Representations of Sponsor. Sponsor represents that it is duly organized, validly existing, and in good standing under the laws of the state of New York. Sponsor has been granted all requisite power and authority to carry on its business and to own and operate its properties and assets. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Sponsor. There is no pending or, to Sponsor’s knowledge, threatened litigation involving Sponsor that would impair this Agreement or Sponsor’s ability to perform its obligations hereunder. There is no indenture, contract, or other encumbrance to which Sponsor is a party or otherwise bound that prohibits or may interfere with the execution, delivery, or performance by Sponsor of this Agreement or any provision hereof.
Representations of Sponsor. (a) The Sponsor, as of the date hereof, hereby represents to the Authority that on and as of the Amendment Date:
(i) the Sponsor is a duly organized, validly existing Delaware limited partnership;
(ii) the execution and delivery of this Agreement by the Sponsor, the consummation by the Sponsor of the transactions contemplated in this Agreement, and the performance of, and compliance with, the terms of this Agreement by the Sponsor, do not conflict with or result in a breach of, violation of, or constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under (1) the organizational documents of the Sponsor, (2) any of the provisions of any law, rule, regulation, judgment, decree, demand, or order (of any federal, state, or local governmental or regulatory authority or court) or the determination of any arbitrator binding on the Sponsor or its interests, (3) any of the provisions of any indenture, mortgage loan, contract, instrument, or other document to which the Sponsor is a party or by which it is bound, or (4) the terms and provisions of the SCE Assets, or the rules and regulations of the issuer prohibiting or restricting the transfer of the SCE Assets, if any, with respect thereto;
(iii) the Sponsor has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;
(iv) this Agreement, assuming due authorization, execution and delivery by the Authority, constitutes a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the terms hereof, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, by the application of equitable principles, and by the exercise of judicial discretion in appropriate cases;
(v) the Sponsor is not in violation of, and its execution and delivery of this Agreement and its performance of, and compliance with, the terms of this Agreement will not constitute a violation of, any law, any judgment, order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation will affect materially and adversely the ability of the Sponsor to perfor...
Representations of Sponsor. Sponsor hereby represents and warrants to CF Corp and the Company that:
(a) Sponsor has the financial capacity to pay and perform its obligations under this Letter Agreement, and that all funds necessary for Sponsor to fulfill its obligations under the Letter Agreement shall be available to Sponsor for so long as this Letter Agreement shall remain in effect.
(b) Sponsor is duly incorporated or organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of the jurisdiction of its incorporation or organization.
(c) Sponsor has all necessary power and authority to execute and deliver this Letter Agreement and to perform its obligations hereunder. The execution and delivery by Sponsor of this Letter Agreement, and the performance by Sponsor of its obligations hereunder, have been duly authorized by all necessary action, and no other proceedings on the part of Sponsor are necessary to authorize this Letter Agreement or to performance by Sponsor of its obligations hereunder. This Letter Agreement has been duly executed and delivered by Sponsor and, assuming the due authorization, execution and delivery by CF Corp, constitutes a legal, valid and binding obligation of Sponsor enforceable against Sponsor in accordance with its terms.
(d) The execution and delivery of this Letter Agreement by Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i) conflict with or violate any provision of the organizational documents of Sponsor, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 10(e) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to Sponsor or by which any property or asset of Sponsor is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which Sponsor is entitled under, any Contract to which Sponsor is a party or by which Sponsor, or any property or asset of Sponsor, is bound or affected or (iv) resul...
Representations of Sponsor. Sponsor represents and warrants that Sponsor has the legal right, authority and power to enter into this Agreement and meet the obligations set forth herein.
