5.1 Contractor Warranties155

The Contractor warrants and represents to the Authority that on the date hereof:

5.1.1 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;

5.1.2 it has the corporate power to enter into and to exercise its rights and perform its obligations under the Project Documents;

5.1.3 all necessary action to authorise the execution of and the performance of its obligations under the Project Documents has been taken or, in the case of any Project Document executed after the date of this Agreement, will be taken before such execution;

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

5.1.5 it will procure that each and every one of the Dwellings with regard to which a Certificate of Availability is issued has or will have the benefit of the appropriate NHBC "Buildmark" structural defects cover or such other defects cover acceptable to mortgage Lenders under the most recently published guidance issued by the Council of Mortgage Lenders, or cover in such other form as shall be approved by the Authority from time to time];156 and

5.1.6 it has not entered into any Financing Agreement in relation to the Project;]157

5.1.7 the execution, delivery and performance by it of the Project Documents does not contravene any provision of:

(a) any existing Legislation either in force, or enacted but not yet in force 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;

5.1.8 the information, representation and other matters of fact committed in writing to the Authority by the Contractor in connection with or arising out of its tender are true and complete in all material respects in the context of the Project;

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

5.1.10 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 2006 (as amended);

5.1.11 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 any Project Document;

5.1.12 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 any Project Document;

5.1.13 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;

5.1.14 each of the Project Documents is or, when executed, will be in full force and effect and constitutes or, when executed, will constitute the valid, binding and enforceable obligations of the parties thereto;

5.1.15 the copies of the Project 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 Project Documents which would materially affect the interpretation or application of any of the Project Documents.

and the Authority relies upon such warranties and representations.

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155 An abridged version of the warranties only will be needed for projects where the Contractor is not an SPC.

156 Relevant to new build only.

157 Relevant to non-HRA projects which are corporate financed by the Contractor.