Common use of Representations by Contributor Clause in Contracts

Representations by Contributor. Contributor hereby represents and warrants unto FLLP that each and every one of the following statements is true, correct and complete in every material respect as of the date of this Agreement and will be true, correct and complete as of the Closing Date: (a) Contributor is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full right, power and authority to enter into this Agreement and to assume and perform all of its obligations under this Agreement; and the execution and delivery of this Agreement and the performance by Contributor of its obligations under this Agreement require no further action or approval of Contributor's shareholders, directors, members, managers, trustees or partners (as the case may be) or of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of Contributor. (b) Neither the entry into nor the performance of, or compliance with, this Agreement by Contributor has resulted, or will result, in any violation of, or default under, or result in the acceleration of, any obligation under any existing corporate charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement, regulations, certificate of limited partnership, trust agreement, partnership agreement, mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or regulation applicable to Contributor or to the Contributed Assets. (c) (i) Contributor is the sole owner of the Contributed Assets, (ii) Contributor has good title to the Contributed Assets, (iii) the Contributed Assets are free and clear of any liens, encumbrances, pledges and security interests whatsoever, and (iv) Contributor has not granted any other person or entity an option to purchase or a right of first refusal upon the Contributed Assets. (d) No authorization, consent, approval, permit or license of, or filing with, any governmental or public body or authority, or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the agreements contemplated hereby on the part of Contributor, other than for purposes of the Stockholders Agreement, the approval of the Board of Directors of General Partner of the transactions contemplated by this Agreement. (e) Contributor is familiar with the business and financial condition of General Partner and FLLP, and is not relying upon any representations made to it by General Partner, FLLP or any of the officers, employees or agents of either of them that are not contained or referred to herein. (f) Contributor is aware of the risks involved in making an investment in the Units and in the Common Stock for which such Units may be redeemable. Contributor has had an opportunity to ask questions of, and to receive answers from, FLLP and General Partner, or a person or persons authorized to act on their behalf, concerning the terms and conditions of this investment and the financial condition, affairs and business of FLLP and General Partner. Contributor confirms that all documents, records and information pertaining to its investment in FLLP that have been requested by it, including a complete copy of the Partnership Agreement as summarized in Schedule 2.1(h) attached hereto, have been made available or delivered to it prior to the date hereof. (g) Contributor understands that neither the Units nor the shares of Common Stock for which the Units may be redeemed have been registered under the Securities Act of 1933, as amended, or any state securities acts and are instead being offered and sold in reliance on an exemption from such registration requirements. The Units for which Contributor hereby subscribes are being acquired solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision or fractionalization thereof, in violation of such laws, and (except as expressly set forth herein) Contributor has no present intention to enter into any contract, undertaking, agreement or arrangement with respect to any such resale. Contributor understands that the Units will contain appropriate legends reflecting the requirement that the Units not be resold by Contributor without registration under such laws or the availability of an exemption from such registration. (h) Contributor is an accredited investor as that term is defined in Rule 501 of Regulation D of the SEC.