Common use of BY THE SF MANAGER Clause in Contracts

BY THE SF MANAGER. The SF Manager hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due incorporation): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (Constitution): the execution, delivery and performance by it of this agreement and each Note does not and will not violate its constitution; (c) (Corporate power): the SF Manager has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations hereunder; (d) (Filings): the SF Manager has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in its jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate; (e) (Legally Binding Obligation): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of the SF Manager in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisation, moratorium or trust or other similar laws affecting creditors' rights generally; (f) (Execution, Delivery and Performance): the execution, delivery and performance of this agreement and each Note by the SF Manager does not violate any existing law or regulation or any document or agreement to which the SF Manager is a party or which is binding upon it or any of its assets; and (g) (Authorisation): all consents, licences, approvals and authorisations of every Government Agency required to be obtained by the SF Manager in connection with the execution, delivery and performance of this agreement and each Note have been obtained and are valid and subsisting.

BY THE SF MANAGER. The SF Manager hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due incorporation): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (Constitution): the execution, delivery and performance by it of this agreement and each Note does not and will not violate its constitution; (c) (Corporate power): the SF Manager has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations hereunder; (d) (Filings): the SF Manager has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in its jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate; (e) (Legally Binding Obligation): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of the SF Manager in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisation, moratorium or trust or other similar laws affecting creditors' rights generally; (f) (Execution, Delivery and Performance): the execution, delivery and performance of this agreement and each Note by the SF Manager does not violate any existing law or regulation or any document or agreement to which the SF Manager is a party or which is binding upon it or any of its assets; and (g) (Authorisation): all consents, licences, approvals and authorisations of every Government Governmental Agency required to be obtained by the SF Manager in connection with the execution, delivery and performance of this agreement and each Note have been obtained and are valid and subsisting.