Representations by the County. The County makes the following representations and covenants as the basis for the undertakings on its part herein contained:
(a) The County is a body politic and corporate and a political subdivision of the State of South Carolina and is authorized and empowered by the provisions of the Act to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action by the County Council, the County has been duly authorized to execute and deliver this Agreement and any and all agreements collateral thereto.
(b) The County proposes to provide the Special Source Credits to reimburse the Company for a portion of the Costs of the Infrastructure for the purpose of promoting economic development of the County.
(c) To the best knowledge of the undersigned representatives of the County, the County is not in violation of any of the provisions of the laws of the State of South Carolina, where any such default would affect the validity or enforceability of this Agreement.
(d) To the best knowledge of the undersigned representatives of the County, the authorization, execution and delivery of this Agreement, the enactment of the Ordinance, and performance of the transactions contemplated hereby and thereby do not and will not, to the best knowledge of the County, conflict with, or result in the violation or breach of, or constitute a default or require any consent under, or create any lien, charge or encumbrance under the provisions of (i) the Constitution of the State or any law, rule, or regulation of any governmental authority, (ii) any agreement to which the County is a party, or (iii) any judgment, order, or decree to which the County is a party or by which it is bound.
(e) To the best knowledge of the undersigned representatives of the County, 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 creation, organization or existence of the County or its governing body or the power of the County 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 the County is a party and which is to be used in connection with or is contemplated by this Agreeme...
Representations by the County. The County represents and warrants as follows:
(a) The County is a duly constituted body politic and corporate and a political subdivision of the State under the provisions of Title 4 of the Code of Laws of South Carolina, 1976, as amended.
(b) The demise and lease of the Real Property to the Corporation, as provided in this Sub- Base Lease, in order to allow the Corporation to provide for the acquisition, construction, renovation and equipping of all or a portion of the Project Facilities and the sale of the Project Facilities by the Corporation to the County pursuant to the Facilities Agreement has been undertaken to enable the County to assist the College in providing public facilities and improvements in the County.
(c) The County Council has full power and authority to enact the Ordinance and the County has full power and authority to enter into the transactions contemplated by the County Agreements and to carry out its obligations hereunder.
(d) Neither the execution and delivery of the County Agreements, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the County is now a party or by which the County is bound.
(e) The County has not made, done, executed or suffered, and warrants that it will not make, do, execute or suffer, any act or thing whereby the County’s interests in the Real Property shall be or may be impaired, changed or encumbered in any manner whatsoever except as permitted by the County Agreements.
(f) The Real Property is free and clear of all liens, encumbrances and restrictions (including, without limitation, leases) other than Permitted Encumbrances.
Representations by the County. The County makes the following representations and warranties as the basis for its covenants herein:
(a) The County is a political subdivision of the State, duly organized and existing under the laws of the State. Under the provisions of the Abatement Act and the Business Subsidy Act, the County has the power to enter into this Agreement and carry out its obligations hereunder.
(b) The County proposes to grant abatement of taxes for the Project, for the purposes of promoting and creating housing opportunities in the County.
Representations by the County. The County makes the following affirmative representations:
(a) The County is a body politic and corporate duly organized and validly existing under the constitution and laws of the State of Maryland, with full legal right, power, and authority to enter into and perform its obligations under this MOU;
(b) The County has duly authorized the execution and delivery of this MOU and this MOU has been duly executed and delivered by the County and constitutes the legal, valid, and binding obligation of the County, enforceable in accordance with its terms, but subject to applicable bankruptcy laws, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and, to the extent that certain remedies require enforcement by a court of equity, such principles of equity as the court having jurisdiction may apply; and
(c) None of the execution and delivery of this MOU, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this MOU conflicts with or results in a breach of any of the terms, conditions, or provisions of any Applicable Law or any agreement or instrument to which the County is now a party or by which it is bound, or constitutes a default under the terms of any of the foregoing.
Representations by the County. The County represents that:
(a) The County is a county and political subdivision duly organized and existing under the laws of the State. The County is authorized by the Act to enter into this Agreement, the Indenture and the Purchase Contract, and to carry out the transactions contemplated hereby and thereby and to carry out its obligations hereunder and thereunder and has duly authorized the execution and delivery of this Agreement, the Indenture and the Purchase Contract.
(b) Consistent with the understanding between the County and the Borrower, the County has loaned the Borrower the proceeds of the Series 2022 Bonds and will loan the Borrower the proceeds of the Series 2022B Bonds, all to provide for the financing of the Taxable Series 2022 Project and the Taxable Series 2022B Project, respectively.
(c) To finance the Costs of the Project, the County will issue the Bonds in one or more series, in an aggregate principal amount not to exceed $160,000,000. The Bonds shall mature, bear interest, be subject to redemption prior to maturity, be secured and have such other terms and conditions as are set forth in the Indenture.
