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to one or more credit reporting agencies. Any failure by the City to enforce this Agreement with <br />respect to one or more defaults by Upland will not waive the City's ability to enforce the Agreement <br />after that time. <br />PART 7. REPRESENTATIONS AND WARRANTIES <br />As of the Effective Date, Upland represents and warrants to the City, as follows: <br />Section 7.01. Organization. Upland is a duly organized corporation, validly existing and in <br />good standing under the laws of the State of Georgia and authorized to conduct business in the State <br />of Texas. The activities that Upland proposes to carry on under this Agreement may lawfully be <br />conducted by Upland. <br />Section 7.02. Authority. The execution, delivery and performance by Upland under this <br />Agreement are within Upland's powers and have been duly authorized. <br />Section 7.03. Valid and Binding Obligation. This Agreement is the legal, valid and <br />binding obligation of Upland, enforceable against Upland in accordance with its terms, subject to <br />applicable laws. <br />Section 7.04. No Defaults. Upland is not in default in the performance, observance or <br />fulfillment of any of the obligations, covenants or conditions contained in any agreement or <br />instrument to which Upland is a party or by which Upland or any of its property is bound that would <br />have any material adverse effect on Upland's ability to perform under this Agreement. <br />Section 7.05. Full Disclosure. Nothing in this Agreement contains any untrue statement of <br />a material fact or omits to state any material fact necessary to keep the statements contained herein <br />or therein, in the light of the circumstances in which they were made, from being misleading. <br />PART 8. MISCELLANEOUS <br />