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

Representations and Warranties of the Escrow Agent. The Escrow Agent covenants and makes the following representations and warranties to the Issuer: a. It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. b. This Agreement and the transactions contemplated thereby have been duly approved by all necessary actions, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes a valid and binding agreement enforceable in accordance with its terms. c. The execution, delivery, and performance of this Agreement will not violate, conflict with, or cause a default under its articles of incorporation, bylaws, management agreement or other organizational document, as applicable, any applicable law, rule or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement,to which it is a party or any of its property is subject. d. It possesses such valid and current licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its respective businesses, and it has not received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate, authorization or permit. e. Its business activities are in no way related to cannabis, gambling, pornography, or firearms. f. The Escrow Agent will perform all activities related to this Agreement in all material respects with all applicable laws, rules and regulations. Without limiting the generality of the foregoing, the Escrow Agent is not registered and not required to register as a broker-dealer with any state or federal regulator based on its activities under this Agreement. g. All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete throughout the term of this Agreement.