Common use of Authority and Approvals Clause in Contracts

Authority and Approvals. Vendor represents that: (a) it is a corporation duly formed and in good standing under the laws of the State of Delaware; (b) it is qualified and registered to transact business in the County and all locations where the performance of its obligations hereunder would require such qualification; (c) it has all necessary rights, powers, and authority to enter into and perform under this Agreement; (d) the execution, delivery, and performance of this Agreement by Vendor have been duly authorized by all necessary corporate action; (e) the individual executing this Agreement on behalf of and for Vendor is an authorized agent of Vendor who has actual authority to bind Vendor to each and every Section and obligation of this Agreement and that all requirements of Vendor have been fulfilled to bestow such actual authority upon such individual; (f) following execution of this Agreement by Vendor (and assuming the due execution of this Agreement by County), this Agreement will constitute the legal and binding obligation of the Vendor enforceable in accordance with its terms; (g) the execution and performance of this Agreement by Vendor shall not violate any domestic law, statute, or regulation and shall not breach any agreement, covenant, court order, judgment, or decree to which Vendor is a party or by which it is bound; (h) it has, and covenants that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services and Deliverables, and develop and implement the Systems, as contemplated by this Agreement; and (i) that Vendor owns or leases, and covenants that it shall own or lease, or have the right to use, free and clear of all liens and encumbrances, other than lessors’ interests, or security interests of Vendor’s lenders, appropriate right, title, or interest in and to the tangible property that Vendor intends to use or uses to provide the Services and Deliverables and to develop and implement the Systems in accordance herewith. Vendor covenants that it shall use all commercially reasonable efforts to obtain, and cooperate with and assist the County in obtaining, any clearances and approvals of the County’s End Users that are necessary to permit the new Vendor Personnel to continue working on such End Users’ projects on and after the applicable Service Commencement Date, except that the County shall be responsible for any costs associated with obtaining such clearances and approvals.

Authority and Approvals. Vendor represents that: (ai) it is a corporation duly formed and in good standing under the laws of the State of Delaware; (bii) it is qualified and registered to transact business in the County Commonwealth of Virginia and all locations where the performance of its obligations hereunder would require such qualification; (ciii) it has all necessary rights, powers, and authority to enter into and perform under this Agreement; (div) the execution, delivery, and performance of this Agreement by Vendor have been duly authorized by all necessary corporate action; (ev) the individual executing this Agreement on behalf of and for Vendor is an authorized agent of Vendor who has actual authority to bind Vendor to each and every Section and obligation of this Agreement and that all requirements of Vendor have been fulfilled to bestow such actual authority upon such individual; (f) following execution of this Agreement by Vendor (and assuming the due execution of this Agreement by County), this Agreement will constitute the legal and binding obligation of the Vendor enforceable in accordance with its terms; (gvi) the execution and performance of this Agreement by Vendor shall not violate any domestic law, statute, or regulation and shall not breach any agreement, covenant, court order, judgment, or decree to which Vendor is a party or by which it is bound; (hvii) it has, and covenants that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services and Deliverables, and develop and implement the Systems, as contemplated by this Agreement; and (iviii) that Vendor owns or leases, and covenants that it shall own or lease, or have the right to use, free and clear of all liens and encumbrances, other than lessors’ interests, or security interests of Vendor’s lenders, appropriate right, title, or interest in and to the tangible property that Vendor intends to use or uses to provide the Services and Deliverables and to develop and implement the Systems in accordance herewith. Vendor covenants that it shall use all commercially reasonable efforts to obtain, and cooperate with and assist the County Commonwealth in obtaining, any clearances and approvals of the CountyCommonwealth’s End Users Eligible Customers that are necessary to permit the new New Vendor Personnel Personnel, and any other former Commonwealth employees who are hired by Vendor, to continue working on such End UsersEligible Customers’ projects on and after the applicable Service Commencement Date, except that the County Commonwealth shall be responsible for any costs associated with obtaining such clearances and approvals.

