Common use of Representations and Warranties of Investors Clause in Contracts

Representations and Warranties of Investors. Each of the Investors hereby represents and warrants, severally and not jointly, that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on such Investor’s part and do not contravene any provision of such Investor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on such Investor or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by such Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement has been duly and validly executed and delivered by such Investor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than the Investors) constitutes a legal, valid and binding obligation of such Investor enforceable against such Investor in accordance with its terms, subject to the Enforceability Exceptions; (e) the Pro Rata Percentage of the Commitment of such Investor is less than the maximum amount that such Investor is permitted to invest in any one portfolio investment pursuant to the terms of such Investor’s constituent documents or otherwise; and (f) such Investor will at the Closing have sufficient funds to pay its Pro Rata Percentage of the Commitment.