Common use of Representations and Warranties by Company Clause in Contracts

Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Project Orange is a corporation, validly existing and in good standing under the laws of the State and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement. (b) The agreements with the County with respect to the FILOT have been instrumental in inducing the Company to locate the Project within Greenville County and the State. (c) Except as otherwise disclosed to the County, no actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement. (d) The income tax year of the Company, and accordingly the property tax year, for federal income tax purposes runs from July 1st through June 30th of each year. (e) No event has occurred and no condition currently exists with respect to the Company, which would constitute a Default or an “Event of Default” as defined herein. (f) The Company intends to operate the Project as corporate headquarters, and for such other purposes permitted under the Act as it may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The Company, together with any Company Affiliates, will use commercially reasonable efforts to meet, or cause to be met, the Investment Requirement.

Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Project Orange The Company is a corporation, limited liability company validly existing and in good standing under the laws of the State of South Carolina and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement. (b) The agreements with the County with respect to the FILOT and the Multi- County Park have been instrumental in inducing the Company to locate the Project within Greenville the County and the State. (c) Except as otherwise disclosed to the County, no No actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement. (d) For the Project, the Company hereby commits to satisfy, or cause the satisfaction of, the Investment Requirement by the end of the Investment Period. The Investment Requirement shall not include any amount paid by the Company, or any Company Affiliate for real estate improvements placed in service on the Land as of the date of this Agreement. The Company agrees to satisfy, or cause the satisfaction of, and maintain, or cause the maintenance of, the Real Property Investment throughout the entire term of the FILOT. (e) If the Company fails to meet, or cause to be met by the Controlled Group, the Investment Requirement, then this Agreement shall terminate and the Company and any other Company Affiliate shall repay the benefits received for any of the previous years constituting the Investment Period as if the Investment Requirement was not met. (f) The income tax year of the Company, and accordingly the property tax year, for federal income tax purposes runs from July 1st through June 30th of each yearis December 31. (eg) No event has occurred and no condition currently exists with respect to the Company, which would constitute a Default default hereunder or an “Event of Default” as defined herein. (fh) [The Company intends to operate for the Project as corporate headquartersto serve one or more existing facilities in the County, and for to serve such other purposes permitted under the Act as it the Company may deem appropriate. .] The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The Company, together with any Company Affiliates, will use commercially reasonable efforts to meet, or cause to be met, the Investment Requirement.

Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Project Orange ScanSource, Inc. is a corporation, validly existing and in good standing under the laws of the State and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement. (b) The agreements with the County with respect to the FILOT have been instrumental in inducing the Company to locate the Project within Greenville County and the State. (c) Except as otherwise disclosed to the County, no actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement. (d) The income tax year of the Company, and accordingly the property tax year, for federal income tax purposes runs from July 1st through June 30th of each year. (e) No event has occurred and no condition currently exists with respect to the Company, which would constitute a Default or an “Event of Default” as defined herein. (f) The Company intends to operate the Project as corporate headquarters, and for such other purposes permitted under the Act as it may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The Company, together with any Company Affiliates, will use commercially reasonable efforts to meet, or cause to be met, the Investment Requirement.

Representations and Warranties by Company. The Company makes the following representations and warranties as the basis for the undertakings on its part herein contained: (a) Project Orange The Company is a corporation[ ], validly existing and in good standing under the laws of the State [ ] and authorized to do business in the State; has all requisite power to enter into this Agreement; and by proper action has been duly authorized to execute and deliver this Agreement. (b) The agreements with the County with respect to the FILOT and other incentives provided hereunder have been instrumental in inducing the Company to locate its portion of the Project within Greenville the County and the State. (c) Except as otherwise disclosed to the County, no actions, suits, proceedings, inquiries, or investigations known to the undersigned representatives of the Company are pending or threatened against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal, which could materially adversely affect the transactions contemplated by this Agreement or which could, in any way, adversely affect the validity or enforceability of this Agreement. (d) For the Project, the Company commits to using its best efforts to invest, collectively with any Co-Investors, at least Two Million Five Hundred Thousand Dollars ($2,500,000.00) in Economic Development Property by the end of the Investment Period. Investments made by Co-Investors in Economic Development Property shall be included in the determination whether the Company has fulfilled its commitment made in this item to invest in the Project. (e) The income tax year of the Company, and accordingly the property tax yearProperty Tax Year, for federal income tax purposes runs from July 1st through June 30th is a 52/53 week fiscal year ending on the last business day of December each year. (ef) No To the Company’s knowledge, no event has occurred and no condition currently exists with respect to the Company, which would constitute a Default default or an “Event of Default” Default as defined herein. (f) The Company intends to operate the Project as corporate headquarters, and for such other purposes permitted under the Act as it may deem appropriate. The Project constitutes a “project” and “economic development property” as provided under the Act. (g) The Company, together with any Company Affiliates, will use commercially reasonable efforts to meet, or cause to be met, the Investment Requirement.