Authority and Approvals. Vendor Contractor represents that: (a) it is a corporation duly formed and in good standing under the laws of the State of Delaware; California (b) it is qualified and registered to transact business in the County and all locations where the performance of its obligations hereunder would require such qualification; (c) it has all necessary rights, powers, and authority to enter into and perform under this Agreement; (d) the execution, delivery, and performance of this Agreement by Vendor Contractor have been duly authorized by all necessary corporate action; (e) the individual executing this Agreement on behalf of and for Vendor Contractor is an authorized agent of Vendor Contractor who has actual authority to bind Vendor Contractor to each and every Section and obligation of this Agreement and that all requirements of Vendor Contractor have been fulfilled to bestow such actual authority upon such individual; (f) following execution of this Agreement by Vendor Contractor (and assuming the due execution of this Agreement by County), this Agreement will constitute the legal and binding obligation of the Vendor Contractor enforceable in accordance with its terms; (g) the execution and performance of this Agreement by Vendor Contractor shall not violate any domestic law, statute, or regulation and shall not breach any agreement, covenant, court order, judgment, or decree to which Vendor Contractor is a party or by which it is bound; (h) it has, and covenants that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services and Deliverables, and develop and implement the Systems, as contemplated by this Agreement; and (i) that Vendor Contractor owns or leases, and covenants that it shall own or lease, or have the right to use, free and clear of all liens and encumbrances, other than lessors’ interests, or security interests of VendorContractor’s lenders, appropriate right, title, or interest in and to the tangible property that Vendor Contractor intends to use or uses to provide the Services and Deliverables and to develop and implement the Systems in accordance herewith. Vendor covenants that it shall use all commercially reasonable efforts to obtain, and cooperate with and assist the County in obtaining, any clearances and approvals of the County’s End Users that are necessary to permit the new Vendor Personnel to continue working on such End Users’ projects on and after the applicable Service Commencement Date, except that the County shall be responsible for any costs associated with obtaining such clearances and approvalsServices.

Authority and Approvals. Vendor represents that: (a) it is a corporation duly formed and in good standing under the laws of the State of Delaware; (b) it is qualified and registered to transact business in the County State of California and City of San Diego and all locations where the performance of its obligations hereunder would require such qualification; (c) it has all necessary rights, powers, and authority to enter into and perform under this Agreement; (d) the execution, delivery, and performance of this Agreement by Vendor have been duly authorized by all necessary corporate action; (e) the individual executing this Agreement on behalf of and for Vendor is an authorized agent of Vendor who has actual authority to bind Vendor to each and every Section and obligation of this Agreement and that all requirements of Vendor have been fulfilled to bestow such actual authority upon such individual; (f) following execution of this Agreement by Vendor (and assuming the due execution of this Agreement by County), this Agreement will constitute the legal and binding obligation of the Vendor enforceable in accordance with its terms; (g) the execution and performance of this Agreement by Vendor shall not violate any domestic law, statute, or regulation and shall not breach any agreement, covenant, court order, judgment, or decree to which Vendor is a party or by which it is bound; (hg) it has, and covenants that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services and Deliverables, and develop and implement the Systems, as contemplated by this Agreement; and (ih) that Vendor owns or leases, and covenants that it shall own or lease, or have the right to use, free and clear of all liens and encumbrances, other than lessors’ interests, or security interests of Vendor’s lenders, appropriate right, title, or interest in and to the tangible property that Vendor intends to use or uses to provide the Services and Deliverables and to develop and implement the Systems in accordance herewith. Vendor covenants that it shall use all commercially reasonable efforts to obtain, and cooperate with and assist the County Client in obtaining, any clearances and approvals of the CountyClient’s End Users Eligible Customers that are necessary to permit the new Vendor Personnel Personnel, and any other former Client employees who are hired by Vendor, to continue working on such End UsersEligible Customers’ projects on and after the applicable Service Commencement Date, except that the County Client shall be responsible for any costs associated with obtaining such clearances and approvals.

