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

Operator’s Representations and Warranties. Operator hereby represents and warrants to Customer on the date of execution hereof as follows: (a) Operator is a limited partnership duly organized and in good standing under the laws of the State of Delaware, and has qualified to do business as a foreign limited partnership in the State of Maryland. (b) Operator has the power, authority and legal right to enter into and perform its obligations under this Agreement. The execution, delivery and performance of Operator’s obligations under this Agreement have been duly authorized by all required limited partnership action and do not and will not: (i) violate any applicable Legal Requirement or any provisions of its organizational documents; or (ii) constitute or give rise to a default under any agreement or instrument to which Operator is a party or by which its assets may be bound, or result in the creation of any Encumbrance on any assets of Operator. (c) This Agreement has been duly executed and delivered by Operator and constitutes a legal, valid and binding obligation of Operator, enforceable against Operator in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting rights of creditors generally. (d) No event has occurred or is reasonably anticipated by Operator that is likely to have a material adverse effect on the financial condition of Operator or its ultimate parent or on Operator’s ability to perform its obligations hereunder. (e) Except as described in Schedule 11.1(e), there is no pending or, to the knowledge of Operator, threatened, claim, action or proceeding affecting Operator before any court, arbitrator or any administrative agency or other governmental authority that could reasonably be expected to materially adversely affect Operator’s ability to perform its obligations under this Agreement.