Common use of Representations and Warranties of Each Party Clause in Contracts

Representations and Warranties of Each Party. Each party hereto represents and warrants: (i) that it is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) that it has all requisite power and authority to enter into and deliver this Agreement, to carry out the transactions contemplated hereby and to perform its obligations hereunder; (iii) that this Agreement has been duly and validly executed and delivered and, assuming due and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by such party will violate its organizational documents or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party is a party or by which such party is bound, other than those that have been previously obtained.

Representations and Warranties of Each Party. Each party hereto represents and warrants: warrants to the other parties hereto as follows: (ia) that it Such party is duly formedorganized, validly existing and and, to the extent such concept is applicable in such jurisdiction, in good standing under the laws of its the jurisdiction of formation; (ii) that it its organization and has all requisite power and authority to enter into execute and deliver this Agreement, to carry out the transactions contemplated hereby Agreement and to perform its obligations hereunder; . (iiib) that this This Agreement has been duly and validly executed and delivered andby such party and constitutes a legal, assuming due and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is party, enforceable against such party in accordance with its terms. (c) The execution, except as may be limited delivery and performance by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) that neither the execution and delivery party of this Agreement nor (i) do not require any consent or approval of, registration or filing with or any other action by any governmental authority, except those that, if not obtained or made, could not reasonably be expected, individually or in the consummation aggregate, to have a Material Adverse Effect, and (ii) will not violate (A) any provision of the transactions contemplated hereby by such party will violate its organizational documents law, statute, rule or conflict with, regulation in a manner that could reasonably be expected to result in a breach ofMaterial Adverse Effect, constitute or of the certificate or articles of incorporation or other constitutive documents or by-laws of such party or (B) any order of any governmental authority or any provision of any indenture, agreement or other instrument binding upon such party in a default under, manner that could reasonably be expected to result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party is a party or by which such party is bound, other than those that have been previously obtainedMaterial Adverse Effect.

Representations and Warranties of Each Party. Each party hereto Party represents and warrants: warrants to the other Parties that: (ia) that it is duly formedsuch Party, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) that it if not a natural Person, has all requisite limited partnership, limited liability company or corporate authority and power and authority to enter into execute and deliver this Agreement, to carry out the transactions contemplated hereby Agreement and to perform its such Party’s obligations hereunder; ; (iiib) that the execution and delivery of this Agreement by such Party and the performance of such Party’s obligations hereunder have been duly and validly authorized by all required limited partnership, limited liability company, corporate or other action on the part of such Party and no other proceedings on the part of such Party are necessary to authorize the execution and delivery of this Agreement by such Party or the performance of such Party’s obligations hereunder; (c) this Agreement has been duly and validly executed and delivered and, assuming due by such Party and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is Party, enforceable against such party Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity ; and (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (ivd) that neither the this execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by such party Party of Agreement and the performance of such Party’s obligations hereunder will violate its organizational documents or conflict with, not result in a breach ofviolation of any terms or provisions of any (i) organizational document of such Party, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit (ii) agreement to which such party Party is a party or by which such party is boundParty may otherwise be bound or (iii) law, other than those that have been previously obtainedrule, license, regulation, judgment, order or decree governing or affecting such Party.

Representations and Warranties of Each Party. Each party hereto Party hereby represents and warrants: warrants to the other Party as of the Effective Date that: (ia) that it such Party is duly formedorganized, validly existing and in good standing under the laws of its the jurisdiction of formation; (ii) that it its incorporation and has all requisite full corporate power and authority to enter into this Agreement and deliver this Agreement, to carry out the transactions contemplated hereby and provisions hereof; (b) such Party has taken all necessary action on its part to perform its obligations hereunder; (iii) that this Agreement has been duly and validly executed and delivered and, assuming due and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) that neither authorize the execution and delivery of this Agreement nor and the consummation performance of its obligations hereunder; (c) such Party is authorized to execute this Agreement on behalf of its Affiliates; (d) this Agreement has been duly executed and delivered on behalf of such Party by a person or persons who have been duly authorized to do so, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the transactions contemplated hereby terms hereof; and (e) the execution, delivery and performance of this Agreement by such party will violate its organizational documents Party does not conflict with any agreement or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contractprovision thereof, or any franchise instrument or permit understanding, oral or written, to which such party it is a party or by which such party it is bound, nor violate any law or regulation of any court, governmental body or administrative or other than those that have been previously obtained.agency having jurisdiction over such Party

