Common use of Representations and Warranties of Blackrock Clause in Contracts

Representations and Warranties of Blackrock. BlackRock represents to Xxxxxxx Xxxxx as follows: (a) BlackRock and each of its Affiliates identified on Schedule A to this Agreement (i) is duly organized, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization; (ii) has the power and authority, and the legal right, to own its assets and to transact the business in which it is engaged; and (iii) is duly qualified to do business and, to the extent applicable, is in good standing under the laws of each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification; and (iv) is in compliance with all Requirements of Law, except for such failures of compliance, individually or in the aggregate, that would not have a material adverse effect on the performance by BlackRock of its obligations under this Agreement. (b) BlackRock and each of its Affiliates identified on Schedule A to this Agreement have all necessary power and authority to make, execute, deliver and perform this Agreement and each Selling Agreement, respectively, and to perform all of the obligations to be performed by it under this Agreement or under each such Selling Agreement. The making, execution, delivery and performance by BlackRock and each such Affiliate of this Agreement and each Selling Agreement, respectively, and the consummation by BlackRock and each such Affiliate of the transactions contemplated by this Agreement and by each such Selling Agreement, respectively, have been, or will be, duly and validly authorized by all necessary corporate action on the part of BlackRock and each such Affiliate. Except as shall have been obtained prior to execution thereof, no consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against BlackRock or any of such Affiliates of this Agreement and each Selling Agreement to which it is, or will become, a Party. (c) This Agreement has been duly and validly executed and delivered by BlackRock, and assuming the due authorization, execution and delivery by Xxxxxxx Xxxxx, this Agreement constitutes the valid, legal and binding obligation of BlackRock, enforceable against it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Requirement of Law, now or hereafter in effect, affecting the enforcement of rights of creditors generally and by legal and equitable limitations on the enforceability of specific remedies. (d) Upon execution and delivery, and assuming the due authorization, execution and delivery by the respective Xxxxxxx Xxxxx Distributor, each Selling Agreement will constitute the valid, legal and binding obligation of the respective Affiliate of BlackRock which is a party thereto, enforceable against it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Requirement of Law now or hereafter in effect, affecting the enforcement of rights of creditors generally and by legal and equitable limitations on the enforceability of specific remedies. (e) Neither the execution and delivery of this Agreement nor any Selling Agreement by BlackRock or any of its Affiliates, nor the consummation of the transactions contemplated by this Agreement or by any such Selling Agreement, respectively, will (i) violate or conflict with any provision of the articles of incorporation or bylaws or other organizational documents of BlackRock or any such Affiliate, (ii) violate any of the terms, conditions, or provisions of any Requirement of Law or license to which BlackRock or any such Affiliate is subject or by which either one or any of their assets are bound, or (iii) violate, breach or constitute a default under any contract to which BlackRock or any such Affiliate is a party or by which either one or any of their assets is bound.

Representations and Warranties of Blackrock. BlackRock represents to Xxxxxxx Xxxxx Mxxxxxx Lxxxx as follows: (a) BlackRock and each of its Affiliates identified on Schedule A to this Agreement (i) is duly organized, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization; (ii) has the power and authority, and the legal right, to own its assets and to transact the business in which it is engaged; and (iii) is duly qualified to do business and, to the extent applicable, is in good standing under the laws of each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification; and (iv) is in compliance with all Requirements of Law, except for such failures of compliance, individually or in the aggregate, that would not have a material adverse effect on the performance by BlackRock of its obligations under this Agreement. (b) BlackRock and each of its Affiliates identified on Schedule A to this Agreement have all necessary power and authority to make, execute, deliver and perform this Agreement and each Selling Agreement, respectively, and to perform all of the obligations to be performed by it under this Agreement or under each such Selling Agreement. The making, execution, delivery and performance by BlackRock and each such Affiliate of this Agreement and each Selling Agreement, respectively, and the consummation by BlackRock and each such Affiliate of the transactions contemplated by this Agreement and by each such Selling Agreement, respectively, have been, or will be, duly and validly authorized by all necessary corporate action on the part of BlackRock and each such Affiliate. Except as shall have been obtained prior to execution thereof, no consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against BlackRock or any of such Affiliates of this Agreement and each Selling Agreement to which it is, or will become, a Party. (c) This Agreement has been duly and validly executed and delivered by BlackRock, and assuming the due authorization, execution and delivery by Xxxxxxx XxxxxMxxxxxx Lxxxx, this Agreement constitutes the valid, legal and binding obligation of BlackRock, enforceable against it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Requirement of Law, now or hereafter in effect, affecting the enforcement of rights of creditors generally and by legal and equitable limitations on the enforceability of specific remedies. (d) Upon execution and delivery, and assuming the due authorization, execution and delivery by the respective Xxxxxxx Xxxxx Mxxxxxx Lxxxx Distributor, each Selling Agreement to be entered into after the date hereof will constitute the valid, legal and binding obligation of the respective Affiliate of BlackRock which is a party thereto, enforceable against it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Requirement of Law now or hereafter in effect, affecting the enforcement of rights of creditors generally and by legal and equitable limitations on the enforceability of specific remedies. (e) Neither the execution and delivery of this Agreement nor any Selling Agreement to be entered into after the date hereof by BlackRock or any of its Affiliates, nor the consummation of the transactions contemplated by this Agreement or by any such Selling Agreement, respectively, will (i) violate or conflict with any provision of the articles of incorporation or bylaws or other organizational documents of BlackRock or any such Affiliate, (ii) violate any of the terms, conditions, or provisions of any Requirement of Law or license to which BlackRock or any such Affiliate is subject or by which either one or any of their assets are bound, or (iii) violate, breach or constitute a default under any contract to which BlackRock or any such Affiliate is a party or by which either one or any of their assets is bound.

