5.4 Contractor Warranty

The Contractor warrants and represents to the Authority that as at the date of this Contract:

5.4.1 it is properly constituted and incorporated under the laws of England and Wales and has the corporate power to own its assets and to carry on its business as it is now being conducted;

5.4.2 it has the corporate power to enter into and to exercise its rights and perform its obligations under this Contract, the Ancillary Documents and the other contractual documents envisaged by this Contract to be entered into by the Contractor ("Other Contract Document(s)")12;

5.4.3 all action necessary on the part of the Contractor to authorise the execution of and the performance of its obligations under this Contract and the Ancillary Documents has been taken or, in the case of any Ancillary Document and any Other Contract Document executed after the date of this Contract, will be taken before such execution;

5.4.4 the obligations expressed to be assumed by the Contractor under this Contract and the Ancillary Documents are, or in the case of any Ancillary Document and any Other Contract Documents executed after the date of this Contract will be, legal, valid, binding and enforceable to the extent permitted by law and this Contract and each Ancillary Document and any Other Contract Document is or will be in the proper form for enforcement in England;

5.4.5 the execution, delivery and performance by it of this Contract, the Ancillary Documents and any Other Contract Documents does not contravene any provision of:

(a) any existing Legislation either in force, or enacted but not yet in force and binding on the Contractor;

(b) the memorandum and articles of association of the Contractor;

(d) any obligation which is binding upon the Contractor or upon any of its assets or revenues;

5.4.6 the Contractor Warranted Data is true and accurate in all respects;

5.4.7 the Contractor has not, other than in connection with the Project, traded at any time since its incorporation as a company pursuant to the Companies Act;

5.4.8 no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Contractor to perform its obligations under this Contract, any Ancillary Document or any Other Contract Document;

5.4.9 it is not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on the ability of the Contractor to perform its obligations under this Contract, any Ancillary Document or any Other Contract Document;

5.4.10 no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding-up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee or similar officer in relation to any of its assets or revenues;

5.4.11 this Contract and each of the Ancillary Documents and any Other Contract Documents is or, when executed, will be in full force and effect and constitutes or, when executed, will to the extent permitted by law constitute the valid, binding and enforceable obligations of the parties thereto; and

5.4.12 the copies of the Ancillary Documents [and any Other Contract Documents] which the Contractor has delivered, or, when executed, will deliver to the Authority are or, as the case may be, will be true and complete copies of such documents and there are not in existence any other agreements or documents replacing or relating to any of the Ancillary Documents [and any Other Contract Documents] which would materially affect the interpretation or application of any of the Ancillary Documents [and any Other Contract Documents],

and the Authority relies upon such warranties and representations.

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12 Other Contract Documents include documents other than the Contract to which the Contractor and the Authority may be party e.g. Collateral Warranties, Leases etc.