Common use of Representations and Warranties of DCT LLC Clause in Contracts

Representations and Warranties of DCT LLC. To induce TRT LLC to execute, deliver and perform this Agreement, DCT LLC hereby represents and warrants to TRT LLC, its successors and assigns, as follows: (a) DCT LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full right, power and authority to enter into this Agreement, and to perform all of its obligations hereunder; (b) This Agreement has been duly and validly executed and delivered by and on behalf of DCT LLC and constitutes a valid, binding and enforceable obligation of DCT LLC enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the rights of creditors in general; (c) The execution and delivery hereof will not conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation or any obligation under any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which DCT LLC is a party, or by which DCT LLC is otherwise bound; (d) There is no claim, cause of action or other litigation or any judicial, administrative or investigative proceedings pending or, to the best of DCT LLC’s knowledge, threatened against DCT LLC or that might have a material adverse effect on any Property or the use thereof or the performance of DCT LLC’s obligations hereunder; (e) None of DCT LLC or any Affiliate thereof has dealt with any Person acting as a broker, finder or like agent in connection with this Agreement or the transactions contemplated thereby; (f) Each has been advised to and has engaged its own counsel (whether in-house or external) and any other advisers it deems necessary and appropriate. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Partnership or any Partner), it is capable of evaluating the risks and merits of an investment in the Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Partner to rely upon the advice of counsel acting for another Partner or to create an attorney-client relationship between a Partner and counsel for another Partner as a result of the representation described above; (g) Each acknowledges and agrees that Xxxxxx Xxxxxx LLP serves as counsel to TRT LLC, and that Xxxxxx Xxxxxx LLP does not serve as counsel to any other Partner. Every Partner that is not TRT LLC acknowledges and agrees that it does not have an attorney-client relationship with Xxxxxx Xxxxxx LLP, and that no such relationship will arise in the course of the Partnership’s existence or dissolution by any means. Every Partner of the Partnership that is not TRT LLC represents and warrants that, in the event of litigation or arbitration between TRT LLC and any other Partner of the Partnership, such Partner will not seek the removal of Xxxxxx Xxxxxx LLP as counsel to TRT LLC for any purported conflict of interest or attorney-client relationship allegedly existing between Xxxxxx Xxxxxx LLP and such Partner. (h) To the best of Managing Partner’s knowledge, none of them nor any of their direct members, shareholders, partners or Affiliates currently is (1) identified on the OFAC List or otherwise qualifies as a Prohibited Person or (ii) in violation of any legal requirements relating to anti-money laundering or anti-terrorism, including, without limitation, those related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time; (i) None of them is a “foreign person” within the meaning of § 1445(f)(3) of the Code; and (j) All decision-making of DCT LLC (i.e., day-to-day and major decisions) are controlled, directly or indirectly, by DCT Principals subject to board approval in the ordinary course.

Representations and Warranties of DCT LLC. To induce TRT LLC to execute, deliver and perform this Agreement, DCT LLC hereby represents and warrants to TRT LLC, its successors and assigns, as follows: (a) DCT LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full right, power and authority to enter into this Agreement, and to perform all of its obligations hereunder; (b) This Agreement has been duly and validly executed and delivered by and on behalf of DCT LLC and constitutes a valid, binding and enforceable obligation of DCT LLC enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the rights of creditors in general; (c) The execution and delivery hereof will not conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation or any obligation under any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which DCT LLC is a party, or by which DCT LLC is otherwise bound; (d) There is no claim, cause of action or other litigation or any judicial, administrative or investigative proceedings pending or, to the best of DCT LLC’s 's knowledge, threatened against DCT LLC or that might have a material adverse effect on any Property or the use thereof or the performance of DCT LLC’s 's obligations hereunder; (e) None of DCT LLC or any Affiliate thereof has dealt with any Person acting as a broker, finder or like agent in connection with this Agreement or the transactions contemplated thereby; (f) Each has been advised to and has engaged its own counsel (whether in-house or external) and any other advisers it deems necessary and appropriate. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Partnership or any Partner), it is capable of evaluating the risks and merits of an investment in the Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Partner to rely upon the advice of counsel acting for another Partner or to create an attorney-client relationship between a Partner and counsel for another Partner as a result of the representation described above; (g) Each acknowledges and agrees that Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP serves as counsel to TRT LLC, and that Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP does not serve as counsel to any other Partner. Every Partner that is not TRT LLC acknowledges and agrees that it does not have an attorney-client relationship with Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, and that no such relationship will arise in the course of the Partnership’s 's existence or dissolution by any means. Every Partner of the Partnership that is not TRT LLC represents and warrants that, in the event of litigation or arbitration between TRT LLC and any other Partner of the Partnership, such Partner will not seek the removal of Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP as counsel to TRT LLC for any purported conflict of interest or attorney-client relationship allegedly existing between Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP and such Partner. (h) To the best of Managing Partner’s 's knowledge, none of them nor any of their direct members, shareholders, partners or Affiliates currently is (1) identified on the OFAC List or otherwise qualifies as a Prohibited Person or (ii) in violation of any legal requirements relating to anti-money laundering or anti-terrorism, including, without limitation, those related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time; (i) None of them is a “"foreign person” " within the meaning of § 1445(f)(3) of the Code; and (j) All decision-making of DCT LLC (i.e., day-to-day and major decisions) are controlled, directly or indirectly, by DCT Principals subject to board approval in the ordinary course.

