Common use of Representations and Warranties of Manager Clause in Contracts

Representations and Warranties of Manager. Manager represents and warrants to Owner as of the Effective Date as follows: 12.2.1 Manager is a corporation duly organized, validly existing, and in good standing under the laws of the state of its organization, is duly qualified to do business in the state in which the Hotel is located, and has full power, authority, and legal right to execute, perform, and timely observe all of the provisions of this Contract to be performed or observed by Manager. Manager's execution, delivery, and performance of this Contract have been duly authorized by all necessary corporate action on the part of Manager. 12.2.2 This Contract constitutes a valid and binding obligation of Manager and does not and will not constitute a breach of or default under the organizational and governing documents of Manager or the terms, conditions, or provisions of any law, order, rule, regulation, judgment, decree, agreement, or instrument to which Manager is a party or by which it or any substantial portion of its assets is bound or affected. 12.2.3 No approval of any third party is required for Manager's execution and performance of this Contract that has not been obtained prior to the execution of this Contract. 12.2.4 Manager, at its own expense, shall maintain in full force and effect throughout the Operating Term its legal existence and the rights required for it timely to observe and perform all of the terms and conditions of this Contract. 12.2.5 To its actual knowledge, there is no litigation, proceeding or governmental investigation pending or threatened against Manager that could adversely affect the validity of this Contract or the ability of Manager to comply with its obligations under this Contract. 12.2.6 No broker or finder was retained by Manager to render services in connection with any of the transactions contemplated hereby, and no fees are due to any third party with respect hereto. 12.2.7 Manager (or an Affiliate of Manager ) owns the rights to the Brand Name and Manager has the right to use the Brand Name at the Hotel in the manner contemplated in this Contract.

Representations and Warranties of Manager. Manager represents and warrants to Owner as of the Effective Date as follows: 12.2.1 19.1.1 Manager is a corporation limited liability company duly organized, validly existing, and in good standing under the laws of the state of its its’ organization, is duly qualified to do business in the state in which the Hotel Resort is located, located and has full power, authority, and legal right to execute, perform, and timely observe all of the provisions of this Contract Agreement to be performed or observed by Manager. Manager's ’s execution, delivery, and performance of this Contract have Agreement has been duly authorized by all necessary corporate action on the part of Manager. 12.2.2 19.1.2 This Contract Agreement constitutes a valid and binding obligation of Manager and an does not and will not constitute a breach of or default under the organizational and governing documents of Manager or the terms, conditions, or provisions of any law, order, rule, regulation, judgment, decree, agreement, or instrument to which Manager is a party or by which it or any substantial portion of its assets is bound or affected. . 12.2.3 No 19.1.3 Except as expressly described in Section 20.19, no approval of any third party is required for Manager's ’s execution and performance of this Contract Agreement that has not been obtained prior to the execution of this ContractAgreement. 12.2.4 19.1.4 Manager, at its own expense, shall maintain in full force and effect throughout the Operating Term its legal existence and the rights required for it timely to observe and perform all of the terms and conditions of this ContractAgreement. 12.2.5 19.1.5 To its actual knowledge, there is no litigation, proceeding or governmental investigation pending or threatened against Manager that could adversely affect the validity of this Contract Agreement or the ability of Manager to comply with its obligations under this ContractAgreement. 12.2.6 19.1.6 No broker or finder was retained by Manager to render services in connection with any of the transactions contemplated hereby, and no fees are due to any third party with respect hereto. 12.2.7 Manager (or an Affiliate of Manager ) owns the rights to the Brand Name and Manager has the right to use the Brand Name at the Hotel in the manner contemplated in this Contract.

