PE Member’s Representations Sample Clauses

PE Member’s Representations. PE Member represents and warrants to Developer, as of the date hereof, as follows: (a) PE Member is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. PE Member has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by PE Member of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action. This Agreement has been duly executed and delivered by PE Member. This Agreement constitutes a legal, valid and binding obligation of PE Member enforceable against PE Member in accordance with its terms. (b) The execution and delivery of this Agreement by PE Member and the consummation of the transactions contemplated hereby by PE Member do not and will not (i) violate or conflict with the limited liability company agreement of PE Member, (ii) violate or conflict with any judgment, decree or order of any court applicable to or affecting PE Member, (iii) breach any provisions of, or constitute a default under, any contract, agreement, instrument or obligation to which PE Member is a party or by which PE Member is bound, or (iv) violate or conflict with any Laws applicable to PE Member. (c) No approval, authorization, consent or other actions by or filing with any third party or governmental agency or authority is required for the execution of this Agreement by PE Member and the performance of PE Member’s obligation hereunder, other than any such approval, authorization, consent or other action or filing which has been obtained, taken or made. (d) Neither PE Member nor any of its constituent owners have engaged in any dealings or transactions, directly or indirectly, (i) in contravention of any U.S., international or other money laundering regulations or conventions, including, without limitation, the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. § 1 et seq., as amended), or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) in contravention of the Anti-Terrorism Order or on behalf of terrorists or terrorist or...