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into and carry out the transactions contemplated by this Agreement; (vi) by proper action <br />has duly authorized the execution and delivery of this Agreement; and (vii) is not in <br />default under any provision of this Agreement. <br />b) Tuxedo execution and delivery of this Agreement neither conflict <br />with, not will result in, a breach or default under any organizational documents; nor, to <br />the best of its knowledge, will its execution and delivery conflict with, or result in, a <br />breach or default under the terms, conditions, or provisions of any statute, order, rule, <br />regulation, agreement, or instrument to which Tuxedo is a party or by which it is bound, <br />nor will its execution and delivery result in the imposition of any lien on its property. <br />C) Tuxedo has duly authorized, executed and delivered this <br />Agreement, and this Agreement constitutes its legal, valid and binding obligations, <br />enforceable in accordance with its terms. <br />d) There is no litigation or proceeding pending or, to its knowledge, <br />threatened against Tuxedo, which would adversely affect the validity of this Agreement. <br />6. County Representation. The County represents as of this Agreement <br />Date as follows: <br />a) The County (i) has full power and authority to enter into this <br />Agreement and to enter into and carry out the transactions contemplated by this <br />Agreement; (ii) by proper action has duly authorized the execution and delivery of this <br />Agreement; and (iii) is not in default under any provisions of this Agreement. <br />b) The County has duly authorized, executed and delivered this <br />Agreement, and this Agreement constitutes the County's legal, valid and binding <br />obligation, enforceable in accordance with its terms. <br />C) To the County's knowledge, there is no litigation or proceeding <br />pending or threatened against the County or affecting it which would adversely affect the <br />validity of this Agreement. <br />d) The County is not in default under any provision of State law <br />which would affect its existence or its powers as referred to in subsection (a). <br />e) No officer or official of the County has any interest (financial, <br />employment or other) in Tuxedo or the transactions contemplated by this Agreement. <br />7. Miscellaneous. <br />a) Tuxedo acknowledges and understands that all the provisions of <br />the Program are considered enforceable parts of this Agreement and that it must comply <br />with all such provisions in order to be eligible for and remain eligible for the Grants. <br />Attachment number 3 <br />G -1 Page 203 <br />