Representations and Warranties of Blackrock. BlackRock represents to Xxxxxxx Xxxxx as follows: (a) BlackRock and each of its Affiliates identified on Schedule A to this Agreement (i) is duly organized, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization; (ii) has the power and authority, and the legal right, to own its assets and to transact the business in which it is engaged; and (iii) is duly qualified to do business and, to the extent applicable, is in good standing under the laws of each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification; and (iv) is in compliance with all Requirements of Law, except for such failures of compliance, individually or in the aggregate, that would not have a material adverse effect on the performance by BlackRock of its obligations under this Agreement. (b) BlackRock and each of its Affiliates identified on Schedule A to this Agreement have all necessary power and authority to make, execute, deliver and perform this Agreement and each Selling Agreement, respectively, and to perform all of the obligations to be performed by it under this Agreement or under each such Selling Agreement. The making, execution, delivery and performance by BlackRock and each such Affiliate of this Agreement and each Selling Agreement, respectively, and the consummation by BlackRock and each such Affiliate of the transactions contemplated by this Agreement and by each such Selling Agreement, respectively, have been, or will be, duly and validly authorized by all necessary corporate action on the part of BlackRock and each such Affiliate. Except as shall have been obtained prior to execution thereof, no consent or authorization of, filing with, or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against BlackRock or any of such Affiliates of this Agreement and each Selling Agreement to which it is, or will become, a Party. (c) This Agreement has been duly and validly executed and delivered by BlackRock, and assuming the due authorization, execution and delivery by Xxxxxxx Xxxxx, this Agreement constitutes the valid, legal and binding obligation of BlackRock, enforceable against it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Requirement of Law, now or hereafter in effect, affecting the enforcement of rights of creditors generally and by legal and equitable limitations on the enforceability of specific remedies. (d) Upon execution and delivery, and assuming the due authorization, execution and delivery by the respective Xxxxxxx Xxxxx Distributor, each Selling Agreement to be entered into after the date hereof will constitute the valid, legal and binding obligation of the respective Affiliate of BlackRock which is a party thereto, enforceable against it in accordance with its terms, except as may be subject to applicable bankruptcy, insolvency, moratorium or other similar Requirement of Law now or hereafter in effect, affecting the enforcement of rights of creditors generally and by legal and equitable limitations on the enforceability of specific remedies. (e) Neither the execution and delivery of this Agreement nor any Selling Agreement to be entered into after the date hereof by BlackRock or any of its Affiliates, nor the consummation of the transactions contemplated by this Agreement or by any such Selling Agreement, respectively, will (i) violate or conflict with any provision of the articles of incorporation or bylaws or other organizational documents of BlackRock or any such Affiliate, (ii) violate any of the terms, conditions, or provisions of any Requirement of Law or license to which BlackRock or any such Affiliate is subject or by which either one or any of their assets are bound, or (iii) violate, breach or constitute a default under any contract to which BlackRock or any such Affiliate is a party or by which either one or any of their assets is bound.