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Common use of Owner Representations Clause in Contracts

Owner Representations. The Owner represents and warrants to the Manager: 8.2.1 The Owner is a limited liability company duly organized and validly existing under the laws of Delaware; 8.2.2 The Owner has the requisite power and authority to enter into and perform its obligations under this Agreement and all requisite limited liability company authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby, this Agreement has been duly executed and delivered by the Owner and constitutes the valid, legally binding and enforceable obligation of the Owner, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and 8.2.3 The Owner has not breached its limited liability company agreement or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs and has not breached any applicable laws and regulations of Delaware in such manner as would in any case have a materially adverse effect on its ability to perform its obligations under this Agreement. 8.2.4 Since its formation, there has been no Material Adverse Change in the financial condition of the Owner.

Appears in 4 contracts

Samples: Management Agreement (TAL International Group, Inc.), Management Agreement (TAL International Group, Inc.), Management Agreement (TAL International Group, Inc.)

Owner Representations. The Owner represents and warrants to the Manager: 8.2.1 The Owner is a limited liability company duly organized and validly existing under the laws of Delaware; 8.2.2 The Owner has the requisite power and authority to enter into and perform its obligations under this Agreement and all requisite limited liability company authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby, this Agreement has been duly executed and delivered by the Owner and constitutes the valid, legally binding and enforceable obligation of the Owner, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and 8.2.3 The Owner has not breached its limited liability company agreement or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs and has not breached any applicable laws and regulations of Delaware in such manner as would in any case have a materially adverse effect on its ability to perform its obligations under this Agreement. 8.2.4 Since its formation, there has been no Material Adverse Change in the financial condition of the Owner.

Appears in 2 contracts

Samples: Management Agreement (TAL International Group, Inc.), Management Agreement (TAL International Group, Inc.)

Owner Representations. The Owner represents and warrants to the Manager: 8.2.1 The Owner is a limited liability company duly organized and organized, validly existing and in compliance under the laws of DelawareBermuda; 8.2.2 The Owner has the requisite power and authority to enter into and perform its obligations under this Agreement and all requisite limited liability company corporate authorizations have been given for it to enter into this Agreement and to perform all the matters matter envisaged hereby, this Agreement has been duly executed and delivered by the Owner and constitutes the valid, legally binding and enforceable obligation of the Owner, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and 8.2.3 The Owner has not breached its limited liability company agreement Memorandum of Association or Bye-Laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs and has not breached any applicable laws and regulations of Delaware Bermuda in such manner as would in any case have a materially adverse effect on its ability to perform its obligations under this Agreement. 8.2.4 Since its formation, there has been no Material Adverse Change in the financial condition of the Owner.

Appears in 1 contract

Samples: Management Agreement (Sea Containers LTD /Ny/)