutes a “project” within the meaning of the Act. (g) . By due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of real and tangible personal property comprising the Project shall be considered economic development property under the Act. (h) . The Documents to which the County is a party are (or, when executed, will be) legal, valid and binding obligations of the County enforceable against the County under present law in accordance with their respective terms, except as such terms may be limited by laws affecting creditors’ rights generally.

Representations and Warranties of the County. The County makes the following representations and warranties to the Company and covenants with the Company as follows: (a) The County is a body politic and corporate and a political subdivision of the State and is authorized and empowered by the Act to execute the Documents to which it is a party and to fulfill its obligations described in the Documents. By proper action, the County Council has duly authorized the execution and delivery of the Documents to which the County is a party and has taken all such action as is necessary to permit the County to enter into and fully perform the transactions required of it under the Documents. (b) Neither the execution and delivery of the Documents, nor the consummation and performance of the transactions described in the Documents, violate, conflict with or will result in a breach of any of the material terms, conditions or provisions of any agreement, restriction, statute, law, rule, order or regulation to which the County is now a party or by which it is bound. (c) There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency, public board or body, pending or threatened, against or affecting the County, wherein an unfavorable decision, ruling or finding may or would materially adversely affect the County’s obligations hereunder County or the consummation of the transactions described in the Documents. (d) Neither the existence of the County nor the rights of any members of County Council to their offices is being contested and none of the proceedings taken to authorize the execution, delivery and performance of such of the Documents as require execution, delivery and performance by the County has been repealed, revoked, amended or rescinded. (e) All consents, authorizations and approvals required on the part of the County, the State and all other Applicable Governmental Bodies in connection with the execution, delivery and performance by the County of such of the Documents as require execution, delivery and performance by the County have been obtained and remain in full force and effect as of the date hereof or will be obtained. (f) The Project constitutes a “project” within the meaning of the Act. (g) By due corporate action, the County has agreed that, subject to compliance with applicable laws, each item of property comprising the Project shall be considered economic development property under the Act. (h) The Documents to which the County is a party are (or, when executed, will be) legal, valid and binding obligations of the County enforceable against the County under present law in accordance with their respective terms, except as such terms may be limited by laws affecting creditors’ rights generally.