Common use of OVG Representations and Warranties Clause in Contracts

OVG Representations and Warranties. (i) OVG is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware and has the power, right, authority, and legal capacity to execute and deliver this MOU, the Transaction Documents, and the other documents, instruments, certificates, and agreements required to be executed and delivered by it hereunder and to enter into and perform the transactions contemplated hereby, and to carry on the business now conducted or proposed to be conducted by it. OVG has taken all limited liability company action required to execute, deliDvRAFT er, and perform this MOU and the transaction, and has caused this MOU to be executed by its duly authorized officers. (ii) Neither the entry into nor the performance of this MOU, or the entering into of the Transaction Documents, by OVG will (A) violate, conflict with, result in a breach under, or constitute a default under, any corporate charter, certificate of incorporation, by-law, partnership agreement, limited liability company agreement, indenture, contract, agreement, permit, judgment, decree, or order to which OVG is a party or by which OVG is bound, or (B) require the consent of any third party other than as has already been obtained. (iii) There are no judgments, orders or decrees of any kind against OVG unpaid or unsatisfied of record or any legal action, suit, or other legal or administrative proceeding pending, threatened, or reasonably anticipated which could be filed before any court or administrative agency which has, or is likely to have, a material adverse effect on the ability of OVG to perform its obligations under this MOU. (iv) OVG has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law relating to bankruptcy or insolvency, nor has any such petition been filed against OVG. No general assignment of OVG’s land or other assets has been made for the benefit of creditors, and no receiver, master, liquidator, or trustee has been appointed for OVG or any of its land or other assets. OVG is not insolvent and the consummation of the transactions contemplated by this MOU shall not render OVG insolvent.

OVG Representations and Warranties. (i) OVG is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware and has the power, right, authority, and legal capacity to execute and deliver this MOU, the Transaction Documents, and the other documents, instruments, certificates, and agreements required to be executed and delivered by it hereunder and to enter into and perform the transactions contemplated hereby, and to carry on the business now conducted or proposed to be conducted by it. OVG has taken all limited liability company action required to execute, deliDvRAFT erdeliver, and perform this MOU and the transaction, and has caused this MOU to be executed by its duly authorized officers. (ii) Neither the entry into nor the performance of this MOU, or the entering into of the Transaction Documents, by OVG will (A) violate, conflict with, result in a breach under, or constitute a default under, any corporate charter, certificate of incorporation, by-law, partnership agreement, limited liability company agreement, indenture, contract, agreement, permit, judgment, decree, or order to which OVG is a party or by which OVG is bound, or (B) require the consent of any third party other than as has already been obtained. (iii) There are no judgments, orders or decrees of any kind against OVG unpaid or unsatisfied of record or any legal action, suit, or other legal or administrative proceeding pending, threatened, or reasonably anticipated which could be filed before any court or administrative agency which has, or is likely to have, a material adverse effect on the ability of OVG to perform its obligations under this MOU. (iv) OVG has not filed DRAFT any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law relating to bankruptcy or insolvency, nor has any such petition been filed against OVG. No general assignment of OVG’s land or other assets has been made for the benefit of creditors, and no receiver, master, liquidator, or trustee has been appointed for OVG or any of its land or other assets. OVG is not insolvent and the consummation of the transactions contemplated by this MOU shall not render OVG insolvent.