Common use of REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT. Each of Purchaser and Parent hereby represents and warrants to Seller and the Majority Member as follows: 2.3.1 Organization, Authorization and Effect of Agreement. (a) Each of Parent and Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and is duly qualified or licensed to do business and is in good standing as a foreign limited liability company in each jurisdiction in which the character of the properties owned or leased by it or the nature of its business makes such qualification necessary, except for such of the foregoing in which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or Parent's or Purchaser's performance of their respective obligations under this Agreement or any Transaction Document to which it is or will be a party (a "PARENT MATERIAL ADVERSE EFFECT").

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT. Each of Purchaser and Parent hereby represents and warrants to Seller and the Majority Member as follows: 2.3.1 Organization, Authorization and Effect of Agreement. (a) Each of Parent and Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and is duly qualified or licensed to do business and is in good standing as a foreign limited liability company in each jurisdiction in which the character of the properties owned or leased by it or the nature of its business makes such qualification necessary, except for such of the foregoing in which the failure to be so qualified or in good standing would not, not individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or Parent's or Purchaser's performance of their respective obligations under this Agreement or any Transaction Document to which it is or will be a party (a "PARENT MATERIAL ADVERSE EFFECT").

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT. Each of Purchaser and Parent hereby represents and warrants to Seller and the Majority Member as follows: 2.3.1 Organization, Authorization and Effect of Agreement. (a) Each of Parent and Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and is duly qualified or licensed to do business and is in good standing as a foreign limited liability company in each jurisdiction in which the character of the properties owned or leased by it or the nature of its business makes such qualification necessary, except for such of the foregoing in which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or Parent's or Purchaser's performance of their respective obligations under this Agreement or any Transaction Document to which it is or will be a party (a "PARENT MATERIAL ADVERSE EFFECTParent Material Adverse Effect").