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

Representations and Warranties of the County. The County represents and warrants to ECSC and StadCo, as of the Effective Date, that: 21.2.1 the County is a municipal corporation duly organized and existing under New York law; 21.2.2 the County has all requisite municipal power and authority to execute, deliver and perform its obligations under this Stadium Lease; 21.2.3 this Stadium Lease has been duly authorized, executed and delivered by the County and constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, except to the extent enforceability is limited by bankruptcy, reorganization and other similar laws affecting the rights of creditors generally and by general principles of equity; 21.2.4 the County has obtained all authorizations, consents or approvals required for the execution, delivery and performance by it of this Stadium Lease without any further legislative action; 21.2.5 to the best of its knowledge, the execution, delivery, and performance of this Stadium Lease by the County does not conflict with, nor will it result in a breach or violation of (with or without due notice and/or lapse of time, or both), any of the terms, conditions or provisions of (i) any Applicable Law, (ii) any order of any Governmental Authority or (iii) any charter document, indenture, mortgage, material contract or other material agreement or instrument to which the County is a party or by which the County or its properties is bound; 21.2.6 There are no Proceedings pending, or to the best knowledge of the County threatened, against or affecting it or the Project, which, if adversely determined, would impair the ability of the County to perform its obligations under this Stadium Lease, and it is not in default with respect to any judgment, decision, order, writ, injunction, decree or demand of any Governmental Authority related to the Stadium Complex; and 21.2.7 County is the fee owner of the Existing Stadium Facility and the New Stadium Land.

Representations and Warranties of the County. The County represents represents, warrants and warrants to ECSC and StadCo, as of agrees with the Effective Date, Lender that: 21.2.1 the County is a municipal corporation duly organized and existing under New York law; 21.2.2 (a) the County has all requisite municipal the power and authority to executeconsummate all transactions contemplated by, deliver and perform its obligations under this Stadium Leaseand as contemplated by, the Documents; 21.2.3 this Stadium Lease has been duly authorized(b) the adoption of the resolution authorizing the Documents and the execution and delivery of the Documents and compliance with the provisions thereof, executed under the circumstances contemplated hereby and delivered thereby, do not and will not (1) violate the Constitution or laws of the Commonwealth of Virginia, or any other existing law, rule, regulation, order, writ, judgment, injunction, decree, or determination of any court, regulatory agency or other governmental unit by which the County and constitutes the legalis bound, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, except to the extent enforceability is limited by bankruptcy, reorganization and other similar laws affecting the rights of creditors generally and by general principles of equity; 21.2.4 the County has obtained all authorizations, consents or approvals required for the execution, delivery and performance by it of this Stadium Lease without any further legislative action; 21.2.5 to the best of its knowledge, the execution, delivery, and performance of this Stadium Lease by the County does not (2) conflict with, nor will it result in a breach or violation of (with or without due notice and/or lapse of timeof, or both)constitute a default under, any existing resolution, ordinance, indenture of the terms, conditions trust or provisions of (i) any Applicable Law, (ii) any order of any Governmental Authority or (iii) any charter document, indenture, mortgage, material contract loan or credit agreement, or any other material existing agreement or instrument to which the County is a party or by which the County or its properties is may be bound; 21.2.6 There are no Proceedings pending(c) the County has duly authorized, or executed and delivered, and approved the performance by the County of its obligations contained in the Documents; (d) prior to the best Closing, all approvals, consents and orders, if any, of any governmental authority, board, agency or commission having jurisdiction over the County or the Projects which would constitute a condition precedent to the performance by the County of its obligations hereunder and under the other Documents have been obtained; (e) no suit, action, proceeding or investigation is pending nor, to the knowledge of the County threatenedCounty, threatened against or affecting it any of the Authority’s or the ProjectCounty’s properties, or against or affecting the Authority or the County, before any court or governmental department, commission, board, bureau, agency or instrumentality which involves or would materially affect any of the transactions contemplated hereby or by the other Documents, or which, if determined adversely, could have a material adverse effect on (i) the organization or existence of the County, (ii) the execution and delivery by the County of the Documents, (iii) the performance by the County of its obligations under the Documents, (iv) the validity or enforceability of the Documents, the Bond or the transactions contemplated thereby, (v) the title or authority of any Authority or County officials executing the Documents, the Bond or other documents relating to the transactions contemplated thereby, (vi) any authority or proceeding relating to the execution and delivery of the Documents or the Bond on behalf of the Authority or the County or (vii) that will materially or adversely determinedaffect the County's financial condition or ability to operate; (f) no set of facts exists that, either immediately upon execution and delivery of any of the Documents or with the passage of time or giving of notice, or both, thereafter, would impair cause or lead to a default or Event of Default under any of such Documents; (g) as of the ability Closing, the County will have complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing other than those specified hereunder which have been waived by the Lender; (h) the County has not created or suffered to be created or agreed to create or suffer to be created any lien, encumbrance or charge upon the revenues and funds, including but not limited to, the Basic Rent under the Lease except the pledge, lien and charge for the security of the Bond; and (i) the representations and agreements of the County to perform its obligations under this Stadium Lease, herein will be true and it is not correct in default with respect to any judgment, decision, order, writ, injunction, decree or demand of any Governmental Authority related to the Stadium Complex; and 21.2.7 County is the fee owner all material respects as of the Existing Stadium Facility and the New Stadium LandClosing.

Representations and Warranties of the County. The County represents and warrants to the ECSC and StadCo, as of the Effective Date, Bills that: 21.2.1 (a) the County is a municipal corporation duly organized and existing under New York law; 21.2.2 (b) the County has all requisite municipal power and authority to execute, deliver and perform its obligations under this the Stadium LeaseAgreements; 21.2.3 this (c) the Stadium Lease has Agreements have been duly authorized, executed and delivered by the County and constitutes constitute the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, except to the extent enforceability is limited by bankruptcy, reorganization and other similar laws affecting the rights of creditors generally and by general principles of equity; 21.2.4 (d) the County has obtained all authorizations, consents or approvals required for the execution, delivery and performance by it of this the Stadium Lease Agreements without any further legislative action; 21.2.5 (e) to the best of its knowledge, the execution, delivery, and performance of this the Stadium Lease Agreements by the County does do not conflict with, nor will it they result in a breach or violation of (with or without due notice and/or lapse of time, or both), any of the terms, conditions or provisions of (i) any Applicable Law, (ii) any order of any Governmental Authority or (iii) any charter document, indenture, mortgage, material contract or other material agreement or instrument to which the County is a party or by which the County or its properties is bound; 21.2.6 (f) the County may, in compliance with Applicable Law, lease the Stadium Complex to the ECSC pursuant to the terms of the 2013 Master Lease; and (g) There are no Proceedings actions, suits or proceedings pending, or to the best knowledge of the County threatened, against or affecting it or the Project, which, if adversely determined, would impair the ability of the County to perform its obligations under this the Stadium LeaseAgreements, and it is not in default with respect to any judgment, decision, order, writ, injunction, decree or demand of any Governmental Authority related to the Stadium Complex; and 21.2.7 County is the fee owner of the Existing Stadium Facility and the New Stadium Land.