Common use of Representations by the County Clause in Contracts

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 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 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 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 assist the College in providing 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 the County Agreements this Base Lease and to carry out its obligations hereunder. (d) Neither the execution and delivery of the County Agreementsthis 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 County AgreementsFacilities Agreement. (f) The County is (or, prior to subjection thereof to this Base Lease, shall be) the fee owner of 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 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 amendedState. (b) The conveyance of title to the Existing Facilities and the demise and lease of the Project Facilities 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 expansion of the Project Facilities 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 provide public facilities and improvements in the County. (c) The County Council has full power and authority to enact the Ordinance Ordinance, and the County has full power and authority to enter into the transactions contemplated by the County Agreements this Base Lease and to carry out its obligations hereunder. (d) Neither the execution and delivery of the County Agreementsthis 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 Project Facilities Real Property and the Project Facilities shall be or may be impaired, changed or encumbered in any manner whatsoever except as permitted by this Base Lease or the County AgreementsFacilities Agreement. (f) The County has, or upon the acquisition by the Commission thereof will have, a leasehold interest in the Project Facilities Real Property is free and clear of all liens, encumbrances and restrictions (including, without limitation, leases) other than Permitted Encumbrances. (g) The Commission is, or upon the acquisition therefore will be, the fee owner of the Project Facilities Real Property free and clear of all liens, encumbrances and restrictions (including, without limitation, leases) except for a leasehold interest granted to the County in the Ground Lease and to Permitted Encumbrances.

Representations by the County. The County represents makes the following representations and warrants covenants as followsthe basis for the undertakings on its part herein contained: (a) The County is a duly constituted body politic and corporate and a political subdivision of the State under of South Carolina and is authorized and empowered by the provisions of Title 4 of the Code of Laws of South CarolinaAct to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. By proper action by the County Council, 1976, as amendedthe County has been duly authorized to execute and deliver this Agreement and any and all agreements collateral thereto and has duly authorized any and all actions reasonably necessary and appropriate to consummate the transactions contemplated hereby. (b) The demise County is authorized and lease empowered by the provisions 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 Multi-County Park Act and the sale of the Project Facilities by the Corporation Special Source Credit Act to the County pursuant to the Facilities Agreement has been undertaken to enable the County to assist the College in providing public facilities enter into, execute, deliver, and improvements in the Countycarry out its obligations under, this Agreement. (c) The County Council has full power and authority to enact duly approved this Agreement, including, without limitation, the Ordinance and Special Source Credits, by enactment of the County has full Ordinance in accordance with the procedural requirements of the Multi-County Park Act and any other applicable state and local law. (d) The County proposes to provide the Special Source Credits to reimburse the Company for a portion of the Cost of the Special Source Improvements for the purpose of promoting economic development of the County. (e) 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. (f) 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 South Carolina Constitution 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. (g) 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 and authority of the County 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 Agreementshereby or wherein an unfavorable decision, nor the fulfillment of ruling or compliance with the terms and conditions hereof, nor the consummation of finding would adversely affect the transactions contemplated herebyhereby or would affect the validity, conflicts with or results in a breach adversely affect the enforceability, of the termsthis Agreement, conditions or provisions of any restriction or any other agreement or instrument to which the County is now a party and which is to be used in connection with or is contemplated by which this Agreement, nor to the best of the knowledge of the undersigned representatives of the County is boundthere any basis therefor. (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.