Common use of Representations and Warranties Certain Covenants Clause in Contracts

Representations and Warranties Certain Covenants. (a) Representations and Warranties of Stone Coast. Stone Coast represents and warrants to the Client that: (i) It is duly organized and existing in good standing under the laws of its jurisdiction; (ii) It is empowered to enter into this Agreement and perform its duties and obligations under this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties and obligations under this Agreement; (iv) It has the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Stone Coast, enforceable against Stone Coast in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties. (b) Representations and Warranties of Client(s) and Manager. The Client and the Manager individually represent and warrant to Stone Coast that: (i) It is duly organized and existing and in good standing under the laws of its jurisdiction; (ii) It is empowered to enter into this Agreement and perform its duties under this Agreement; (iii) All requisite corporate or similar proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement; (iv) It is in compliance with all applicable laws and regulations, and any currently ongoing regulatory investigation, enforcement action or litigation involving the Client and/or the Manager which might materially impact the Client, the Manager or Interestholders has been disclosed to Stone Coast; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

Representations and Warranties Certain Covenants. SECTION (a) Representations and Warranties of Stone Coast. Stone Coast The General Partner hereby represents and warrants to the Client Owner that: (i) It is duly organized and existing in good standing under the laws of its jurisdiction; (ii) It is empowered to enter into this Agreement and perform its duties and obligations under this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement and perform its duties and obligations under this Agreement; (iv) It has the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Stone Coast, enforceable against Stone Coast in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties. (b) Representations and Warranties of Client(s) and Manager. The Client and the Manager individually represent and warrant to Stone Coast that: General Partner (i) It is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite corporate power and legal right to own and operate its jurisdiction;properties and to carry on its business as presently conducted, and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the General Partner to perform its obligations hereunder. (ii) It is empowered the General Partner has full power and authority to enter into execute and deliver this Agreement and any documents referred to herein and to perform its duties under this Agreementobligations in accordance herewith and therewith; (iii) All requisite corporate all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions, and variances of, and notices to or similar filings with any governmental or public body and other proceedings to be taken by or on the part of the General Partner to authorize the General Partner to perform hereunder and under any documents referred to herein or contemplated hereby have been taken to authorize it to enter into this Agreement duly and perform its duties under this Agreementproperly taken; (iv) It is in compliance with all applicable laws and regulations, and any currently ongoing regulatory investigation, enforcement action or litigation involving the Client and/or the Manager which might materially impact the Client, the Manager or Interestholders this Agreement has been disclosed to Stone Coast; (v) This Agreementduly authorized, when executed and delivereddelivered by the General Partner and, will constitute a assuming the due authorization, execution and delivery of this Agreement by the Owner, this Agreement constitutes the legal, valid and binding obligation of such Partythe General Partner, enforceable against such Party in accordance with its terms, subject subject, as to enforceability, to applicable bankruptcy, insolvencyinsolvency and similar laws affecting creditors' rights generally, reorganizationand to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and (v) the execution, moratorium delivery and performance hereof by the General Partner and any obligations contemplated herein will not result in any violation of any term of the articles of incorporation or the by-laws of the General Partner, do not require stockholder approval or the approval or consent of any trustee or holders of indebtedness of the General Partner except such as have been obtained prior to the date hereof and will not conflict with or result in a breach in any material respect of any terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets of the General Partner under, any indenture, mortgage or other agreement or instrument to which the General Partner is a party or by which it or any of its property is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the General Partner or any of its activities or properties. SECTION (b) The Owner hereby represents and warrants to the General Partner that: (i) the Owner (i) is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite power and legal right to own and operate its properties and to carry on its business as presently conducted and (iii) to the best of its knowledge after due inquiry, is duly qualified to do business as a foreign limited partnership in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure to so qualify would not materially impair the ability of the Owner to perform its obligations hereunder; (ii) the Owner has full power and authority to execute and deliver this Agreement and any documents referred to herein and to perform its obligations in accordance herewith and therewith; (iii) all acts, consents, licenses, orders, authorizations, approvals, waivers, extensions and variances of, and notices to or filings with any governmental or public body and other proceedings to be taken by or on the part of the Owner to authorize the Owner to perform hereunder and under any documents referred to herein or contemplated hereby have been duly and properly taken; (iv) this Agreement has been duly authorized, executed and delivered by the Owner and, assuming the due authorization, execution and delivery of this Agreement by the General Partner, this Agreement constitutes the legal, valid and binding obligation of the Owner, enforceable in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (v) the execution, delivery and performance hereof by the Owner and any obligations contemplated herein will not result in any violation of any term of the certificate of limited partnership or the partnership agreement of the Owner, do not require the approval or consent of any limited partner or general application affecting partner of the rights Owner, except such as have been obtained prior to the date hereof, and remedies will not conflict with or result in a breach in any material respect of creditors any terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any property or assets of the Owner under, any indenture, mortgage or other agreement or instrument to which the Owner is a party or by which it or any of its property is bound, or any existing applicable law, rule, regulation, license, judgment, order or decree of any government, governmental body or court having jurisdiction over the Owner or any of its activities or properties; and (vi) upon the sale of the Property and secured partiesEquipment, as contemplated hereby, the Owner's interest in the Property and Equipment will vest in the General Partner, free and clear of all Liens (other then Permitted Liens).