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 conveyance of title to the 2020 Facilities and the demise and lease of the Real Property to the Corporation, as provided in this 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, the 2020 Real Property and the Ancillary 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 provide 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 this Base Lease and to carry out its obligations hereunder.
(d) Neither the execution and delivery of this Base Lease, 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 this Base Lease or the Facilities Agreement.
(f) The County is (or, prior to subjection thereof to this Base Lease, shall be) the fee owner of the Real Property 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 represents and warrants to the Corporation and the Bond Trustee as follows:
Representations by the County. The County represents to the Company as follows:
(a) The County is a body politic and corporate and a political subdivision of the State of South Carolina;
(b) The County is authorized and empowered by the provisions of the Act to enter into and carry out its obligations under this Agreement;
(c) The County has duly authorized and approved the execution and delivery of this Agreement by adoption of the Ordinance in accordance with the procedural requirements of the Act and any other applicable state law;
(d) The County is not in default of any of its obligations (contractual or otherwise) as a result of entering into and performing its obligations under this Agreement;
(e) The County has approved the inclusion of the Property in the Park; and
(f) Based on representations made by the Company to the County, the County has determined the Project and the Infrastructure will enhance the economic development of the County. Therefore, the County is entering into this Agreement for the purpose of promoting the development of decent, safe affordable housing, thereby contributing to the economic development of the County.
Representations by the County. The County represents to the other Party as follows:
(a) It has the power and authority to enter into and perform this Agreement.
(b) It has duly authorized, executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms.
(c) Neither the entry into nor the performance of and compliance with this Agreement has resulted or will result in any violation of, or a conflict with or a default under, any judgment, decree, order, or material contract or agreement by which it is bound or any legal requirement applicable to it.
(d) There is no action, proceeding or investigation pending or, to the actual knowledge of the individual signing this Agreement on its behalf, threatened, which questions, directly or indirectly, the validity or enforceability of this Agreement or any action taken or to be taken pursuant to this Agreement.
(e) There does not exist any Event of Default by it or fact or circumstance which, with the giving of notice, the passage of time or both, could become an Event of Default by it. (END OF ARTICLE II)
Representations by the County. The County represents and warrants as follows: 6
Representations by the County. The County represents and warrants as follows: The County has all requisite power, authority and legal right to execute and deliver this Agreement and to perform and observe the provisions thereof and to carry out the transactions contemplated by this Agreement. All corporate action on the part of the County which is required for the execution, delivery, performance and observance by the County of this Agreement has been duly authorized and effectively taken, and such execution, delivery, performance and observation by the County do not contravene Applicable Law or any contractual restriction binding on or affecting the County. The County has duly approved the Loan to the Pacific Science Center. This Agreement is legal, valid and binding enforceable against the County in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. . The Pacific Science Center represents, warrants and covenants as follows: The Pacific Science Center (i) is a nonprofit corporation organized and existing under the laws of the State, (ii) has organizational and other legal power and authority to enter into and to perform the agreements and covenants on its part contained in this Agreement, and (iii) has duly authorized the execution, delivery and performance of this Agreement. The Pacific Science Center meets the criteria set forth in the Deferral Statute to receive the Deferred Tax Payments and knows of no other organization that meets the criteria set forth in Section 2(b) of the Deferral Statute. The Pacific Science Center is allowed to use the Deferred Tax Payments for principal and interest payments required under this Agreement. The execution and delivery by the Pacific Science Center of this Agreement and the performance by the Pacific Science Center of its obligations hereunder (i) do not violate provisions of statutory laws or regulations applicable to the Pacific Science Center, (ii) do not violate its articles of incorporation or bylaws, and (iii) do not breach or result in a default under any other agreement to which it is a party. There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any Governmental Authority pending, or, to the best knowledge of the Pacific Science Center, threatened against or affecting the Pacific Science Center wherein an unfavorable decision, ruling or finding would adversely affect...
