Common use of Representations by County Clause in Contracts

Representations by County. The County makes the following representations as the basis for its undertakings hereunder: (a) The County is a political subdivision of the Commonwealth of Virginia and has the power to enter into this Agreement and perform its obligations hereunder. By proper action, the County has duly authorized the execution and delivery of this Agreement and the performance of its obligations hereunder. (b) There is no litigation at law or in equity or any proceeding before any governmental agency involving the County pending or, to its knowledge, threatened against the County that would affect (i) its authority to execute and deliver this Agreement, (ii) the validity or enforceability of this Agreement or the performance of its obligations hereunder, (iii) the title of the County officer executing such instrument, (iv) any authority or proceedings related to the execution and delivery of this Agreement on behalf of the County, (v) the power to undertake the County Projects or (vi) the financial condition of County or its ability to make payments, subject to the provisions of Section [9], pursuant to Section [6(a)] in any material respect. No such authority or proceedings have been repealed, revoked, rescinded or amended, and all such authority and proceedings are in full force and effect. (c) The County is not (i) in default in the payment of the principal of or interest on any of its indebtedness for borrowed money, (ii) in material violation of any existing Virginia law, rule or regulation applicable to it, or (iii) to its knowledge, in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the County is a party or by which it is bound or to which any of its assets is subject; and, to its knowledge, no event has occurred and is continuing under the provisions of any such agreement that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (d) The execution and delivery of this Agreement and the performance by the County of its obligations hereunder do not and will not, in any material manner, conflict with, constitute a breach of or result in a violation of any agreement or other instrument to which the County is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over the County or any of its property. (e) No further approval, consent or withholding of objection on the part of any regulatory body, federal, state or local, is required in connection with the execution or delivery of or performance by the County of its obligations under this Agreement. (f) Until termination of this Agreement, the Authority will not use any facilities or equipment financed with proceeds of the Note, or permit them to be used, other than as “authority facilities” within the meaning of the Act. (g) The County Board has included in its budget for the Fiscal Year ending June 30, 2021, and has appropriated funds sufficient to make the Basic Payments due in such Fiscal Year. (h) The financial statements and other information that the County furnished to the Lender in connection with this Agreement fairly and accurately portray the County’s financial condition, as of their dates, and, other than the known and unknown risks associated with the ongoing COVID-19 Pandemic, there has been no material adverse change in the financial condition of the County since the date of the financial statements provided to the Lender in connection with this Agreement.

Representations by County. The County makes the following representations as the basis for its undertakings hereunderrepresentations: (a) The County is a political subdivision of the Commonwealth of Virginia and has the power to enter into this Agreement and perform its obligations hereunder. By proper action, the County has duly authorized the execution and delivery of this Agreement and the performance of its obligations hereunder.Virginia; (b) There is no litigation at law or in equity or any proceeding before any governmental agency involving The lease of the Property by the County pending orpursuant to this Lease Agreement will provide facilities so that it may serve functions which are essential to the proper, to its knowledge, threatened against the County that would affect (i) its authority to execute efficient and deliver this Agreement, (ii) the validity or enforceability of this Agreement or the performance of its obligations hereunder, (iii) the title economic operations of the County officer executing such instrument, (iv) any authority or proceedings related and to the execution health, safety and delivery welfare of this Agreement on behalf the residents of the County, (v) the power to undertake the County Projects or (vi) the financial condition of County or its ability to make payments, subject to the provisions of Section [9], pursuant to Section [6(a)] in any material respect. No such authority or proceedings have been repealed, revoked, rescinded or amended, and all such authority and proceedings are in full force and effect.; (c) The County has full power and authority to enter into the Basic Agreements to which it is a party and to perform the transactions contemplated thereby and to carry out its obligations thereunder and by proper action has duly authorized, executed and delivered such Basic Agreements; (d) The County is not (i) in default in the payment of the principal of or interest on any of its indebtedness for borrowed moneymoney and is not in default under any instrument under or subject to which any indebtedness for borrowed money has been incurred, and no event has occurred and is continuing that with the lapse of time or the giving of notice, or both, would constitute or result in an event of default thereunder; (e) The County is not in default under or in violation of, and the execution, delivery and compliance by the County with the terms and conditions of the Basic Agreements to which it is a party will not conflict with or constitute or result in a default under or violation of, to the best of the County's knowledge, (ii1) in material violation of any existing Virginia law, rule or regulation applicable to itthe County, or (iii2) to its knowledge, in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the County is a party or by which it is bound or to which any of its assets is subject; and, to its knowledge, and no event has occurred and is continuing under the provisions of any such agreement that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (d) The execution and delivery of this Agreement and the performance by the County of its obligations hereunder do not and will not, in any material manner, conflict with, constitute a breach of or result in such a default or violation of any agreement which would have a material adverse effect on its financial condition or other instrument its ability to which perform under the County is a party or by Basic Agreements to which it is bound a party; (f) There are no present or, to the knowledge of the County, past actions, activities, circumstances, conditions, events or incidents, including without limitation, any constitutional or statutory provision or order, rule, regulation, decree or ordinance release of any courtHazardous Materials that could form the basis for assertion of any Environmental Liability with respect to the Property against the Borrower, government or governmental authority having jurisdiction over the County or the Bank. The County has not received any of its property.communication in any form from any governmental authority alleging that the County, with respect to the Property, is not in compliance with any Environmental Law; (eg) No further approval, consent or withholding of objection on the part of any regulatory bodybody or any official, federal, state state, or local, is required in connection with the execution or delivery of or performance compliance by the County with the terms and conditions of the Basic Agreements to which it is a party; (h) There is no litigation at law or in equity or any proceeding before any governmental agency involving the County pending or, to the knowledge of the County, threatened against the County with respect to (1) the authority of the County to execute and deliver the Basic Agreements to which it is a party, (2) the validity or enforceability of such Basic Agreements or the County's performance of its obligations under this Agreement.thereunder, (3) the title of any officer of the County executing such Basic Agreements or (4) the power to occupy and use the Property; and (fi) Until termination of this Lease Agreement, the Authority County intends to use the Property as public governmental facilities or for any other use which is permissible under the Public Finance Act, and the Code of Virginia of 1950, amended. The County will not use or occupy the Property or permit it to be used or occupied (1) contrary to any facilities law or equipment financed with proceeds regulation in effect now or in the future (and without regard to any change of government policy) or (2) in any manner which will (A) cause structural injury to any part of the NoteProperty, (B) cause the value or the usefulness of the Property to diminish (ordinary wear and tear excepted), (C) constitute a public or private nuisance or (D) result in waste to the Property; nor will it do or permit them anything to be useddone on or about the Property that will affect, other than as “authority facilities” within impair or contravene any policies of insurance that may be carried on the meaning of the ActProperty or with respect to its use. (g) The County Board has included in its budget for the Fiscal Year ending June 30, 2021, and has appropriated funds sufficient to make the Basic Payments due in such Fiscal Year. (h) The financial statements and other information that the County furnished to the Lender in connection with this Agreement fairly and accurately portray the County’s financial condition, as of their dates, and, other than the known and unknown risks associated with the ongoing COVID-19 Pandemic, there has been no material adverse change in the financial condition of the County since the date of the financial statements provided to the Lender in connection with this Agreement.