Res 2005-127 - Laserfiche WebLink

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ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.1. REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that: (A) Existence and Powers. The City is a municipal corporation of the State, validly existing under the laws of the State, with full legal right, power and authority to enter into and to perform its obligations under this Service Contract. (B) Due Authorization and Binding Obligation. This Service Contract has been duly authorized, executed and delivered by all necessary action of the City and constitutes a legal, valid and binding obligation of the City, enforceable against the City in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights from time to time in effect and by equitable principles of general application. (C) No Conflict. To the best of its knowledge, neither the execution and delivery by the City of this Service Contract nor the performance by the City of its obligations in connection with the transactions contemplated hereby or the fulfillment by the City of the terms or conditions hereof: (1) conflicts with, violates or results in a breach of any constitution, law or governmental regulation applicable to the City; or (2) conflicts with, violates or results in a breach of any order, judgment or decree, or any contract, agreement or instrument to which the City is a party or by which the City or any of its properties or assets are bound, or constitutes a default under any of the foregoing. (D) No Approvals Required. No approval, authorization, order or consent of, or declaration, registration or filing with, any Govemmental Body is required for the valid execution and delivery of this Service Contract by the City or the performance of its payment or other obligations hereunder except such as have been duly obtained or made. (E) No Litigation. Except as disclosed in writing to the Authority, to the best of its knowledge, there is no Legal Proceeding before or by any Govemmental Body pending or, to the best of the City's knowledge, overtly threatened or publicly announced against the City, in which an unfavorable decision, ruling or fmding could reasonably be expected to have a material and adverse effect on the execution and delivery of this Service Contract by the City, or the validity, legality or enforceability of this Service Contract against the City or any other agreement or instrument entered into by the City in connection with the transactions contemplated hereby, or on the ability of the City to perform its obligations hereunder or under any such other agreement or instrument. (F) Applicable Law Compliance. Except as disclosed in writing to the Authority, to the best of its knowledge, the City is not in material violation of any law, order, 21