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VIII. REPRESENTATIONS <br /> The Company represents as of the date of this Agreement as follows: <br /> A. The Company(i) is a company duly organized and validly <br /> existing under the laws of its state of incorporation; (ii) is duly qualified to <br /> transact business and is in good standing in North Carolina; (iii) is not in violation <br /> of any provision of its organizational documents; (iv) has full corporate power to <br /> own its properties and conduct its business; (v) has full power and authority to <br /> enter into this Agreement and to enter into and carry out the transactions <br /> contemplated by this Agreement; (vi) by proper action has duly authorized the <br /> execution and delivery of this Agreement; and (vii) is not in default under any <br /> provision of this Agreement. <br /> B. The Company's execution and delivery of this Agreement neither conflicts with, <br /> nor will result in, a breach or default under its organizational documents; nor, to <br /> the best of its knowledge, will its execution and delivery conflict with, or result <br /> in, a breach or default under the terms, conditions, or provisions of any statute, <br /> order, rule, regulation, agreement, or instrument to which the Company is a party <br /> or by which it is bound; nor will its execution and delivery result in the imposition <br /> of any lien on its property. <br /> C. The Company has duly authorized, executed, and delivered this Agreement, and <br /> to the Company's knowledge, this Agreement constitutes its legal, valid, and <br /> binding obligations, enforceable in accordance with its terms. <br /> To the Company's knowledge,there is no litigation or proceeding pending or, to <br /> its knowledge, threatened against the Company, which would adversely affect the <br /> validity of this Agreement. <br /> The County represents as of the date of this Agreement as follows: <br /> A. At the time of execution of this Agreement, the County (i) has full power and <br /> authority to enter into this Agreement and to enter into and carry out the <br /> transactions contemplated by this Agreement; (ii) by proper action has duly <br /> authorized the execution and delivery of this Agreement; and (iii) is not in default <br /> under any provisions of this Agreement. <br /> B. The County has duly authorized, executed, and delivered this Agreement, and this <br /> Agreement constitutes the County's legal, valid, and binding obligation, <br /> enforceable in accordance with its terms. <br /> Pag&J5a*bM4 number 3\n <br /> F-8 Page 139 <br />