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(c) this Agreement has been duly executed and delivered by the signatories so authorized, and <br />constitutes each Party's legal, valid and binding obligation; <br />(c) its execution, delivery, and performance of this Agreement shall not result in a breach or <br />violation of or constitute a material default under, any agreement, lease or instruutcmt to which <br />it is a party or by which it or its properties may be bound or affected; and <br />(d) it has not received any notice, nor to the best of its knowledge is there pending or threatened <br />any notice of any violation of any applicable laws, ordinances, regulations, tides, decrees, <br />awards, permits or orders which would materially adversely affect it,, ability to perforin <br />hereunder; and <br />(c) the persons executing this ;\greement are fitlly authorized b; law to do so. <br />SECTION 26 Additional Representations and Warranties of Customer <br />Customer hereby warrants and represents to Ameresco that: <br />(a) Customer intends to continue to vise the Property in a manner reasonably similar to its present <br />use; <br />(b) Customer does not contemplate any changes to the electrical and thermal consumption <br />characteristics of the Property except as may have been disclosed to Ameresco by Customer <br />in writing prior to the execution of this Agreement; <br />(c) Customer has provided Aueresco with all records heretofore mpested by : \mcresco; <br />(d) Customer has not entered into any other agreements or understandings for the Property with <br />persons or entities other than . \mcresco regarding the provision of the Scope of Services; <br />(c) Since the date of the Audit, there has been no change, event, circumstance or development <br />that has or could reasonably be expected to have a material adverse effect on (i) the operation <br />or condition of the Propem, (ii) the enema„• usage at the Property or (iii) the ability of <br />Customer to perform its obligations hcteundcr; and <br />(t) Customer has obtained all necessary goeetnincutal, legal, administrative and any other <br />approval necessary for it to enter into and perform this , \greemcnt. <br />SECTION 27 Independent Contractor <br />Nothing in this Agreement shall be construed as reserving to Customer any right to exercise any control <br />over or to direct in any respect the conduct or management of business or operations of ; \mcresco. <br />The entire control or direction of such business and operations shall be in and shall remain ill <br />\neresco, subject only to :\meresc<i s performance of its obligations under this Agreement. Neither <br />Ameresco nor any person performing inq duties or engaged in any work on the Property on behalf of <br />Ameresco shall be deemed an em o <br />ployee r agent of Customer. <br />Nothing in this Section shall be deemed to be a waiver of Customer's right to use the Propern•. <br />20 <br />