Common use of Representations and Warranties of the Client Clause in Contracts

Representations and Warranties of the Client. The Client represents and warrants to CD Capital as follows: (a) The Client is duly organized and validly existing under the laws of its jurisdiction of organization with full corporate power and authority to perform its obligations under this Agreement. (b) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Client and constitutes its binding and enforceable obligation in accordance with its terms. (c) The Client has full power and authority under applicable law to perform its obligations under this Agreement. (d) The execution and delivery of this Agreement, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and in Schedule 1 will not constitute a breach of, or default under, the constituent documents of the Client, any instrument by which the Client is bound or under any order, rule or regulation applicable to the Client, or any court or any governmental body or administrative agency having jurisdiction over the Client. (e) The Client has all United States governmental, regulatory and exchange licenses and approvals and has effected all filings and registrations with United States governmental and regulatory agencies required to conduct their business and to act as described in Schedule 1 or required to perform its obligation under this Agreement.

Representations and Warranties of the Client. The Client represents and warrants to CD Capital as follows: (a) The Client is duly organized and validly existing under the laws of its jurisdiction of organization with full corporate power and authority to perform its obligations under this Agreement. (b) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Client and constitutes its binding and enforceable obligation in accordance with its terms. (c) The Client has full power and authority under applicable law to perform its obligations under this Agreement. (d) The execution and delivery of this Agreement, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and in Schedule 1 will not constitute a breach of, or default under, the constituent documents of the Client, any instrument by which the Client is bound or under any order, rule or regulation applicable to the Client, or any court or any governmental body or administrative agency having jurisdiction over the Client. (e) The Client has all United States governmental, regulatory and exchange licenses and approvals and has effected all filings and registrations with United States governmental and regulatory agencies required to conduct their business and to act as described in Schedule 1 or required to perform its obligation under this Agreement.