Common use of Representations and Warranties of Department Clause in Contracts

Representations and Warranties of Department. As of the date hereof, Department makes the following representations and warranties: (a) Pursuant to Water Code Section 80000 et seq., Department is authorized and empowered to enter into this Agreement and has taken all requisite action to carry out its obligations hereunder. By proper action of its officers, Department has duly authorized the execution and delivery of this Agreement. (b) The execution, delivery and performance by Department of this Agreement and the consummation by Department of the transactions herein contemplated have been duly authorized and will not violate any provision of Law in any material respect, or any order or judgment of any court or agency of government having jurisdiction thereover, or be in material conflict with or result in a material breach of or constitute (with due notice and/or lapse of time) a material default under any material indenture, material agreement or other material instrument to which Department is a party or by which it or any of its property is subject to or bound. (c) Assuming due and proper execution hereof by Seller, this Agreement, constitutes the legal, valid and binding obligation of Department enforceable against Department in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors' rights generally and subject to general rules of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) There is no substantive action or proceeding pending or, to the best knowledge of Department, threatened by or against Department by or before any court or administrative agency that might adversely affect the ability of Department to perform its obligations under this Agreement and all material authorizations, consents and approvals of Governmental Authorities required to be obtained by Department as of the date hereof in connection with the execution and delivery of this Agreement or in connection with the performance of the obligations of Department hereunder have been obtained. (e) All persons representing Department are the duly appointed incumbents in their positions in good standing in accordance with applicable Law. (f) Entry into and performance of this Agreement by Department is for a proper public purpose under the Act and all other relevant constitutional, organic or other governing documents and applicable Law. (g) The Term does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or governing documents and applicable Law. (h) Department's obligations to make payments hereunder do not constitute any kind of indebtedness of Department or create any kind of lien on, or security interest in, any property or revenues of Department which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or governing documents and applicable Law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.

Representations and Warranties of Department. As of the date hereof, Department makes the following representations represents and warrantieswarrants to Seller that: (a) Pursuant to Water Code Section 80000 et seq.the Act, Department is authorized and empowered to enter into the transactions contemplated by this Agreement and has taken all requisite action to carry out its obligations hereunder. By proper action of its officers, Department has duly authorized the execution and delivery of this Agreement. (b) The execution, delivery and performance by Department of this Agreement and the consummation by Department of the transactions herein contemplated have been duly authorized and will not violate any provision of Law law in any material respect, or any order or judgment of any court or agency of government having jurisdiction thereover, or be in material conflict with or result in a material breach of or constitute (with due notice and/or lapse of time) a material default under any material indenture, material agreement or other material instrument to which Department is a party or by which it or any of its property is subject to or bound. (c) Assuming due and proper execution hereof by Seller, this Agreement, Agreement constitutes the legal, valid and binding obligation of Department enforceable against Department in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws affecting creditors' rights generally and subject to general rules of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) There is no substantive action or proceeding pending or, to the best knowledge of Department, threatened by or against Department by or before any court or administrative agency that might adversely affect the ability of Department to perform its obligations under this Agreement and all material authorizations, consents and approvals of Governmental Authorities required to be obtained by Department as of the date hereof in connection with the execution and delivery of this Agreement or in connection with the performance of the obligations of Department hereunder have been obtained. (e) All persons representing Department are the duly appointed incumbents in their positions in good standing in accordance with applicable Lawlaw. (fe) Entry into and performance of this Agreement by Department is for a proper public purpose under the Act and all other relevant constitutional, organic or other governing documents and applicable Lawlaw. (gf) The Term does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or governing documents and applicable Lawlaw relevant constitutional, organic or governing documents and applicable law. (hg) Department's obligations Obligations to make payments hereunder do not constitute any kind of indebtedness of Department or create any kind of lien on, or security interest in, any property or revenues of Department which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or governing documents and applicable Lawlaw, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.

