Common use of Summit’s Representations and Warranties Clause in Contracts

Summit’s Representations and Warranties. Summit hereby represents and warrants to Purchaser that: 15.3.1 Neither the execution, delivery or performance of this Agreement nor the consummation of transactions contemplated hereby will (i) violate, conflict with or constitute a default under any organizational document of Summit, (ii) violate, conflict with or constitute a default under any contract, bond, note or other instrument of indebtedness, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which Summit is a party or (iii) constitute a violation of any law, statute, regulation, rule, order, writ, judgment, injunction or decree applicable to Summit or its assets or properties. 15.3.2 Summit has full power, right and authority to (i) execute and deliver this Agreement, (ii) perform its obligations hereunder and (iii) consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly authorized by proper corporate action in accordance with applicable law and with the organizational documents of Summit. No further corporate proceedings on the part of Summit are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Summit. This Agreement, when executed and delivered by Summit and Purchaser will constitute the legal, valid and binding agreement of Summit, enforceable against Summit in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. 15.3.3 No consent, approval, order, waiver, authorization, registration or declaration is required to be obtained by Summit from, and no notice or filing is required to be given by Summit to, or made by Summit with, any governmental authority or other person or entity in connection with the execution, delivery and performance by Summit of this Agreement. 15.3.4 Summit hereby covenants and agrees that it shall remain in existence and shall maintain the financial wherewithal to satisfy its obligations under this Section 15.