Common use of Representations of the GWCCA Clause in Contracts

Representations of the GWCCA. The GWCCA hereby represents to StadCo as follows: (a) The GWCCA is an instrumentality of the State of Georgia and a public corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has all requisite corporate power and authority to own, lease, license and operate its properties and to carry on its business as now being conducted. (b) The GWCCA has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the GWCCA, the performance by the GWCCA of its obligations hereunder, and the consummation of the transactions provided for hereby have been duly and validly authorized by all necessary corporate action on the part of the GWCCA. This Agreement has been duly executed and delivered by the GWCCA and, subject to the due execution and delivery of same by StadCo and the Club, constitutes the valid and binding agreement of the GWCCA, enforceable against the GWCCA in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. (c) The execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of and compliance with the terms and conditions hereunder do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the charter documents of the GWCCA, (ii) any judgment, decree or order of any governmental entity to which the GWCCA is a party or by which the GWCCA or any of its properties is bound or (iii) any law applicable to the GWCCA unless, in each case, such violation, conflict, breach, default, loss of benefit or accelerated obligation would not, either individually or in the aggregate, have a material adverse impact on the ability of the GWCCA to consummate the transactions contemplated hereby.

Representations of the GWCCA. The GWCCA hereby represents to StadCo and the Club as follows: (a) The GWCCA is an instrumentality of the State of Georgia and a public corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has all requisite corporate power and authority to own, lease, license and operate its properties and to carry on its business as now being conducted. (b) The GWCCA has full power and authority to execute and deliver this Project Development Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Project Development Agreement by the GWCCA, the performance by the GWCCA of its obligations hereunder, and the consummation of the transactions provided for hereby have been duly and validly authorized by all necessary corporate action on the part of the GWCCA. This Project Development Agreement has been duly executed and delivered by the GWCCA and, subject to the due execution and delivery of same by StadCo and the Club, constitutes the valid and binding agreement of the GWCCA, enforceable against the GWCCA in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. (c) The execution, delivery and performance of this Project Development Agreement, the consummation of the transactions contemplated hereby and the fulfillment of and compliance with the terms and conditions hereunder do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the charter documents of the GWCCA, (ii) any judgment, decree or order of any governmental entity to which the GWCCA is a party or by which the GWCCA or any of its properties is bound or (iii) any law applicable to the GWCCA unless, in each case, such violation, conflict, breach, default, loss of benefit or accelerated obligation would not, either individually or in the aggregate, have a material adverse impact on the ability of the GWCCA to consummate the transactions contemplated hereby. (d) The GWCCA owns or otherwise has control, or will own or otherwise will have control over the NSP Site prior to the Final Closing sufficient for the development and operation of the NSP as contemplated herein and the other Project Documents and has the right to grant to StadCo all of the rights contemplated by this Project Development Agreement with the requirement for approval by any Governmental Authority or other Person, and none of the rights granted to StadCo under this Project Development Agreement violate, conflict with or constitute a breach of or default under any easement, contract, restriction or other encumbrance affecting the NSP Site. (e) The GWCCA has made available to StadCo copies of all material environmental site assessment reports in the possession or control of the GWCCA that relate to environmental matters at the NSP Site. To the knowledge of the GWCCA, no Hazardous Materials have been Released, treated or stored on, disposed at, or transported from, the NSP Site in violation of any Laws, or otherwise in a manner which may reasonably be expected to result in material liability under Environmental Laws. The GWCCA has not been served with or received any written notice of any Environmental Claims, actions, proceedings or investigations that are currently outstanding, and no Environmental Claims are pending, or to the GWCCA’s knowledge, threatened against the GWCCA by any Governmental Authority or any other party under any Environmental Laws, in each case with respect to the NSP Site. The GWCCA is not subject to any material order or material contract with respect to any Environmental Law, remedial action or Release or threatened Release of Hazardous Materials.

Representations of the GWCCA. The GWCCA hereby represents to StadCo StadCo, the Club and Invest Atlanta as follows: (a) The GWCCA is an instrumentality of the State of Georgia and a public corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has all requisite corporate power and authority to own, lease, license and operate its properties and to carry on its business as now being conducted. (b) The GWCCA has full power and authority to execute and deliver this Funding Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Funding Agreement by the GWCCA, the performance by the GWCCA of its obligations hereunder, and the consummation of the transactions provided for hereby have been duly and validly authorized by all necessary corporate action on the part of the GWCCA. This Funding Agreement has been duly executed and delivered by the GWCCA and, subject to the due execution and delivery of same by StadCo StadCo, the Club and the ClubInvest Atlanta, constitutes the valid and binding agreement of the GWCCA, enforceable against the GWCCA in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. (c) The execution, delivery and performance of this Funding Agreement, the consummation of the transactions contemplated hereby and the fulfillment fulfilment of and compliance with the terms and conditions hereunder do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the charter documents of the GWCCA, (ii) any judgment, decree or order of any governmental entity to which the GWCCA is a party or by which the GWCCA or any of its properties is bound or (iii) any law applicable to the GWCCA unless, in each case, such violation, conflict, breach, default, loss of benefit or accelerated obligation would not, either individually or in the aggregate, have a material adverse impact on the ability of the GWCCA to consummate the transactions contemplated hereby.

Representations of the GWCCA. The GWCCA hereby represents to StadCo StadCo, the Club and Invest Atlanta as follows: (a) The GWCCA is an instrumentality of the State of Georgia and a public corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has all requisite corporate power and authority to own, lease, license and operate its properties and to carry on its business as now being conducted. (b) The GWCCA has full corporate power and authority to execute and deliver this Transaction Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Transaction Agreement by the GWCCA, the performance by the GWCCA of its obligations hereunder, and the consummation of the transactions provided for hereby have been duly and validly authorized by all necessary corporate action on the part of the GWCCA. This Transaction Agreement has been duly executed and delivered by the GWCCA and, subject to the due execution and delivery of same by StadCo StadCo, the Club and the ClubInvest Atlanta, constitutes the valid and binding agreement of the GWCCA, enforceable against the GWCCA in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. (c) The execution, delivery and performance of this Transaction Agreement, the consummation of the transactions contemplated hereby and the fulfillment fulfilment of and compliance with the terms and conditions hereunder do not or will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the charter documents of the GWCCA, (ii) any judgment, decree or order of any governmental entity to which the GWCCA is a party or by which the GWCCA or any of its properties is bound or (iii) any law applicable to the GWCCA unless, in each case, such violation, conflict, breach, default, loss of benefit or accelerated obligation would not, either individually or in the aggregate, have a material adverse impact on the ability of the GWCCA to consummate the transactions contemplated hereby.