Representations and Warranties of Department. As of the date hereof, Department makes the following representations represents and warrantieswarrants to Seller that: (a) Pursuant to Water Code Section 80000 et seq.the Act, Department is authorized and empowered to enter into the transactions contemplated by this Agreement and has taken all requisite action to carry out its obligations hereunder. By proper action of its officers, Department has duly authorized the execution and delivery of this Agreement. (b) The execution, delivery and performance by Department of this Agreement and the consummation by Department of the transactions herein contemplated have been duly authorized and will not violate any provision of Law law in any material respect, or any order or judgment of any court or agency of government having jurisdiction thereover, or be in material conflict with or result in a material breach of or constitute (with due notice and/or lapse of time) a material default under any material indenture, material agreement or other material instrument to which Department is a party or by which it or any of its property is subject to or bound. (c) Assuming due and proper execution hereof by Seller, this Agreement, Agreement constitutes the legal, valid and binding obligation of Department enforceable against Department in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws laws affecting creditors' ’ rights generally and subject to general rules of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) There is no substantive action or proceeding pending or, to the best knowledge of Department, threatened by or against Department by or before any court or administrative agency that might adversely affect the ability of Department to perform its obligations under this Agreement and all material authorizations, consents and approvals of Governmental Authorities required to be obtained by Department as of the date hereof in connection with the execution and delivery of this Agreement or in connection with the performance of the obligations of Department hereunder have been obtained. (e) All persons representing Department are the duly appointed incumbents in their positions in good standing in accordance with applicable Lawlaw. (fe) Entry into and performance of this Agreement by Department is for a proper public purpose under the Act and all other relevant constitutional, organic or other governing documents and applicable Lawlaw. (gf) The Term does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or governing documents and applicable Lawlaw relevant constitutional, organic or governing documents and applicable law. (hg) Department's obligations Obligations to make payments hereunder do not constitute any kind of indebtedness of Department or create any kind of lien on, or security interest in, any property or revenues of Department which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or governing documents and applicable Lawlaw, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.

Representations and Warranties of Department. As of the date hereof, Department makes the following representations and warranties: (a) Pursuant to Water Code Section 80000 et seq., Department is authorized and empowered to enter into this Termination Agreement and has taken all requisite action to carry out its obligations hereunder. By proper action of its officers, Department has duly authorized the execution and delivery of this Termination Agreement. (b) The execution, delivery and performance by Department of this Termination Agreement and the consummation by Department of the transactions herein contemplated have been duly authorized and will not violate any provision of Law in any material respect, or any order or judgment of any court or agency of government having jurisdiction thereover, or be in material conflict with or result in a material breach of or constitute (with due notice and/or lapse of time) a material default under any material indenture, material agreement or other material instrument to which Department is a party or to which or by which it or any of its property is subject to or bound. (c) Assuming due and proper execution hereof by Seller, this Agreement, Termination Agreement constitutes the legal, valid and binding obligation of Department enforceable against Department in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors' rights generally and subject to general rules of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (d) There is no substantive action or proceeding pending or, to the best knowledge of Department, threatened by or against Department by or before any court or administrative agency that might adversely affect the ability of Department to perform its obligations under this Termination Agreement and all material authorizations, consents and approvals of Governmental Authorities required to be obtained by Department as of the date hereof in connection with the execution and delivery of this Termination Agreement or in connection with the performance of the obligations of Department hereunder have been obtained. (e) All persons representing Department are the duly appointed incumbents in their positions in good standing in accordance with applicable Law. (f) Entry into and performance of this Termination Agreement by Department is for a proper public purpose under the Act and all other relevant constitutional, organic or other governing documents and applicable Law. (g) The Term does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or governing documents and applicable Law. (h) Department's obligations to make payments hereunder do not constitute any kind of indebtedness of Department or create any kind of lien on, or security interest in, any property or revenues of Department which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or governing documents and applicable Law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.