Common use of Representations and Warranties of Unitholders Clause in Contracts

Representations and Warranties of Unitholders. Each Unitholder hereby represents and warrants to CONDOR and the other Unitholders as of the date hereof as follows: (a) If such Unitholder is an entity, such Unitholder is duly organized and validly existing in good standing under the laws of the jurisdiction of its creation and has all requisite power and authority, corporate or otherwise, to enter into and to perform its obligations hereunder and to carry out the terms hereof and the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement by such Unitholder have been duly authorized by all necessary action on the part of such Unitholder and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of such Unitholder. (c) This Agreement has been duly executed and delivered on behalf of such Unitholder by an appropriate officer of such Unitholder and constitutes the legal, valid and binding obligation of such Unitholder, enforceable against it in accordance with its terms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and by general principles of equity. (d) There is no legislation, action, suit, proceeding or investigation pending or, to the best of such Unitholder's knowledge, threatened, before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency which could reasonably be expected to materially and adversely affect the performance by such Unitholder of its obligations hereunder or which questions the validity, binding effect or enforceability hereof, any action taken or to be taken by such Unitholder pursuant hereto or any of the transactions contemplated hereby. (e) The execution, delivery and performance by such Unitholder of this Agreement and the consummation of the transactions contemplated hereby and thereby, including the incurrence by such Unitholder of its financial obligations hereunder and thereunder, will not result in any violation of any term of its constituent documents, or its Articles, as the case may be, or any material contract or agreement applicable to it, or of any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, law, ordinance, rule or regulation applicable to it, including any loan agreements executed with the banks/other creditors, or any of its properties or to any obligations incurred by it or by which it or any of its properties or obligations are bound or affected, or of any determination or award of any arbitrator applicable to it, and will not conflict with, or cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets. (f) All third party consents and approvals including banks/other creditors approval(s) required for the execution, delivery and performance if this Agreement have been obtained to the satisfaction of each other and no other consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any central, state or local government or public body, authority or agency or banks/other creditors is required in connection with the valid authorization, execution, delivery and performance by such Unitholder of this Agreement or the consummation of any of the transactions contemplated hereby.

Representations and Warranties of Unitholders. Each Unitholder hereby represents and warrants to CONDOR the Company and the other Unitholders as of the date hereof as follows: (a) If such Unitholder is an entity, such Unitholder is duly organized and validly existing in good standing under the laws of the jurisdiction of its creation and has all requisite power and authority, corporate or otherwise, to enter into and to perform its obligations hereunder and to carry out the terms hereof and the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement by such Unitholder have been duly authorized by all necessary action on the part of such Unitholder and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of such Unitholder. (c) This Agreement has been duly executed and delivered on behalf of such Unitholder by an appropriate officer of such Unitholder and constitutes the legal, valid and binding obligation of such Unitholder, enforceable against it in accordance with its terms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights generally and by general principles of equity. (d) There is no legislation, action, suit, proceeding or investigation pending or, to the best of such Unitholder's ’s knowledge, threatened, before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency which could reasonably be expected to materially and adversely affect the performance by such Unitholder of its obligations hereunder or which questions the validity, binding effect or enforceability hereof, any action taken or to be taken by such Unitholder pursuant hereto or any of the transactions contemplated hereby. (e) The execution, delivery and performance by such Unitholder of this Agreement and the consummation of the transactions contemplated hereby and thereby, including the incurrence by such Unitholder of its financial obligations hereunder and thereunder, will not result in any violation of any term of its constituent documents, or its Articles, as the case may be, or any material contract or agreement applicable to it, or of any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, law, ordinance, rule or regulation applicable to it, including any loan agreements executed with the banks/other creditors, or any of its properties or to any obligations incurred by it or by which it or any of its properties or obligations are bound or affected, or of any determination or award of any arbitrator applicable to it, and will not conflict with, or cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets. (f) All third party consents and approvals including banks/other creditors approval(s) required for the execution, delivery and performance if this Agreement have been obtained to the satisfaction of each other and no other consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any central, state or local government or public body, authority or agency or banks/other creditors is required in connection with the valid authorization, execution, delivery and performance by such Unitholder of this Agreement or the consummation of any of the transactions contemplated hereby.