Common use of Representations and Warranties of GP and MMP Clause in Contracts

Representations and Warranties of GP and MMP. Each of GP and MMP hereby represents, warrants and covenants to MMHGP that as of the date hereof: (a) Each of GP and MMP is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; each of GP and MMP is duly qualified and in good standing in the jurisdictions required in order to perform its obligations under this Agreement, except where failure to be so qualified or in good standing could not reasonably be expected to have a material adverse effect on MMHGP; each of GP and MMP has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) Each of GP and MMP has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of each such Person enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity); (c) The authorization, execution, delivery, and performance of this Agreement by each of GP and MMP does not and will not (i) conflict with, or result in a breach, default or violation of, (A) the certificate of formation or limited liability company agreement of GP, (B) the certificate of limited partnership of MMP or the Partnership Agreement, (C) any contract or agreement to which such Person is a party or is otherwise subject, or (D) any law, order, judgment, decree, writ, injunction or arbitral award to which such Person is subject; or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person, unless such requirement has already been satisfied, except, in the case of clauses (i)(C) and (i)(D), for such conflicts, breaches, defaults or violations that would not have a material adverse effect on GP or MMP or on their ability to perform their obligations hereunder, and except, in the case of clause (ii), for such consents, approvals, authorizations, filings, registrations or notices, the failure of which to obtain or make would not have a material adverse effect on GP or MMP or on their ability to perform their respective obligations hereunder.

Representations and Warranties of GP and MMP. Each of GP and MMP hereby represents, warrants and covenants to MMHGP that as of the date hereof: (a) Each of GP and MMP is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; each of GP and MMP is duly qualified and in good standing in the jurisdictions required in order to perform its obligations under this Agreement, except where failure to be so qualified or in good standing could not reasonably be expected to have a material adverse effect on MMHGP; each of GP and MMP has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) Each of GP and MMP has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of each such Person enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity); (c) The authorization, execution, delivery, and performance of this Agreement by each of GP and MMP does not and will not (i) conflict with, or result in a breach, default or violation of, (A) the certificate of formation or limited liability company agreement of GP, (B) the certificate of limited partnership of MMP GP or the Partnership Agreement, (CB) any contract or agreement to which such Person is a party or is otherwise subject, or (DC) any law, order, judgment, decree, writ, injunction or arbitral award to which such Person is subject; or (ii) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority governmental authority or other Person, unless such requirement has already been satisfied, except, in the case of clauses clause (i)(Ci)(B) and (i)(Di)(C), for such conflicts, breaches, defaults or violations that would not have a material adverse effect on GP or MMP or on their ability to perform their obligations hereunder, and except, in the case of clause (ii), for such consents, approvals, authorizations, filings, registrations or notices, the failure of which to obtain or make would not have a material adverse effect on GP or MMP or on their ability to perform their respective obligations hereunder.