Common use of REPRESENTATIONS AND WARRANTIES OF THE AGENCY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants that: it is a [_______] under Delaware law and has all requisite power and authority to enter into and perform its obligations under this Agreement, the Guaranteed Savings Agreement and the Installment Payment Agreement (collectively, the “Agency Agreements”) and to carry out the terms thereof and the transactions contemplated thereby; the execution, delivery and performance by Agency of the Agency Agreements have been duly authorized by all necessary action on the part of Agency and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of the Agency, except as has been obtained; each Agency Agreement (i) has been duly executed and delivered on behalf of Agency by authorized officers of Agency, and constitutes the legal, valid and binding obligation of Agency, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability which may be imposed by application of equitable principles, (ii) in full force and effect and (iii) not been assigned by the Agency; to the knowledge of the Agency, there is no action, suit, proceeding or investigation pending or threatened against the Agency or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by the Agency of its obligations under any Agency Agreement or that questions the validity, binding effect or enforceability of any Agency Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated thereby; the execution, delivery and performance by the Agency of the Agency Agreement and the consummation of the transactions contemplated thereby, do not and will not conflict with, or result in any violation of, any term of its organizational documents, or of any contract or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to it or any of its properties or by which it or its properties may be bound or affected; no consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any federal, state or local government or public body, authority or agency is required in connection with the valid authorization, execution and delivery by the Agency of the Agency Agreement, except those that have been obtained; and

REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants that: it to the Contractor that (i) the Agency is a [_______] public benefit corporation duly organized, validly existing and in good standing under Delaware law the laws of the State of New York; (ii) this Agreement has been executed by an authorized officer of the Agency, and has all requisite heretofore delivered to the Contractor evidence of such authority; (iii) it has the full power and authority to enter into execute and perform its obligations under deliver this Agreement, the Guaranteed Savings Agreement and the Installment Payment Agreement (collectively, documents contemplated hereby to the “Agency Agreements”) Contractor and to carry out the terms thereof and the transactions contemplated thereby; the executionhereby, delivery and performance by Agency all of the Agency Agreements which have been duly authorized by all necessary action on the part of Agency Board in accordance with and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation the laws of the Agency, except as has been obtainedState of New York; each Agency (iv) this Agreement (i) has been duly executed and delivered on behalf of Agency by authorized officers of Agency, and constitutes the legal, valid and binding obligation of Agency, the Agency enforceable against the Agency in accordance with its terms terms, subject only to applicable bankruptcy, insolvency, moratoriumreorganization, and other moratoriums or similar laws applicable to creditors’ at the time in effect affecting the enforceability or rights of creditors generally and also subject to any limitations on enforceability by general equitable principles which may be imposed by application of limit the right to obtain equitable principles, remedies; (iiv) in full force and effect and (iii) not been assigned by the Agency; to the knowledge of the Agency, there is no action, suit, proceeding or investigation pending or threatened against the Agency or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by the Agency of its obligations under any Agency Agreement or that questions the validity, binding effect or enforceability of any Agency Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated thereby; the execution, delivery and performance by the Agency of the Agency this Agreement and the consummation of the documents and transactions contemplated thereby, hereby do not and will not (1) violate any provision of the organizational documents of the Agency, (2) conflict with, or result in any violation of, any term of its organizational documents, or of any contract or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to it or any of its properties or by which it or its properties may be bound or affected; no consent, approval, order or authorization the breach of, or registration, declaration or filing withconstitute a default under, or giving of notice toresult in the termination, obtaining cancellation or acceleration, in any material respect, of any license right or permit from, or taking of any other action with respect to, any federal, state or local government or public body, authority or agency is required in connection with the valid authorization, execution and delivery by the Agency obligation of the Agency Agreementunder any contract, except those that have been obtainedlicense, agreement or other instrument to which the Agency is a party or to which its assets are subject or (3) materially violate or result in a breach under any law or other restriction to which the Agency is subject; (vi) there is no litigation, investigation or proceeding by or before any court, government authority or arbitrator pending, or to the knowledge of the Agency threatened, which questions this Agreement or which would affect or may affect the transactions contemplated hereby; and