Common use of Representations and Warranties of the Auction Agent Clause in Contracts

Representations and Warranties of the Auction Agent. The Auction Agent represents and warrants to the Issuer that: (a) the Auction Agent is duly organized and is validly existing as a corporation in good standing under the laws of the State of Utah, and has the corporate power to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid and binding obligation of the Auction Agent, enforceable against the Auction Agent in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles; (c) the Auction Agent is registered as a broker-dealer with the SEC, is a member in good standing of FINRA and is duly registered and qualified as a dealer in securities in such states and other jurisdictions as its business requires; and (d) the Auction Agent will not bid for or purchase the Securities, nor offer for sale or sell the Securities other than in its capacity as agent pursuant to this Agreement. (e) the execution and delivery of this Agreement do not and will not conflict with, violate, or result in a breach of the terms, conditions or provisions of, or constitute a default under, the Auction Agent’s Organizational Documents, any order or decree of any court or public authority having jurisdiction over the Auction Agent, or any mortgage, indenture, contract, agreement or undertaking to which the Auction Agent is a party or by which it is bound;

Representations and Warranties of the Auction Agent. The Auction Agent represents and warrants to the Issuer that: (a) the Auction Agent is duly organized and is validly existing as a corporation in good standing under the laws of the State of Utah, and has the corporate power to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid and binding obligation of the Auction Agent, enforceable against the Auction Agent in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles; (c) the Auction Agent is registered as a broker-dealer with the SEC, is a member in good standing of FINRA and is duly registered and qualified as a dealer in securities in such states and other jurisdictions as its business requires; and; (d) the Auction Agent will not bid for or purchase the SecuritiesDepositary Shares, nor offer for sale or sell the Securities other than in its capacity as agent pursuant to this Agreement or as otherwise contemplated by the Distribution Agreement.; and (e) the execution and delivery of this Agreement do not and will not conflict with, violate, or result in a breach of the terms, conditions or provisions of, or constitute a default under, the Auction Agent’s Organizational Documents, any order or decree of any court or public authority having jurisdiction over the Auction Agent, or any mortgage, indenture, contract, agreement or undertaking to which the Auction Agent is a party or by which it is bound;.

Representations and Warranties of the Auction Agent. The Auction Agent hereby represents and warrants to the Issuer that: (a) the this Auction Agent is duly organized and is validly existing as a corporation in good standing under the laws of the State of Utah, and has the corporate power to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid and binding limited obligation of the Auction Agent, enforceable against the Auction Agent in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles; (cb) the Auction Agent is registered as a broker-dealer with the SEC, is a member in good standing of FINRA and is duly registered and qualified as a dealer in securities in such states and other jurisdictions as its business requires; and (d) the Auction Agent will not bid for or purchase the Securities, nor offer for sale or sell the Securities other than in its capacity as agent pursuant to this Agreement. (e) neither the execution and delivery of this Auction Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the terms and conditions of this Auction Agreement do not and will not conflict with, violate, or violate or result in a material breach of of, the terms, conditions or provisions of, or constitute a default under, the organizational documents of the Auction Agent’s Organizational Documents, any law or regulation, any order or decree of any court or public authority corporation having jurisdiction over such party, or, to the best of the Auction Agent’s knowledge, or any mortgage, indentureresolution, contract, agreement or undertaking to which the Auction Agent is a party or by which it is bound;; and (c) any approvals, consents and orders of any governmental corporation, legislative body, board, agency or commission having jurisdiction over the Auction Agent which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Auction Agent of its obligations under this Auction Agreement have been obtained.