Representations and Warranties of Manager. Manager represents and warrants to Owner as of Westgate the Effective Date as followsfollowing: 12.2.1 3.6.1. Manager is a corporation duly organized, validly existing, and in good standing under the laws of the state of its organization, is duly qualified to do business in the state in which the Hotel Timeshare Property is located, and has full power, authority, and legal right to execute, perform, and timely observe all of the provisions of this Contract Agreement to be performed or observed by Manager. Manager's ’s execution, delivery, and performance of this Contract Agreement have been duly authorized by all necessary corporate action on the part of Manager. 12.2.2 3.6.2. This Contract Agreement constitutes a valid and binding obligation of Manager and does not and will not constitute a breach of or default under the organizational and governing documents of Manager or the terms, conditions, or provisions of any law, order, rule, regulation, judgment, decree, agreement, or instrument to which Manager is a party or by which it or any substantial portion of its assets is bound or affected. 12.2.3 3.6.3. No approval of any third party is required for Manager's ’s execution and performance perform­ance of this Contract Agreement that has not been obtained prior to the execution of this ContractAgreement. 12.2.4 3.6.4. Manager, at its own expense, shall will maintain in full force and effect throughout the Operating Term its legal existence and the rights required for it timely to observe and perform all of the terms and conditions of this ContractAgreement. 12.2.5 3.6.5. To its actual knowledge, there is no litigation, proceeding or governmental investigation pending or threatened against Manager that could adversely affect the validity of this Contract Agreement or the ability of Manager to comply with its obligations obliga­tions under this ContractAgreement. 12.2.6 3.6.6. No broker or finder was retained by Manager to render services in connection with any of the transactions contemplated hereby, and no fees are due to any third party with respect hereto. 12.2.7 3.6.7. Manager (or an Affiliate of Manager Manager) (or Manager’s delegee) owns the rights to the Brand Name and Manager has the right to use the Brand Name at the Hotel Timeshare Property in the manner contemplated in this ContractAgreement.

Representations and Warranties of Manager. Manager represents and warrants to Resort Owner as of the Effective Date as follows: 12.2.1 20.1.1 Manager is a corporation limited liability company duly organized, validly existing, and in good standing under the laws of the state of its its’ organization, is duly qualified to do business in the state in which the Hotel Resort is located, located and has full power, authority, and legal right to execute, perform, and timely observe all of the provisions of this Contract Agreement to be performed or observed by Manager. Manager's ’s execution, delivery, and performance of this Contract have Agreement has been duly authorized by all necessary corporate action on the part of Manager. 12.2.2 20.1.2 This Contract Agreement constitutes a valid and binding obligation of Manager and an does not and will not constitute a breach of or default under the organizational and governing documents of Manager or the terms, conditions, or provisions of any law, order, rule, regulation, judgment, decree, agreement, or instrument to which Manager is a party or by which it or any substantial portion of its assets is bound or affected. 12.2.3 20.1.3 Manager, at its own expense, shall maintain its legal existence in full force and effect during the Term. 20.1.4 No approval of any third party is required for Manager's ’s execution and performance of this Contract Agreement that has not been obtained prior to the execution of this ContractAgreement. 12.2.4 Manager, at its own expense, shall maintain in full force and effect throughout the Operating Term its legal existence and the rights required for it timely to observe and perform all of the terms and conditions of this Contract. 12.2.5 20.1.5 To its actual knowledge, there is no litigation, proceeding or governmental investigation pending or threatened against Manager or its Affiliates or principals that could adversely affect the validity of this Contract Agreement or the ability of Manager to comply with its obligations under this ContractAgreement. 12.2.6 20.1.6 No broker or finder was retained by Manager to render services in connection with any of the transactions contemplated hereby, and no fees are due to any third party with respect hereto. 12.2.7 20.1.7 Manager, together with its Affiliates, has resources and personnel sufficient for Manager (or an Affiliate of Manager ) owns the rights to the Brand Name and Manager has the right to use the Brand Name at the Hotel in the manner contemplated in fully perform its obligations under this ContractAgreement.

