Common use of Representations and Warranties of the DESIGN BUILD CONTRACTOR Clause in Contracts

Representations and Warranties of the DESIGN BUILD CONTRACTOR. In addition to any other representations and warranties made by the DESIGN BUILD CONTRACTOR hereunder, the DESIGN BUILD CONTRACTOR represents and warrants that: 10.2.1 The DESIGN BUILD CONTRACTOR is a Corporation, duly organized, validly existing, and in good standing under the laws of Texas. The DESIGN BUILD CONTRACTOR has the authority to do business in the State of Texas and in any state in which it conducts its activities, with the full legal right, power and authority to enter into and perform its obligations under this Contract. 10.2.2 This Contract has been duly authorized, executed and delivered by all necessary corporate action of the DESIGN BUILD CONTRACTOR and constitutes a legal, valid and binding obligation of the DESIGN BUILD CONTRACTOR, enforceable against the DESIGN BUILD CONTRACTOR in accordance with its terms, except to the extent that its enforceability may be limited by the Bankruptcy Code or by equitable principles of general application. 10.2.3 To the best of its knowledge after due inquiry, neither the execution nor delivery by the DESIGN BUILD CONTRACTOR of this Contract nor the performance by the DESIGN BUILD CONTRACTOR of its obligations in connection with the transactions contemplated hereby nor the fulfillment by the DESIGN BUILD CONTRACTOR of the terms or conditions hereof: (a) conflicts with, violates, or results in a breach of any constitution, law, governmental regulation, by-laws, or certificates of incorporation applicable to the DESIGN BUILD CONTRACTOR; or (b) conflicts with, violates or results in a breach of any order, judgment, or decree, or any contract, agreement, or instrument to which the DESIGN BUILD CONTRACTOR is a party or by which the DESIGN BUILD CONTRACTOR or any of its properties or assets are bound, or constitutes a default under any of the foregoing. 10.2.4 No approval, authorization, order or consent of, or declaration, registration, or filing with, any Governmental Authority is required for the valid execution and delivery of this Contract by the DESIGN BUILD CONTRACTOR except as such have been duly obtained or made.

Representations and Warranties of the DESIGN BUILD CONTRACTOR. In addition to any other representations and warranties made by the DESIGN DESIGN-BUILD CONTRACTOR hereunder, the DESIGN DESIGN-BUILD CONTRACTOR represents and warrants that: 10.2.1 9.2.1 The DESIGN DESIGN-BUILD CONTRACTOR is a Corporation[type of legal entity], duly organized, validly existing, and in good standing under the laws of Texas. The DESIGN DESIGN-BUILD CONTRACTOR has the authority to do business in the State of Texas and in any state in which it conducts its activities, with the full legal right, power and authority to enter into and perform its obligations under this Contract. 10.2.2 9.2.2 This Contract has been duly authorized, executed and delivered by all necessary corporate action of the DESIGN DESIGN-BUILD CONTRACTOR and constitutes a legal, valid and binding obligation of the DESIGN DESIGN-BUILD CONTRACTOR, enforceable against the DESIGN DESIGN-BUILD CONTRACTOR in accordance with its terms, except to the extent that its enforceability may be limited by the Bankruptcy Code or by equitable principles of general application. 10.2.3 9.2.3 To the best of its knowledge after due inquiry, neither the execution nor delivery by the DESIGN DESIGN-BUILD CONTRACTOR of this Contract nor the performance by the DESIGN DESIGN-BUILD CONTRACTOR of its obligations in connection with the transactions contemplated hereby nor the fulfillment by the DESIGN DESIGN-BUILD CONTRACTOR of the terms or conditions hereof: (a) conflicts with, violates, or results in a breach of any constitution, law, governmental regulation, by-laws, or certificates of incorporation applicable to the DESIGN DESIGN-BUILD CONTRACTOR; or (b) conflicts with, violates or results in a breach of any order, judgment, or decree, or any contract, agreement, or instrument to which the DESIGN DESIGN-BUILD CONTRACTOR is a party or by which the DESIGN DESIGN-BUILD CONTRACTOR or any of its properties or assets are bound, or constitutes a default under any of the foregoing. 10.2.4 9.2.4 No approval, authorization, order or consent of, or declaration, registration, or filing with, any Governmental Authority is required for the valid execution and delivery of this Contract by the DESIGN DESIGN-BUILD CONTRACTOR except as such have been duly obtained or made. 9.2.5 Except as disclosed in writing to the City, there is no legal proceeding, at law or in equity, before or by any court, arbitral tribunal, or other Governmental Authority pending or, to the best of the DESIGN-BUILD CONTRACTOR’s knowledge after due inquiry, overtly threatened or publicly announced against the DESIGN-BUILD CONTRACTOR, in which an unfavorable decision, ruling, or finding could reasonably be expected to have a material and adverse effect on the execution and delivery of this Contract by the DESIGN-BUILD CONTRACTOR or the validity, legality, or enforceability of this Contract against the DESIGN-BUILD CONTRACTOR, or any other agreement or instrument entered into by the DESIGN-BUILD CONTRACTOR in connection with the transactions contemplated hereby, or on the ability of the DESIGN-BUILD CONTRACTOR to perform its obligations hereunder or under any such other agreement or instrument. 9.2.6 Except as disclosed in writing to the City, there are no material and adverse claims or demands based in environmental, contract, or tort law pending or threatened against the DESIGN-BUILD CONTRACTOR or any of its Affiliates with respect to any facilities designed or constructed by the DESIGN-BUILD CONTRACTOR or any of its Affiliates that would have a material and adverse effect upon the ability of the DESIGN-BUILD CONTRACTOR to perform the Work. 9.2.7 Neither the DESIGN-BUILD CONTRACTOR nor any of its Affiliates has any knowledge of any material violation of any law, order, rule, or regulation with respect to any facilities designed or constructed by the DESIGN-BUILD CONTRACTOR or any of its Affiliates. 9.2.8 The information supplied and representations and warranties made by the DESIGN- BUILD CONTRACTOR in all submittals made in response to the RFQ with respect to the DESIGN-BUILD CONTRACTOR (and to its knowledge, all information supplied in such submittals with respect to any Affiliate or DB-Related Entity) are true, correct, and complete in all material respects. 9.2.9 The DESIGN-BUILD CONTRACTOR is under no obligation, commitment or impediment of any kind, whether contractual or otherwise, that will limit or prevent performance of its obligations under this Contract. 9.2.10 The DESIGN-BUILD CONTRACTOR is financially secure and no action relating to the Bankruptcy Code or suspension of payments by the DESIGN-BUILD CONTRACTOR or any Affiliate has, to the best of its knowledge after due inquiry, been taken or is threatened.