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40 <br />4D <br />C -I <br />A RTICL.F. Ill <br />REPRESENTATIONS <br />3.1. Roresjntadans of Dnd9ers. The Dodgers make the following representations as the <br />basis for their undertakings hereunder: <br />(a) The Dodgers are a corporation duly organized and existing under the laws of the State of <br />Delaware, and are qualified to do business under and pursuant to the laws of the State; <br />(b) The Dodgers have due power and authority to enter into the transactions contemplated by <br />this Agreement and to carry out their obligations hereunder; <br />(c) The Dodgers have duly authorized the execution and delivery of this Agreement and, <br />assuming due execution and delivery by the County, this Agreement constitutes a legal, valid, and binding <br />agreement of the Dodgers, enforceable against the Dodgers in accordance with its terms, except as <br />enforcement may be litnited by bankruptcy, insolvency and other laws or equitable principles affecting <br />creditors' rights; <br />(d) Neither the execution and delivery of this Agreement, die consummation of the transactions <br />contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof; conflicts <br />with or results in a breach othe terms, conditions, orprovisions of any restriction or any agreement or <br />instrument to which the Dodgers are now a party or by which they are bound, or constitutes a default under <br />any of the foregoing. <br />3.2. Rcpresenta 'ons of the County. The County makes the following; representations as the <br />basis for its undertakings hereunder: <br />(a i The County is a political subdivision of the State of Florida duly created and existing, and <br />is qualified to do business under and pursuant to the laws of the State; <br />(b) The County has due power and authority to enter into the transactions contemplated by <br />this Agreement and to carry out its obligations hereunder; <br />(c) The County has duly authorized the execution and delivery of this Agreement and, assuming <br />due execution and deliveryof this Agreement by the Dodgers, this Agreement constitutes a legal, valid, and <br />bindume ai cement of the County, enforceable against the County, in accordance with its terms, except as <br />enforcement may be limited by bankruptcy, insolvency and other laws or equitable principles affecting <br />creditors' rights; <br />(d) The Services performed by or for the County hereunder shall, and the County shall <br />undertake to cause the Services to be performed by or for Dodgers hereunder to, conform with all <br />asp <br />