Representations and Warranties of Manager. Manager represents and warrants to Owner Owner, as of the Effective Date date hereof, as follows: 12.2.1 (a) Manager is a corporation duly organized, validly existing, existing and in good standing under the laws of the state of its organization, is duly qualified to do business in the state in which the Hotel is located, and has full power, authority, authority and legal right to execute, perform, perform and timely observe all of the provisions of this Contract Agreement to be performed or observed by Manager. Manager's execution, delivery, delivery and performance of this Contract Agreement have been duly authorized by all necessary corporate action on the part of Manager. 12.2.2 (b) This Contract Agreement constitutes a valid and binding obligation of Manager and does not and will not constitute a breach of or default under the organizational and governing documents of Manager or the terms, conditions, conditions or provisions of any Embassy Suites __________ Management Agreement law, order, rule, regulation, judgment, decree, agreement, agreement or instrument to which Manager is a party or by which it or any substantial portion of its assets is bound or affected. 12.2.3 (c) No approval of any third party is required for Manager's execution and performance of this Contract that has not been obtained prior to the execution of this ContractAgreement is required for Manager's execution and performance of this Agreement (other than the licenses and permits to be obtained and maintained as contemplated by Paragraph 4.06(f)). 12.2.4 (d) Manager, at its own expense, shall maintain in full force and effect throughout the Operating Term of this Agreement its legal existence and the rights required for it timely to observe and perform all of the terms and conditions of this ContractAgreement (other than the licenses and permits to be obtained and maintained as contemplated by Paragraph 4.06(f)). 12.2.5 To its actual knowledge, there (e) There is no litigation, litigation or proceeding or governmental investigation pending or threatened against Manager that could adversely affect the validity of this Contract Agreement or the ability of Manager to comply with its obligations under this ContractAgreement. 12.2.6 No broker or finder was retained by Manager to render services in connection with any of the transactions contemplated hereby, and no fees are due to any third party with respect hereto. 12.2.7 Manager (or an Affiliate of Manager ) owns the rights to the Brand Name and Manager has the right to use the Brand Name at the Hotel in the manner contemplated in this Contract.

Representations and Warranties of Manager. Manager represents and warrants to Owner as of the Effective Date as follows: 12.2.1 20.1.1 Manager is a corporation limited liability company duly organized, validly existing, and in good standing under the laws of the state of its its’ organization, is duly qualified to do business in the state in which the Hotel Resort is located, located and has full power, authority, and legal right to execute, perform, and timely observe all of the provisions of this Contract Agreement to be performed or observed by Manager. Manager's ’s execution, delivery, and performance of this Contract have Agreement has been duly authorized by all necessary corporate action on the part of Manager. 12.2.2 20.1.2 This Contract Agreement constitutes a valid and binding obligation of Manager and an does not and will not constitute a breach of or default under the organizational and governing documents of Manager or the terms, conditions, or provisions of any law, order, rule, regulation, judgment, decree, agreement, or instrument to which Manager is a party or by which it or any substantial portion of its assets is bound or affected. 12.2.3 No 20.1.3 Except as may be required by the lender under the Loan Agreement, no approval of any third party is required for Manager's ’s execution and performance of this Contract Agreement that has not been obtained prior to the execution of this ContractAgreement. 12.2.4 20.1.4 Manager, at its own expense, shall maintain in full force and effect throughout the Operating Term its legal existence and the rights required for it timely to observe and perform all of the terms and conditions of this ContractAgreement. 12.2.5 20.1.5 To its actual knowledge, there is no litigation, proceeding or governmental investigation pending or threatened against Manager that could adversely affect the validity of this Contract Agreement or the ability of Manager to comply with its obligations under this ContractAgreement. 12.2.6 20.1.6 No broker or finder was retained by Manager to render services in connection with any of the transactions contemplated hereby, and no fees are due to any third party with respect hereto. 12.2.7 Manager (or an Affiliate of Manager ) owns the rights to the Brand Name and Manager has the right to use the Brand Name at the Hotel in the manner contemplated in this Contract.