(d) To finance the Costs of the Taxable Series 2022 Project, the County has issued the Series 2022 Bonds in the aggregate principal amount of $135,000,000. To finance the Costs of the Taxable Series 2022B Project, the County will issue the Series 2022B Bonds in the aggregate principal amount of $25,000,000. The Series 2022 Bonds and the Series 2022B Bonds shall mature, bear interest, be subject to redemption prior to maturity, be secured and have such other terms and conditions as are set forth in the Indenture.
(e) The County has taken all necessary action and has complied with all provisions of the law required to make this Agreement a valid and binding limited obligation of the County, except to the extent limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity, or by public policy; as a limited obligation the Series 2022 Bonds and the Series 2022B Bonds shall be payable solely from, and secured by an assignment and pledge by the County to the Trustee of the amounts to be received by the County pursuant to the Loan Agreement and shall never constitute the debt or indebtedness of the County within the meaning of any provision or limitation of the constitution or st...
Representations by the County. The County hereby makes the following representations and warranties to Developer, each of which is true and correct as of the date hereof and, to the extent applicable on each Closing Date, shall be true and correct in all material respects as of each Closing Date:
Representations by the County. The County makes the following representations and covenants as the basis for the undertakings on its part herein contained:
Representations by the County. The County makes the following representations and warranties as the basis for its covenants herein:
(1) The County is a duly organized and existing political subdivision pursuant to the laws of the State of Minnesota and is issuing the Series 2007 Bonds and the General Obligation Bonds to finance the costs of the Project pursuant to the Act and to implement the County’s Tax Abatement Program;
(2) The issuance and sale of the Series 2007 Bonds, the issuance and sale of the General Obligation Bonds, the execution and delivery of this Lease and the Indenture, and the performance of all covenants and agreements of the County contained in this Lease and the Indenture have been duly authorized by a resolution of the governing body of the County adopted at a meeting thereof duly called and held on April 24, 2007, by the affirmative vote of not less than a majority of its members;
(3) There is not pending any suit, action or proceeding against the County before or by any court, arbitrator, administrative agency or other governmental authority which materially and adversely affects the validity, as to the County, of this Lease or the Indenture, any of its obligations hereunder or thereunder or any of the transactions contemplated hereby or thereby;
(4) No public official of the County has either a direct or indirect financial interest in this Lease nor will any public official either directly or indirectly benefit financially from this Lease;
Representations by the County. The County makes the following representations as the basis for the undertakings on its part herein contained:
(a) The County is a political subdivision of the State duly created and existing under the Constitution and laws of the State. Under the provisions of the Act, the County has the power to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. The Project constitutes and will constitute a "project" within the meaning of the Act. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of a compliance with the terms and conditions hereof, conflicts with, or results in a breach of, any of the terms, conditions or provisions of any applicable statute, rule or regulation, restriction or limitation or any agreement, instrument or court or other Governmental order to which the County is now a party or by which it is bound, or constitutes a default under any of the foregoing. By proper corporate action, the County has been duly authorized to execute and delivery this Agreement.
(b) The County has determined that the issuance of the Bonds, the acquisition, construction and installation of the Project and the sale of the Project to the Company is a lawful and valid public purpose in that it will promote the industrial economy of the State, increase opportunities for gainful employment and purchasing power, improve living conditions, and otherwise contribute to the prosperity and welfare of the State and its inhabitants.
(c) Notwithstanding anything herein contained to the contrary, any obligation the County may hereby incur for the payment of money shall not be a general debt on its part but shall be payable solely from proceeds derived from this Agreement, the sale of the Bonds, the condemnation awards as herein described and any other revenues derived from its ownership of the Project.
(d) The County has been induced to enter into this undertaking by the promise of the Company to locate a new industrial facility in the County, which will increase employment opportunities in the County by approximately 100 - 150 jobs.
(e) To accomplish the foregoing, the County proposes to issue $5,800,000 in aggregate principal amount of its Bonds simultaneously with the execution and delivery hereof. The date, denomination, interest rate, maturity schedule, redemption provisions and other pertinent provisions with respect to the Bonds are set forth i...
Representations by the County. The County makes the following representations as the basis for the undertakings on its part herein contained:
(a) The County is a political subdivision of the State of Georgia duly created and organized under the Constitution and laws of the State. Under the Constitution and laws of the State, the County is authorized to execute, deliver and perform its obligations under this Contract. The County has duly authorized the execution, delivery and performance of this Contract. This Contract is a valid, binding and enforceable obligation of the County.
(b) No approval or other action by the County is required in connection with the execution, delivery and performance of this Contract by the County.
(c) The authorization, execution, delivery and performance by the County of this Contract does not violate the laws or Constitution of the State and do not constitute a breach of or a default under any existing court order, administrative regulation, or other legal decree, or any agreement, indenture, mortgage, lease, note or other instrument to which it is a party or by which it is bound.
