Common use of Representations and Warranties of Contractor Clause in Contracts

Representations and Warranties of Contractor. CONTRACTOR hereby represents and warrants to the CITY the following: (a) CONTRACTOR is in good standing under the laws of the state of Missouri and each state in which it does business, except any such state where the failure to be in good standing would not have a material adverse effect on CONTRACTOR’s ability to perform this Contract in accordance with its terms. (b) The execution, delivery and performance by CONTRACTOR of this Contract have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of CONTRACTOR's board of directors; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained prior to the date hereof; (iii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect having applicability to CONTRACTOR or its articles or by-laws; and (iv) result in a breach of or constitute a default under any material agreement, lease or instrument to which CONTRACTOR is a party or by which it or its properties may be bound or affected. (c) CONTRACTOR shall not enter into any contract for the services to CITY that purports to grant a security interest or right of repossession to any person or entity respecting the services, or any portions thereof or chattels placed thereon. (d) There is no litigation, proceeding or other investigation pending or, to the knowledge of CONTRACTOR, threatened against CONTRACTOR which would prevent consummation of the transaction contemplated by this Contract or would have a materially adverse effect on CONTRACTOR.

Representations and Warranties of Contractor. CONTRACTOR hereby Contractor represents and warrants to the CITY the followingDistrict that: (a) CONTRACTOR Contractor is a Delaware corporation, duly organized, validly existing, and in good standing under the laws of the state State of Missouri Delaware, and has full power to engage in the business it presently conducts and contemplates conducting, and is and will be duly licensed or qualified and in good standing under the laws of the State of California and in each state in which other jurisdiction wherein the nature of the business transacted by it does business, except any makes such state licensing or qualification necessary and where the failure to be in good standing licensed or qualified would not have a material adverse effect on CONTRACTOR’s its ability to perform this Contract in accordance with its termsobligations hereunder. (b) Contractor has (either directly or through a Subcontractor) all the required authority, ability, skills, experience and capacity necessary to perform and shall diligently perform the Work in a timely and professional manner, utilizing sound procurement principles, project management procedures, construction procedures and supervisory procedures, all in accordance with Industry Standards. Contractor has (either directly or through a Subcontractor) the experience and skills necessary to determine, and Contractor has reasonably determined, that Contractor can perform the Work for the Work Order Price. (c) The execution, delivery and performance by CONTRACTOR Contractor of this Contract have been duly authorized by all necessary corporate action and do not and Agreement will not (i) require violate or conflict with any consent covenant, agreement or approval of CONTRACTOR's board of directors; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained prior to the date hereof; (iii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect having applicability to CONTRACTOR or its articles or by-laws; and (iv) result in a breach of or constitute a default under any material agreement, lease or instrument understanding to which CONTRACTOR it is a party or by which it or any of its properties may be or assets is bound or affected. , or its organizational documents or (cii) CONTRACTOR shall not enter into subject the System or any contract for the services to CITY that purports to grant a security interest or right of repossession component part thereof to any person lien other than as contemplated or entity respecting the services, or any portions thereof or chattels placed thereonpermitted by this Agreement. (d) There is are no litigationundisclosed actions, proceeding suits, proceedings, patent or other investigation license infringements or investigations pending or, to the knowledge of CONTRACTORContractor’s knowledge, threatened against CONTRACTOR which would prevent consummation it before any court or arbitrator that individually or in the aggregate could result in any materially (e) All goods, services, equipment, parts, and materials furnished in connection with the Work related to the System are new, unused and undamaged at the time of delivery to the transaction contemplated by Site. (f) The individual executing this Contract or would have a materially adverse effect Agreement on CONTRACTORbehalf of Contractor is duly authorized to execute and deliver this Agreement on behalf of Contractor and this Agreement is binding upon Contractor in accordance with its terms.