Common use of Representations, Warranties of Each Party Clause in Contracts

Representations, Warranties of Each Party. Each Party represents and warrants to the other Party as of the Effective Date that: (a) it is a corporation or limited company duly organized, validly existing, and in good standing under the laws of the jurisdiction of formation; (b) it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and (d) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

Representations, Warranties of Each Party. Each Party represents and warrants to the other Party as of the Effective Date that: (a) it is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of formation; (b) it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and (d) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

Representations, Warranties of Each Party. Each Party represents and warrants to the other Party as of the Effective Date that: (a) it is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of formation; (b) it has full corporate or organizational power and authority to execute, deliver, and perform its obligations under this Agreement, and has taken all corporate or other organizational action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and (d) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a party; or (ciii) violate any Applicable Laws.

Representations, Warranties of Each Party. Each Party represents and warrants to the other Party that, as of the Amendment Effective Date thatDate: (a) it is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of formation; (b) it has full corporate or organizational power and authority to execute, deliver, and perform its obligations under this Agreement, and has taken all corporate or other organizational action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and (d) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a party; or (ciii) violate any Applicable Laws.

Representations, Warranties of Each Party. Each Party represents and warrants to the other Party as of the Effective Date that: (a) it is a corporation or limited company duly organized, validly existing, and in good standing under the laws of the jurisdiction of formation; (b) it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and (d) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (ai) conflict with or result in a breach of any provision of its organizational documents, (bii) result in a breach of any agreement to which it is a party; , or (ciii) violate any Applicable Laws.

Representations, Warranties of Each Party. Each Party represents and warrants to the other Party Party, as of the Effective Date Date, that: (a) 9.1.1 it is a corporation or limited company duly organized, validly existing, existing and in good standing under the laws of the in its jurisdiction of formationorganization; (b) 9.1.2 it has full corporate power and authority to execute, deliver, deliver and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) 9.1.3 this Agreement constitutes a valid has been duly executed by it and is legally binding agreement upon it and enforceable against it in accordance with its terms (except as terms, subject to the enforceability thereof may be limited by effects of bankruptcy, bank moratorium insolvency or similar other laws of general application affecting creditors’ rights generally and laws restricting the enforcement of creditor rights, judicial principles affecting the availability of equitable remedies specific performance and may be subject to general principles of equity (whether or not such enforceability is considered in a proceeding at law or in equity); and (d) 9.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, the contemplated performance of its covenants and responsibilities hereunder, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it or its Affiliate is a party; , or (c) violate any Applicable Laws.. Execution Version

Representations, Warranties of Each Party. Each Party represents and warrants to the other Party as of the Execution Date and as of the Effective Date that: (a) it is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of formation; (b) it has full corporate power and authority to execute, deliver, deliver and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and (d) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.