Common use of Representations and Warranties of Operator Clause in Contracts

Representations and Warranties of Operator. Operator hereby represents and warrants to Municipality that, as of the date hereof: (a) It is a municipal corporation of the State of Texas duly organized, validly existing and in good standing under the laws of the State, with all legal right, power and authority to enter into this Agreement, to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and to enter into and perform its obligations under this Agreement. (b) This Agreement, Operator’s execution and delivery of this Agreement, and Operator’s performance of its obligations hereunder, have been duly and validly authorized by Operator by all necessary action. This Agreement has been validly executed and delivered by Operator and constitutes a legal, valid and binding obligation of Operator, enforceable in accordance with its terms. (c) Operator’s execution, delivery and performance of this Agreement will not conflict with, or result in any violation of, or constitute a default or a condition which upon notice of lapse of time, or both, would constitute a default, under the organizational documents of Operator nor under any judgment, order, writ, injunction, decree, rule, regulation, permit, license, bonds, debt instruments, note, agreement, mortgage, deed, contract or other instruments that apply to, or which bind, Operator or any of its assets or properties. (d) There are no actions, suits, proceedings or governmental investigations pending, or, to its best knowledge, threatened against it or its assets or properties, and no judgments, decrees, orders, rulings, writs or injunctions outstanding against it or its assets or properties, that would in any case have a material adverse effect upon Operator’s ability to execute this Agreement or otherwise to consummate and perform its obligations hereunder. (e) Operator is fully familiar with this Agreement and the obligations set forth herein, including all exhibits and schedules attached to this Agreement, if any, and Operator is capable of performing and complying with same.

Representations and Warranties of Operator. Operator hereby represents and warrants to Municipality that, as of the date hereof: (a) It it (i) is a municipal corporation of the State of Texas duly organized, validly existing and in good standing under the laws of the State, with State of Delaware and (ii) has all legal right, requisite corporate power and authority to enter into execute and deliver the O&M Agreement and this Agreement, to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, Recognition Agreement and to enter into and perform all of its obligations under this Agreement.thereunder and hereunder; (b) This Agreement, Operator’s the execution and delivery by it of the O&M Agreement and this Agreement, Recognition Agreement and Operator’s the performance by it of all of its obligations hereunder, thereunder and hereunder (i) have been duly and validly authorized by on behalf of Operator by all requisite corporate action necessary action. This to be taken prior to the date hereof; (ii) do not and will not violate or be in conflict with (1) any provision of the Certificate of Incorporation and By-Laws of Operator or (2) except as provided in paragraph (c), any existing requirement of law by which Operator is bound or to which it is subject; and (iii) to the best of its knowledge, do not and will not violate, be in conflict with result in a breach of, or constitute a default under (with or without the giving of notice or the passage of time or both) any material instrument, mortgage, indenture, agreement or other obligation to which it is a party or by which it or any of its assets and properties is bound or to which it or any of its assets and properties is subject; (c) on the basis of current law, all consents, approvals, or authorizations of, or registrations, declarations of or filings with, any governmental authority or any other person required to be obtained, given or taken on behalf of Operator as a condition of Operator's execution, delivery and performance of the O&M Agreement has and this Recognition Agreement have been validly duly obtained or give and are in full force and effect; and (d) the O&M Agreement and this Recognition Agreement have been duly executed and delivered by Operator and constitutes a are the legal, valid and binding obligation obligations of Operator, enforceable against it in accordance with its their respective terms, except as enforceability may be limited by (1) applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the rights or remedies of creditors generally and (2) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) Operator’s execution, delivery and performance of this Agreement will not conflict with, or result in any violation of, or constitute a default or a condition which upon notice of lapse of time, or both, would constitute a default, under the organizational documents of Operator nor under any judgment, order, writ, injunction, decree, rule, regulation, permit, license, bonds, debt instruments, note, agreement, mortgage, deed, contract or other instruments that apply to, or which bind, Operator or any of its assets or properties. (d) There are no actions, suits, proceedings or governmental investigations pending, or, to its best knowledge, threatened against it or its assets or properties, and no judgments, decrees, orders, rulings, writs or injunctions outstanding against it or its assets or properties, that would in any case have a material adverse effect upon Operator’s ability to execute this Agreement or otherwise to consummate and perform its obligations hereunder. (e) Operator is fully familiar with this Agreement and the obligations set forth herein, including all exhibits and schedules attached to this Agreement, if any, and Operator is capable of performing and complying with same.