Common use of Manager Representations Clause in Contracts

Manager Representations. The Manager hereby represents and warrants to the Company as of the date hereof as follows: (a) The Manager has the requisite authority to enter into this Agreement and to perform his obligations hereunder. (b) This Agreement has been duly executed and delivered by the Manager, or an authorized Representative of the Manager, and constitutes a legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof. (c) No material consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any Governmental Authority or any other Person is required to be made, obtained or given by the Manager in connection with the execution, delivery and performance of this Agreement by the Manager. The execution and delivery of this Agreement by the Manager do not, and the performance by the Manager of his obligations under this Agreement will not, (i) conflict with, in any material respect, any other contract, agreement or arrangement to which the Manager is a party or by which he is or his assets are bound or (ii) violate in any material respect any provision of, or result in a material breach of, any Applicable Law. (d) Neither the Manager nor any of his Affiliates is a party to any Legal Action nor is the Manager aware of any threatened Legal Action involving the Manager or his Affiliates, that would reasonably be expected to interfere with the Manager’s ability to fulfill his obligations under this Agreement. (e) The Manager is not insolvent, has not filed or had filed against him a petition in bankruptcy, has not made an assignment for the benefit of his creditors or otherwise had a receiver or trustee appointed with respect to his properties or affairs and has not incurred any obligations or liabilities, contingent or otherwise, which would cause him to become insolvent.

Manager Representations. The Manager hereby represents and warrants to the Company as of the date hereof as follows: (a) The Manager is duly organized and validly existing in the jurisdiction of its formation, organization or incorporation, as applicable. The Manager has the requisite authority to enter into this Agreement and to perform his its obligations hereunder. (b) The execution, delivery and performance of this Agreement by the Manager have been duly and validly authorized by all necessary action of the Manager. This Agreement has been duly executed and delivered by the Manager, or an authorized Representative of the Manager, and constitutes a legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof. (c) No material consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any Governmental Authority or any other Person is required to be made, obtained or given by the Manager in connection with the execution, delivery and performance of this Agreement by the Manager. The execution and delivery of this Agreement by the Manager do not, and the performance by the Manager of his its obligations under this Agreement will not, (ia) conflict with, in any material respect, any other contract, agreement or arrangement to which the Manager is a party or by which he it is or his its assets are bound or (iib) violate in any material respect any provision of, or result in a material breach of, any Applicable LawLaw or the organizational documents of the Manager. (d) Neither the Manager nor any of his its Affiliates is a party to any Legal Action nor is the Manager aware of any threatened Legal Action involving the Manager or his its Affiliates, that would reasonably be expected to interfere with the Manager’s ability to fulfill his its obligations under this Agreement. (e) The Manager is not insolvent, has not filed or had filed against him it a petition in bankruptcy, has not made an assignment for the benefit of his its creditors or otherwise had a receiver or trustee appointed with respect to his its properties or affairs and has not incurred any obligations or liabilities, contingent or otherwise, which would cause him it to become insolvent.

Manager Representations. The Manager hereby represents and warrants to the Company as of the date hereof as follows: (a) The Manager is duly organized and validly existing in the jurisdiction of its formation, organization or incorporation, as applicable. The Manager has the requisite authority to enter into this Agreement and to perform his its obligations hereunder. (b) The execution, delivery and performance of this Agreement by the Manager have been duly and validly authorized by all necessary action of the Manager. This Agreement has been duly executed and delivered by the Manager, or an authorized Representative of the Manager, and constitutes a legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof. (c) No material consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any Governmental Authority or any other Person is required to be made, obtained or given by the Manager in connection with the execution, delivery and performance of this Agreement by the Manager. The execution and delivery of this Agreement by the Manager do not, and the performance by the Manager of his its obligations under this Agreement will not, (ia) conflict with, in any material respect, any other contract, agreement or arrangement to which the Manager is a party or by which he it is or his its assets are bound or (iib) violate in any material respect any provision of, or result in a material breach of, any Applicable LawLaw or the organizational documents of the Manager. (d) Neither the Manager nor any of his its Affiliates is a party to any Legal Action nor is the Manager aware of any threatened Legal Action involving the Manager or his its Affiliates, that would reasonably be expected to interfere with the Manager’s ability to fulfill his its obligations under this Agreement. (e) The Manager is not insolvent, has not filed or had filed against him it a petition in bankruptcy, has not made an assignment for the benefit of his its creditors or otherwise had a receiver or trustee appointed with respect to his its properties or affairs and has not incurred any obligations or liabilities, contingent or otherwise, which would cause him it to become insolvent. (f) Xxxxxx Xxxxxx Controls the Manager.