Additional Representations of CORTLAND Clause Samples

Additional Representations of CORTLAND. CORTLAND represents to OCRRA that: a. CORTLAND is a County duly organized and existing in good standing under the laws of the State of New York and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement; and b. CORTLAND has the requisite power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof by CORTLAND (1) has been duly authorized, and (2) does not constitute a default under, or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of CORTLAND under any agreement or instrument to which CORTLAND is a Party or by which CORTLAND or its assets may be bound; (3) will not violate any judgment, order, law or regulation applicable to CORTLAND, and neither the execution or delivery by CORTLAND of this Agreement or the performance by CORTLAND of its obligations in connection with the transactions contemplated hereby, or the fulfillment by CORTLAND of the terms or conditions hereof (i) conflicts with, violates or results in a breach of any law, rule or regulation applicable to CORTLAND or the Cortland County Landfill or (ii) conflicts with, violates constitutes a default under, or results in a breach of any term or condition of any judgment or decree, to which CORTLAND is a Party or by which CORTLAND or any of its properties or assets are bound, or (iii) will result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of CORTLAND, except as expressly contemplated by this Agreement; and c. this Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇▇ and constitutes a legal, valid and binding obligation of CORTLAND, fully enforceable in accordance with its terms; and no other approval, authorization, order or consent of, or declaration, registration or filing with, any governmental authority is required, except as specified herein, for the valid execution and delivery of this Agreement by CORTLAND, except such as have been duly obtained or made; and d. on the Commencement Date of this Agreement, or as soon as possible thereafter but no later than the end of 2016, it will have permitted, available Onondaga WTE Facility Ash Residue disposal capacity at the Cortland Landfill to accept up to 90,000 Tons per year of Onondaga WTE Facility Acceptable Ash Residue delivered by OCRRA. CORTLAND will b...