Common use of Representations and Warranties of Counterparty Clause in Contracts

Representations and Warranties of Counterparty. (a) Counterparty is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) Counterparty has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (c) Counterparty duly executed and delivered the Subject Agreement and has the power and authority to perform its obligations thereunder. (d) This Agreement and the Subject Agreement constitute the valid and legally binding obligations of Counterparty enforceable in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (e) Counterparty has no notice of, and has not consented to, any previous assignment by the Issuer of all or any part of its rights under the Subject Agreement. (f) Counterparty has not amended the Subject Agreement, has no material disputes in connection with the Subject Agreement, and is not aware of any default subsisting under the Subject Agreement.