Common use of MSR Representations and Warranties Clause in Contracts

MSR Representations and Warranties. By signature below, MSR represents and warrants to the City that as of the Effective Date: A. MSR is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and is authorized to do business in Seattle, Washington. B. MSR has obtained all corporate authorizations and approvals, including those authorizations required by any lender or affiliate partner or entity, required for MSR to enter this Agreement and MSR has all requisite power and authority to perform its obligations under this Agreement. C. MSR’s execution and delivery of this Agreement and its performance of this Agreement according to its terms does not (i) violate the organizational documents of MSR or (ii) result in a breach of, or constitute a default (or any event which with the giving of notice or lapse of time would become a default) under, require any consent under, or give to any other person any rights of termination, amendment, acceleration, suspension, revocation or cancellation of this Agreement, or result in the creation of any lien on the assets or the properties of MSR. D. No suit, proceeding or other action is pending or, to the knowledge of MSR, is threatened against MSR that would reasonably be expected to have a material adverse effect upon or prevent MSR’s performance under this Agreement. E. The individual executing this Agreement on behalf of MSR has the authority to bind MSR and this Agreement has been duly executed and delivered by MSR and constitutes valid and binding obligations of MSR.