Common use of Department Representations and Warranties Clause in Contracts

Department Representations and Warranties. The Department hereby represents and warrants to the Development Entity that: (a) The Department is an executive agency of the Commonwealth, and has the requisite power and all required licenses to carry on its present activities and those proposed under the Principal Department Documents. (b) The Department has the full power and authority to execute, deliver and perform each Principal Department Document and to carry out the transactions contemplated thereby. The execution, delivery and performance of each Principal Department Document, and the performance of the transactions contemplated thereby, have been duly and validly authorized by all necessary action of the Department. Each Principal Department Document has been duly and validly executed and delivered by the Department, and each constitutes a valid and binding obligation of the Department, enforceable against the Department in accordance with its terms, subject only to: (i) the effect of bankruptcy, insolvency, reorganization, moratorium, or other similar Laws now or hereafter in effect affecting, generally, the enforcement of creditor’s rights and remedies; (ii) the effect of Applicable Laws governing equitable remedies and defenses, and the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, the doctrine of sovereign immunity; (iii) the effect of Applicable Law governing enforcement and collection of damages against the Department, including, without limitation, the doctrine of sovereign immunity; and (iv) Applicable Law concerning the review and approval of contracts, as to form and legality, by the Office of General Counsel of the Commonwealth and the Office of the Attorney General of the Commonwealth. (c) The execution, delivery and performance of each Principal Department Document by the Department do not: (i) violate any Applicable Law applicable to the Department or the Department’s ability to fully perform its obligations thereunder; (ii) require any consent, approval, or authorization of, notice to, or declaration, filing, or registration with any Person not obtained or accomplished as of the Commercial Closing Date; or (iii) to the knowledge of the Department, conflict with, or result in a default under or a violation of, any other agreement or instruments to which the Department is a party or by which it is bound. (d) To the knowledge of the Department, there is no material action, suit, proceeding, investigation or litigation pending and served upon the Department that challenges either the Department’s authority to execute, deliver, or perform any of the Principal Department Documents, the validity or enforceability of any of the Principal Department Documents, or the authority of the Department official executing any of the Principal Department Documents.

Department Representations and Warranties. The Department hereby represents and warrants to the Development Entity that: (a) The Department is an executive agency of the Commonwealth, and has the requisite power and all required licenses to carry on its present activities and those proposed under the Principal Department Documents. (b) The Department has the full power and authority to execute, deliver and perform each Principal Department Document and to carry out the transactions contemplated thereby. The execution, delivery and performance of each Principal Department Document, and the performance of the transactions contemplated thereby, have been duly and validly authorized by all necessary action of the Department. Each Principal Department Document has been duly and validly executed and delivered by the Department, and each constitutes a valid and binding obligation of the Department, enforceable against the Department in accordance with its terms, subject only to: (i) the effect of bankruptcy, insolvency, reorganization, moratorium, or other similar Laws now or hereafter in effect affecting, generally, the enforcement of creditor’s rights and remedies; (ii) the effect of Applicable Laws governing equitable remedies and defenses, and the discretion of any court of competent jurisdiction in awarding equitable remedies, including, without limitation, the doctrine of sovereign immunity; (iii) the effect of Applicable Law Laws governing enforcement and collection of damages against the Department, including, without limitation, the doctrine of sovereign immunity; and (iv) Applicable Law Laws concerning the review and approval of contracts, as to form and legality, by the Office of General Counsel of the Commonwealth and the Office of the Attorney General of the Commonwealth. (c) The execution, delivery and performance of each Principal Department Document by the Department do not: (i) violate any Applicable Law applicable to the Department or the Department’s ability to fully perform its obligations thereunder; (ii) require any consent, approval, or authorization of, notice to, or declaration, filing, or registration with any Person not obtained or accomplished as of the Commercial Closing Date; or (iii) to the knowledge of the Department, conflict with, or result in a default under or a violation of, any other agreement or instruments to which the Department is a party or by which it is bound. (d) To the knowledge of the Department, there is no material action, suit, proceeding, investigation or litigation pending and served upon the Department that challenges either the Department’s authority to execute, deliver, or perform any of the Principal Department Documents, the validity or enforceability of any of the Principal Department Documents, or the authority of the Department official executing any of the Principal Department Documents.