Orange County NC Website
8 <br /> 4.01 Warranties of Title. The affordable housing owner covenants with the Deed of <br /> Trust Trustee and the County that the affordable housing owner is seized of and has the right to <br /> convey the Mortgaged Property in fee simple, that the Mortgaged Property is free and clear of all <br /> liens and encumbrances other than the Existing Encumbrances, that title to the Mortgaged <br /> Property is marketable, and that the affordable housing owner will forever warrant and defend <br /> title to the Mortgaged Property against the claims of all persons. <br /> 4.02 Indemnification. To the extent permitted by law, the affordable housing owner <br /> shall indemnify, protect and save the Deed of Trust Trustee, the County and its officials and <br /> employees harmless from all liability, obligations, losses, claims, damages, actions, suits, <br /> proceedings, costs and expenses, including attorneys' fees, arising out of, connected with, or <br /> resulting directly or indirectly from the Mortgaged Property or the transactions contemplated by <br /> this Agreement, including without limitation the possession, condition, construction or use of the <br /> Facilities. The indemnification arising under this Section shall survive the Agreement's <br /> termination. <br /> 4.03 Validity of Organization and Acts. The affordable housing owner is validly <br /> organized and existing under State law, has full power to enter into this Agreement and has duly <br /> authorized and has obtained all required approvals and all other necessary acts required prior to <br /> the execution and delivery of this Agreement. This Agreement is a valid, legal and binding <br /> obligation of the affordable housing owner. <br /> 4.04 Maintenance of Existence. The affordable housing owner shall maintain its <br /> existence and shall not consolidate with or merge into another entity or permit one or more other <br /> non profit corporations or associations to consolidate with or merge into it, unless the corporation <br /> or association thereby resulting assumes the affordable housing owner's obligations under this <br /> Agreement. <br /> 4.05 Acquisition of Permits and Approvals. All permits, consents, approvals or <br /> authorizations of all governmental entities and regulatory bodies, and all filings and notices <br /> required on the affordable housing owner's part to have been obtained or completed as of today <br /> in connection with the authorization, execution and delivery of this Agreement, the <br /> consummation of the transactions contemplated hereby and the acquisition of the Facilities have <br /> been obtained and are in full force and effect, and there is no reason why any future required <br /> permits, consents, approvals, authorizations or orders cannot be obtained as needed. <br /> 4.06 No Breach of Law or Contract. Neither the execution and delivery of this <br /> Agreement nor the consummation of the transactions contemplated hereby, nor the fulfillment of <br /> or compliance with the terms and conditions of this Agreement, (a) to the best of the affordable <br /> housing owner's knowledge, constitutes a violation of any provision of law governing the <br /> affordable housing owner or (b) results in a breach of the terms, conditions or provisions of any <br /> contract, agreement or instrument or order, rule or regulation to which the affordable housing <br /> owner is a party or by which the affordable housing owner is bound. <br /> 4.07 No Litigation. There is no litigation or any governmental administrative <br /> 8 <br />