Agmt 2008 Siemens Building Technologies Inc

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(a) It has all requisite corporate power and statutory authority to enter into this Agreement, and that its execution hereof has been duly authorized and does not and will not constitute a breach or violation of any of Siemens' organizational documents, any applicable laws or regulations, or any agreements with third parties; (b) It has done and will continue to do all things necessary to preserve and keep in full force and effect its existence and the Agreement; (c) This Agreement is the legal, valid, and binding obligation of Siemens, in accordance with its terms, and all requirements have been met and procedures have been followed by Siemens to ensure the enforceability of the Agreement; (d) To Siemens' best knowledge, there is no pending or threatened suit, action, litigation or proceeding against or affecting Siemens that affects the validity or enforceability of this Agreement; and (e) It is duly authorized to do business in all locations where the Work and Services are to be performed. 1.5 The City represents, warrants and covenants to Siemens that: (a) It has all requisite corporate power and statutory authority to enter into this Agreement, and that its execution hereof has been duly authorized and does not and will not constitute a breach or violation of any of City s organizational documents, any applicable laws or regulations, or any agreements with third parties; (b) It has done and will continue to do all things necessary to preserve and keep in full force and effect its existence and the Agreement; (c) This Agreement is the legal, valid, and binding obligation of City, in accordance with its terms, and all requirements have been met and procedures have been followed by City to ensure the enforceability of the Agreement; (d) To the City's best knowledge, there is no pending or threatened suit, action, litigation or proceeding against or affecting City that affects the validity or enforceability of this Agreement. Section 2. INTERPRETATIONS 2.1 Headings. The table of contents and any headings preceding the text of the Articles, Sections and Subsections of this Agreement shall be solely for convenience of reference and shall not affect its meaning, construction or effect. 2.2 Entire Agreement. This Agreement contains the entire agreement between the Parties hereto with respect to the transactions contemplated by this Agr-Bement. Without limiting the generality of the foregoing, this Agreement shall completely and fully supersede all other understandings and agreements among the Parties with respect to such transactions. WPCP Cogeneration 090808 -Page 5 of 60