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5. Project Jersey Hydro Applicant Representations. Project Jersey Hydro <br />Applicant represents as of the Agreement Date as follows: <br />a) Project Jersey Hydro Applicant is an entity (i) duly organized and <br />validly existing under the laws of its state of formation; (ii) is duly qualified to transact <br />business and is in good standing in North Carolina; (iii) is not in violation of any <br />provision of its organizational documents; (iv) has full corporate power to own its <br />properties and conduct its business; (v) 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; (vi) by proper action has duly authorized the execution and delivery of this <br />Agreement; and (vii) is not in default under any provision of this Agreement. <br />b) Project Jersey Hydro Applicant's execution and delivery of this <br />Agreement neither conflict with, nor will result in, a breach or default under any <br />organizational documents; nor, to the best of its knowledge, will its execution and <br />delivery conflict with, or result in, a breach or default under the terms, conditions, or <br />provisions of any statute, order, rule, regulation, agreement, or instrument to which <br />Project Jersey Hydro Applicant is a party or by which it is bound, nor will its execution <br />and delivery result in the imposition of any lien on its property. <br />C) Project Jersey Hydro Applicant has duly authorized, executed and <br />delivered this Agreement, and this Agreement constitutes its legal, valid and binding <br />obligations, enforceable in accordance with its terms. <br />d) There is no litigation or proceeding pending or, to its knowledge, <br />threatened against Project Jersey Hydro Applicant, which would adversely affect the <br />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 />Page 209 <br />