Laserfiche WebLink
1 <br /> 6.3A <br /> Page 15 <br /> 1 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CONTRACTOR <br /> 2 3.01 CORPORATE STATUS , <br /> 3 Contractor is a limited liability company duly organized, validly existing and in good �' <br /> 4 standing under the laws of the State of California, and is qualified to do business in the <br /> 5 State of California. It has the corporate power to own its properties and to carry on its <br /> 6 business as now owned and operated and as required by this Agreement. <br /> 7 3.02 CORPORATE AUTHORIZATION <br /> 8 Contractor has the authority to enter into and perForm its obligations under this <br /> 9 Agreement. The Board of Managers of Contractor (and the Members, if necessary) <br /> 10 have taken all actions required by law, its articles of organization, its operating <br /> 11 agreement or othennrise to authorize the execution of this Agreement. The persons <br /> 12 signing this Agreement on behalf of Contractor have authority to do so. <br /> 13 3.03 STATEMENTS AND INFORMATION IN PROPOSAL <br /> 14 The Proposal submitted to Authority by Contractor and information submitted to <br /> 15 Authority supplementary thereto, on which Authority has relied in entering into this <br /> ' 16 Agreement does not contain any untrue statement of a material fact nor omit to state a <br /> 17 material fact necessary in order to make the statements made, in light of the <br /> 18 circumstances in which they were made, not misleading. <br /> 19 3.04 NO CONFLICT WITH APPLICABLE LAW OR OTHER DOCUMENTS <br /> 20 Neither the execution and delivery by Contractor of this Agreement, nor the performance <br /> 21 by Contractor of its obligations hereunder (i) conflicts with, violates or will result in a <br /> 22 violation of any existing Applicable Law; or (ii) conflicts with, violates or will result in a <br /> 23 breach or default under any term or condition of any existing judgment, order or decree <br /> 24 of any court, administrative agency or other govemmental authority, or of any existing <br /> 25 contract or instrument to which Contractor is a party, or by which Contractor or either of <br /> 26 its Members is bound. <br /> 27 3.05 NO LITIGATION <br /> 28 There is no action, suit, proceeding, or investigation at law or in equity, before or by any <br /> 29 court or governmental entity, pending or threatened against Contractor, or otherwise <br /> 30 affecting Contractor, wherein an unfavorable decision, ruling, or finding, in any single <br /> 31 case or in the aggregate, would materialfy adversely affect Contractor's performance <br /> 32 hereunder, or which, in any way, would adversely affect the validity or enforceability of <br /> 33 this Agreement, or which would have a material adverse effect on the financial condition <br /> 34 of Contractor or either of its Members. <br /> 35 3.06 FINANCIAL CONDITION <br /> 36 Contractor has made available to Authority information on its financial condition and that <br /> 37 of its Members. Contractor recognizes that Authority has relied on this information in <br /> 38 evaluating the sufficiency of Contractor's financial resources to perForm this Agreement <br /> 39 and of its Members to guarantee that performance. To the best of Contractor's <br /> 40 knowledge, this information is complete and accurate, does not contain any material <br /> 41 misstatement of fact, and does not omit any fact necessary to prevent the information <br /> 42 provided from being materially misleading. <br /> Operating Agreement far Shoreway Center <br /> Page - 6 - 7/30l09 <br />