Common use of OVG Representations and Warranties Clause in Contracts

OVG Representations and Warranties. (i) OVG is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware and has the power, right, authority, and legal capacity to execute and deliver this MOU, the Transaction Documents, and the other documents, instruments, certificates, and agreements required to be executed and delivered by it hereunder and to enter into and perform the transactions contemplated hereby, and to carry on the business now conducted or proposed to be conducted by it. OVG has taken all limited liability company action required to execute, deliver, and perform this MOU and the transaction, and has caused this MOU to be executed by its duly authorized officers. (ii) Neither the entry into nor the performance of this MOU, or the entering into of the Transaction Documents, by OVG will (A) violate, conflict with, result in a breach under, or constitute a default under, any corporate charter, certificate of incorporation, by-law, partnership agreement, limited liability company agreement, indenture, contract, agreement, permit, judgment, decree, or order to which OVG is a party or by which OVG is bound, or (B) require the consent of any third party other than as has already been obtained. (iii) There are no judgments, orders or decrees of any kind against OVG unpaid or unsatisfied of record or any legal action, suit, or other legal or administrative proceeding pending, threatened, or reasonably anticipated which could be filed before any court or administrative agency which has, or is likely tDRAFoT have, a material adverse effect on the ability of OVG to perform its obligations under this MOU. (iv) OVG has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law relating to bankruptcy or insolvency, nor has any such petition been filed against OVG. No general assignment of OVG’s land or other assets has been made for the benefit of creditors, and no receiver, master, liquidator, or trustee has been appointed for OVG or any of its land or other assets. OVG is not insolvent and the consummation of the transactions contemplated by this MOU shall not render OVG insolvent.

OVG Representations and Warranties. OVG hereby represents, warrants, and covenants to Owner as follows: (ia) OVG is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware and that it has the full legal right, power, right, authorityand authority to enter into this Agreement and to grant the rights and perform the obligations of OVG herein, and legal capacity to execute and deliver this MOU, the Transaction Documents, and the other documents, instruments, certificates, and agreements that no third-party consent or approval is required to be grant such rights or perform such obligations hereunder; (b) that this Agreement has been duly executed and delivered by it hereunder OVG and constitutes a valid and binding obligation of OVG, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or similar Laws affecting creditors’ rights generally or by general equitable principles; (c) that OVG will comply with all Laws applicable to enter into its management of the Facility, provided that OVG shall not be required to undertake any compliance activity, nor shall OVG have any liability under this Agreement therefor if such activity requires any Capital Expenditure or funding of an Operating Expense that is not funded by Owner; (d) that OVG shall, to the best of its knowledge and perform belief, comply with all applicable provisions of the transactions contemplated herebyAmericans with Disabilities Act, all applicable amendments thereto, and all applicable federal regulations promulgated thereunder (collectively, the “ADA”); (e) that, to carry the best of its knowledge and belief, all programs, policies, and alterations of any type initiated by OVG shall comply with the 2010 Standards for Accessible Design, the ADA Title II regulation, Section 504 of the 1973 Rehabilitation Act, all applicable amendments thereto, and all similar statutes and regulations prohibiting discrimination on the business now conducted basis of disability; (f) that OVG shall, to the best of its knowledge and belief, ensure that its websites and all online services, including those websites or proposed online services provided by third parties upon which OVG relies to be conducted by itprovide services or content, comply with, at minimum, Web Content Accessibility Guidelines – WCAG 2.1 AA; (g) that, to the best of its knowledge and belief, no relationship exists or will exist, during the Term hereof, between OVG and Owner that is a conflict of interest. The provisions of Iowa Code Chapter 68B (Government Ethics and Lobbying Act) shall apply to this Agreement. Accordingly, OVG shall promptly report any potential conflicts of interest to Owner; (h) that OVG has not employed any person to solicit or procure this Agreement. OVG has not either directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive procurement in connection with this Agreement; (i) that, to the best of its knowledge and belief, all limited liability company action required the materials and services produced or provided to executeOwner pursuant to the terms of this Agreement shall be wholly original with OVG or that OVG has secured all applicable interests, deliverrights, licenses, permits, or other intellectual property rights in such materials and services. OVG represents and warrants, to the best of its knowledge and belief, that said materials and services, and perform Owner’s use of the same, in accordance with this MOU Agreement, and the transaction, and has caused this MOU to be executed exercise by its duly authorized officers. (ii) Neither the entry into nor the performance of this MOU, or the entering into Owner of the Transaction Documentsrights granted to it by this Agreement, by OVG in accordance with this Agreement, will (A) violate, conflict with, result in a breach undernot infringe upon any other work or violate the rights of publicity or privacy of, or constitute a default underlibel or slander against, any corporate charterperson, certificate firm, or corporation. OVG further represents and warrants, to the best of incorporationits knowledge and belief, by-that said materials and services do not infringe upon the copyright, trademark, trade name, trade dress, patent, statutory or common law, partnership agreement, limited liability company agreement, indenture, contract, agreement, permit, judgment, decree, or order to which OVG is a party or by which OVG is bound, or (B) require the consent any other rights of any third party other than as has already been obtained. (iii) There are no judgmentsperson, orders or decrees of any kind against OVG unpaid or unsatisfied of record or any legal actionfirm, suitcorporation, or other legal or administrative proceeding pending, threatened, or reasonably anticipated which could be filed before any court or administrative agency which has, or is likely tDRAFoT have, a material adverse effect on the ability of OVG to perform its obligations under this MOUentity. (iv) OVG has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law relating to bankruptcy or insolvency, nor has any such petition been filed against OVG. No general assignment of OVG’s land or other assets has been made for the benefit of creditors, and no receiver, master, liquidator, or trustee has been appointed for OVG or any of its land or other assets. OVG is not insolvent and the consummation of the transactions contemplated by this MOU shall not render OVG insolvent.