Representations and Warranties of Each Party. Each party hereto represents and warrants: : (ia) Each party that it is an entity is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; ; (iib) that it The execution, delivery and performance by such party of this Agreement are within such party’s legal right, power and capacity; (c) Such party has all requisite power and authority to enter into and deliver this Agreement, to carry out the transactions contemplated hereby and to perform its obligations hereunder; ; (iiid) that this This Agreement has been duly and validly executed and delivered and, assuming due and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and ; (ive) that neither Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by such party will violate its organizational documents if such party is an entity or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party is a party or by which such party is bound; and (f) The assignment of the Interests by each Assignor to Assignee will not violate the Securities Act of 1933, other than those that have been previously obtainedas amended or any state securities laws or subject the Company to regulation under the Investment Company Act of 1940, as amended, or the Investment Advisors Act of 1940, as amended.

Representations and Warranties of Each Party. Each party hereto represents and warrants: (ia) that it is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; (iib) that it has all requisite power and authority to enter into and deliver this Agreement, to carry out the transactions contemplated hereby and to perform its obligations hereunder; (iiic) that this Agreement has been duly and validly executed and delivered and, assuming due and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, examinership, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (ivd) that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by such party will violate its organizational documents or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party is a party or by which such party is bound, other than those that have been previously obtained.

Representations and Warranties of Each Party. Each party hereto to this Agreement severally, and not jointly, hereby represents and warrants: warrants to the other party that: (a) Such party (i) that it is duly formed, organized and validly existing and in good standing under the laws of its jurisdiction of formation; organization or incorporation, (ii) that it is in good standing under such laws, and (iii) has all requisite full power and authority to enter into execute, deliver and deliver this Agreement, to carry out the transactions contemplated hereby and to perform its obligations hereunder; under this Agreement. (b) Such party’s execution, delivery, and performance of this Agreement has not resulted and will not result in a breach of any provision of (i) its organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to such party, (iii) that this any judgment, injunction, decree or determination applicable to such party, or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other instrument by which such party may be bound or to which any of its assets are subject. (c) This Agreement (i) has been duly and validly executed authorized, executed, and delivered and, assuming due and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and (ii) is its legal, valid, and binding obligation, enforceable against such party in accordance with its their respective terms, except as such enforceability against such party may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by the court’s discretion in general relation to equitable remedies. (d) Except for applicable federal and subject state securities filings, to general principles the knowledge of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by such party will violate its organizational documents or conflict party, no notice to, registration with, result in a breach consent or approval of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise other action by, any relevant Governmental Authority or permit to which other entity is or will be required for such party is a party or by which such party is boundto execute, other than those that have been previously obtaineddeliver, and perform its obligations under, this Agreement.

Representations and Warranties of Each Party. Each party hereto represents and warrants, for itself only, as follows: (ia) that it is duly formed, validly existing such party has full legal right and in good standing under the laws of its jurisdiction of formation; (ii) that it has all requisite power and authority capacity to enter into execute and deliver this Agreement, to carry out perform its obligations hereunder and to consummate the transactions contemplated hereby and to perform its obligations hereunderhereby; (iiib) that this Agreement has been duly and validly executed and delivered andby such party and the execution, assuming due delivery and valid authorization, execution performance of this Agreement by such party and delivery hereof the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such party and no other parties, actions or proceedings on the part of such party are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; (c) this Agreement constitutes the valid and legally binding obligation agreement of such party and is party, enforceable against such each party in accordance with its termsterms (subject as to enforcement, except as may be limited by to bankruptcy, insolvency, reorganization, moratorium moratorium, and other laws relating to or other similar laws affecting the enforcement of creditors’ ' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawprinciples); and (ivd) that neither the execution and delivery of this Agreement nor by each party does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Laws or agreements binding upon such party or the Securities owned by such party will violate its organizational documents party, nor require any authorization, consent or conflict approval of, or filing with, result in a breach ofany Governmental Entity, constitute a default under, result in except for filings with the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party is a party or SEC by which such party is bound, other than those that have been previously obtainedparty.