Authority and Approvals. Vendor Contractor represents that: (a) it is a corporation duly formed and in good standing under the laws of the State of Delaware; California (b) it is qualified and registered to transact business in the County and all locations where the performance of its obligations hereunder would require such qualification; (c) it has all necessary rights, powers, and authority to enter into and perform under this Agreement; (d) the execution, delivery, and performance of this Agreement by Vendor Contractor have been duly authorized by all necessary corporate action; (e) the individual executing this Agreement on behalf of and for Vendor Contractor is an authorized agent of Vendor Contractor who has actual authority to bind Vendor Contractor to each and every Section and obligation of this Agreement and that all requirements of Vendor Contractor have been fulfilled to bestow such actual authority upon such individual; (f) following execution of this Agreement by Vendor Contractor (and assuming the due execution of this Agreement by County), this Agreement will constitute the legal and binding obligation of the Vendor Contractor enforceable in accordance with its terms; (g) the execution and performance of this Agreement by Vendor Contractor shall not violate any domestic law, statute, or regulation and shall not breach any agreement, covenant, court order, judgment, or decree to which Vendor Contractor is a party or by which it is bound; (h) it has, and covenants that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services and Deliverables, and develop and implement the Systems, as contemplated by this Agreement; and (i) that Vendor Contractor owns or leases, and covenants that it shall own or lease, or have the right to use, free and clear of all liens and encumbrances, other than lessors’ interests, or security interests of VendorContractor’s lenders, appropriate right, title, or interest in and to the tangible property that Vendor Contractor intends to use or uses to provide the Services Services. Contractor represents that, as of the Effective Date: (a) there is no outstanding or anticipated civil or criminal litigation, arbitrated matter, or other dispute, in any forum, to which Contractor or any of its Affiliates is a party that, if decided unfavorably to Contractor or its Affiliates, would reasonably be expected to have a potential or actual material adverse effect on Contractor’s ability to fulfill its obligations hereunder; and Deliverables and (b) Contractor knows of no basis that might give rise to develop and implement any such litigation, arbitration, or other dispute in the Systems in accordance herewithforeseeable future. Vendor covenants Contractor warrants that it shall use all commercially reasonable efforts notify the County, within fifteen (15) days after Contractor first learns of any litigation, arbitration, or other dispute that would reasonably be expected to obtainhave a material adverse effect on Contractor’s ability to fulfill its obligations hereunder. Contractor warrants that, in performing the Services, Contractor shall comply, and cooperate with and assist not prevent the County in obtainingfrom complying, with all applicable laws, regulations, and policies, including: (a) all applicable immigration and labor laws and regulations; (b) all laws, regulations, and policies related to fair employment, employment of the handicapped and minorities and women, and the treatment of all employees without regard to discrimination by reason of race, color, religion, sex, national origin, or physical handicap; (c) all applicable data protection, nondisclosure, and privacy laws of any clearances relevant jurisdiction; and approvals (d) all applicable policies and procedures of the County’s End Users that are necessary to permit . Contractor represents that, as of the new Vendor Personnel to continue working on such End Users’ projects on and after the applicable Service Commencement Effective Date, except it is not in violation or material non-compliance with any laws, ordinances, statutes, rules, regulations, or orders of governmental or regulatory authorities to which it is subject, and that it has not failed to obtain any licenses, permits, franchises, or other governmental authorizations necessary for the County shall be responsible for ownership of its properties or the conduct of its business, to the extent that any costs associated with obtaining such clearances and approvalsviolation, non-compliance or failure, either individually or in the aggregate, might adversely affect Contractor’s business, properties, or financial condition, the consummation of the transactions contemplated by this Agreement, or the performance of Contractor’s obligations hereunder.