Common use of Representations by Winthrop Clause in Contracts

Representations by Winthrop. Winthrop hereby represents and warrants to Agent as follows: (i) Each Winthrop entity (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation , and (b) has full corporate power to enter into this Services Agreement and to perform all of the terms, conditions and provisions set forth herein to be performed by it; (ii) the acceptance and performance of the terms and provisions of this Services Agreement have been duly authorized and approved by all necessary governmental authorities and this Services Agreement is binding upon and enforceable against Winthrop in accordance with its terms; (iii) none of the transactions hereby contemplated to be performed by Winthrop, nor the fulfillment of the terms, provisions and conditions hereof, will conflict with, or result in a breach of any of the material terms, conditions, or provisions of, or constitute a default under, any material agreement or instrument to which Winthrop is a party or by which it is bound; and (iv) Schedule 1 attached hereto is true, correct and complete in all material respects;