Representations and Warranties of Each Party. (a) Each party hereto represents and warrants: (i) that it is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) that it has all requisite power and authority to enter into and deliver this Agreement, to carry out the transactions contemplated hereby and to perform its obligations hereunder; (iii) that this Agreement has been duly and validly executed and delivered and, assuming due and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by such party will violate its organizational documents or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party is a party or by which such party is bound, other than those that have been previously obtained.

Representations and Warranties of Each Party. Each party hereto represents and warrants: warrants that: (i) that it is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) that it has all requisite power and authority to enter into and deliver this Agreement, to carry out the transactions contemplated hereby and to perform its obligations hereunder; (iii) that this Agreement has been duly and validly executed and delivered and, assuming due by such party and valid authorization, execution and delivery hereof by the other parties, constitutes the a valid and legally binding obligation of such party and is party, enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or other similar laws affecting the enforcement of creditors’ rights in generally and by general equitable principles; (ii) as of the Effective Date, the execution, delivery and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) that neither the execution and delivery performance of this Agreement nor have been duly authorized by all necessary action on the consummation part of the transactions contemplated hereby by such party will violate party, its organizational documents officers and directors and does not conflict with any agreement, instrument or conflict withunderstanding, result in a breach oforal or written, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit to which such party is a party or by which it may be bound, and, to the best of its knowledge, does not violate any material law or regulation of any court, governmental body or administrative or other agency having authority over it; (iii) such party has full power and authority to perform the obligations set forth herein; (iv) such party is boundnot subject to any order, other than those that have been previously obtaineddecree or injunction by a court of competent jurisdiction which may prevent or materially delay the consummation of the transactions contemplated by this Agreement; and (v) such party is duly organized, validly existing and in good standing under the laws of the jurisdiction where it is organized.

Representations and Warranties of Each Party. Each party hereto represents and warrants: warrants to the other parties that: (ia) that it is duly formedsuch party, validly existing and in good standing under the laws of its jurisdiction of formation; (ii) that it if not a natural Person, has all requisite limited partnership, limited liability company or corporate authority and power and authority to enter into execute and deliver this Agreement, to carry out the transactions contemplated hereby Agreement and to perform its such party’s obligations hereunder; ; (iiib) that the execution and delivery of this Agreement by such party and the performance of such party’s obligations hereunder have been duly and validly authorized by all required limited partnership, limited liability company, corporate or other action on the part of such party, including in the case of the Company, approval by the Board and all applicable committees of the Board, and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement by such party or the performance of such party’s obligations hereunder; (c) this Agreement has been duly and validly executed and delivered and, assuming due by such party and valid authorization, execution and delivery hereof by the other parties, constitutes the valid and legally binding obligation of such party and is party, enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity ; and (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (ivd) that neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by such party and the performance of such party’s obligations hereunder will violate its organizational documents or conflict with, not result in a breach of, constitute a default under, result in the acceleration of, create violation in any party the right to acceleratematerial respect of any terms or provisions of any (i) organizational document of such party, terminate, modify or cancel, or require any notice or consent under, any contract, or any franchise or permit (ii) agreement to which such party is a party or by which such party is boundmay otherwise be bound or (iii) law, other than those that have been previously obtainedrule, license, regulation, judgment, order or decree governing or affecting such party.