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79 ARTICLE 2 80 REPRESENTATION AND WARRANTIES OF 81 CONTRACTOR 82 Contractor represents and warrants, as of the date of its execution of this Agreement, the 83 following: 84 2.01 CORPORATE STATUS 85 Contractor is a corporation, duly organized, validly existing and in good standing under 86 the laws of the State of California, and is qualified to do business in the State of 87 California. 88 2.02 CORPORATE AUTHORIZATION 89 Contractor has the authority to enter into and perform its obligations under this 90 Agreement. The directors (and shareholders, if necessary) of Contractor have taken all 91 actions required by law, the articles of incorporation and bylaws or otherwise to 92 authorize the execution of this Agreement. 93 2.03 AGREEMENT DULY EXECUTED 94 The persons signing this Agreement on behalf of Contractor have been authorized to do 95 so and the Secretary's Certificate in Attachment R confirms this. Upon the Effective 96 Date, this Agreement will constitute a legal, valid and binding obligation of Contractor. 97 2.04 NO CONFLICT WITH APPLICABLE LAW OR OTHER DOCUMENTS 98 Neither the execution and delivery by Contractor of this Agreement, nor the performance 99 by Contractor of its obligations hereunder (i) conflicts with, violates, or will result in a 100 violation of any existing Applicable Law; or (ii) conflicts with, violates, or will result in a 101 breach or default under any term or condition of any existing judgment, order, or decree 102 of any court, administrative agency or other governmental authority, or of any existing 103 contract or instrument to which Contractor is a party or by which Contractor is bound. 104 2.05 NO LITIGATION 105 There is no action, suit, proceeding, or investigation at law or in equity, before or by any 106 court or governmental entity, pending or threatened against Contractor, or otherwise 107 affecting Contractor, wherein an unfavorable decision, ruling, or finding, in any single 108 case or in the aggregate, would (a) materially adversely affect Contractor's performance 109 hereunder, (b) adversely affect the validity or enforceability of this Agreement, or (c) 110 have a material adverse effect on the financial condition of Contractor or the entity 111 providing the guaranty of Contractor's performance. 112 2.06 FINANCIAL CONDITION 113 Contractor has made available to Agency information on its financial condition. 114 Contractor recognizes that Agency has relied on this information in evaluating the 115 sufficiency of Contractor's financial resources to perform this Agreement. To the best of 116 Contractor's knowledge, this information is complete and accurate, does not contain any REV: 03-16-18 MI Page 4 of 126 ATTY/AGR.2018.054/Recology of San Mateo