Agmt09 South Bay Recycling, LLC - Laserfiche WebLink

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1 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CONTRACTOR 2 3.01 CORPORATE STATUS 3 Contractor is a limited liability company duly organized, validly existing and in good 4 standing under the laws of the State of California, and is qualified to do business in the 5 State of California. It has the corporate power to own its properties and to carry on its 6 business as now owned and operated and as required by this Agreement. 7 3.02 CORPORATE AUTHORIZATION 8 Contractor has the authority to enter into and perform its obligations under this 9 Agreement. The Board of Managers of Contractor (and the Members, if necessary) 10 have taken all actions required by law, its articles of organization, its operating 11 agreement or otherwise to authorize the execution of this Agreement. The persons 12 signing this Agreement on behalf of Contractor have authority to do so. 13 3.03 STATEMENTS AND INFORMATION IN PROPOSAL 14 The Proposal susmitted to Authority by Contractor and information submitted to 15 Authority supplementary thereto, on which Authority has relied in entering into this 16 Agreement does not contain any untrue statement of a material fact nor omit to state a 17 material fact necessary in order to make the statements made, in light of the 18 circumstances in which they were made, not misleading. 19 3.04 NO CONFLICT WITH APPLICABLE LAW OR OTHER DOCUMENTS 20 Neither the execution and delivery by Contractor of this Agreement, nor the performance 21 by Contractor of its obligations hereunder (i) conflicts with, violates or will result in a 22 violation of any existing Applicable Law; or (ii) conflicts with, violates or will result in a 23 breach or default under any term or condition of any existing judgment, order or decree 24 of any court, administrative agency or other governmental authority, or of any existing 25 contract or instrument to which Contractor is a party, or by which Contractor or either of 26 its Members is bound. 27 3.05 NO LITIGATION 28 There is no action, suit, proceeding, or investigation at law or in equity, before or by any 29 court or governmental entity, pending or threatened against Contractor, or otherwise 30 affecting Contractor, wherein an unfavorable decision, ruling, or finding, in any single 31 case or in the aggregate, would materially adversely affect Contractor's performance 32 hereunder, or which, in any way, would adversely affect the validity or enforceability of 33 this Agreement, or which would have a material adverse effect on the financial condition 34 of Contractor or either of its Members. 35 3.06 FINANCIAL CONDITION 36 Contractor has made available to Authority information on its financial condition and that 37 of its Members. Contractor recognizes that Authority has relied on this information in 38 evaluating the sufficiency of Contractor's financial resources to perform this Agreement 39 and of its Members to guarantee that performance. To the best of Contractor's 40 knowledge, this information is complete and accurate, does not contain any material 41 misstatement of fact, and does not omit any fact necessary to prevent the information 42 provided from being materially misleading. Operating Agreement for Shoreway Center Page - 6 - 7/30/09