Representations by all parties Each party represents in accordance with clause 23.1 or clause 23.2 (as applicable) that:
Representations by all parties Each party represents in accordance with clause 23.1 or clause 23.2 (as applicable) that: it is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation (and, if relevant under those laws, in good standing); it has the power to execute the Membership Agreement and any other documentation relating to the Membership Agreement to which it is a party, to deliver the Membership Agreement and any other document relating to the Membership Agreement that it is required by the Membership Agreement to deliver and to perform its obligations under the Membership Agreement and this agreement and has taken all necessary action to authorise that execution, delivery and performance; the execution, delivery and performance of the Membership Agreement and the performance of this agreement do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; all governmental and other licences, authorisations, permits, consents and other approvals (if any) that are required to enable the party to fulfil any of its obligations under the Membership Agreement and this agreement have been obtained and are in full force and effect and all conditions of any required authorisations have been complied with; its obligations under the Membership Agreement and this agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting creditors’ rights generally and subject as to enforceability to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); no Default Event or event which with notice and/or lapse of time would constitute a Default Event has occurred with respect to it and is continuing and no such event or circumstance would occur as a result of it entering into or performing its obligations under the Membership Agreement or this agreement; no litigation, arbitration or administrative suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency, official or arbitrator is pending, so far as it is aware, threatened against it which would, if adversely determined, ...