Representations and Warranties of DCT LLC. To induce TRT LLC to execute, deliver and perform this Agreement, DCT LLC hereby represents and warrants to TRT LLC, its successors and assigns, as follows: (a) DCT LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the full right, power and authority to enter into this Agreement, and to perform all of its obligations hereunder; (b) This Agreement has been duly and validly executed and delivered by and on behalf of DCT LLC and constitutes a valid, binding and enforceable obligation of DCT LLC enforceable in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the rights of creditors in general; (c) The execution and delivery hereof will not conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation or any obligation under any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which DCT LLC is a party, or by which DCT LLC is otherwise bound; (d) There is no claim, cause of action or other litigation or any judicial, administrative or investigative proceedings pending or, to the best of DCT LLC’s knowledge, threatened against DCT LLC or that might have a material adverse effect on any Property or the use thereof or the performance of DCT LLC’s obligations hereunder; (e) None of DCT LLC or any Affiliate thereof has dealt with any Person acting as a broker, finder or like agent in connection with this Agreement or the transactions contemplated thereby; (f) Each has been advised to and has engaged its own counsel (whether in-house or external) and any other advisers it deems necessary and appropriate. By reason of its business or financial experience, or by reason of the business or financial experience of its own attorneys, accountants and financial advisors (which advisors, attorneys and accountants are not Affiliates of the Partnership or any Partner), it is capable of evaluating the risks and merits of an investment in the Interest and of protecting its own interests in connection with this investment. Nothing in this Agreement should or may be construed to allow any Partner to rely upon the advice of counsel acting for another Partner or to create an attorney-client relationship between a Partner and counsel for another Partner as a result of the representation described above; (g) Each acknowledges and agrees that Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP serves as counsel to TRT LLC, and that Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP does not serve as counsel to any other Partner. Every Partner that is not TRT LLC acknowledges and agrees that it does not have an attorney-client relationship with Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, and that no such relationship will arise in the course of the Partnership’s existence or dissolution by any means. Every Partner of the Partnership that is not TRT LLC represents and warrants that, in the event of litigation or arbitration between TRT LLC and any other Partner of the Partnership, such Partner will not seek the removal of Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP as counsel to TRT LLC for any purported conflict of interest or attorney-client relationship allegedly existing between Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP and such Partner. (h) To the best of Managing Partner’s knowledge, none of them nor any of their direct members, shareholders, partners or Affiliates currently is (1) identified on the OFAC List or otherwise qualifies as a Prohibited Person or (ii) in violation of any legal requirements relating to anti-money laundering or anti-terrorism, including, without limitation, those related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time; (i) None of them is a “foreign person” within the meaning of § 1445(f)(3) of the Code; and (j) All decision-making of DCT LLC (i.e., day-to-day and major decisions) are controlled, directly or indirectly, by DCT Principals subject to board approval in the ordinary course.