Authorization of Purchase and Compliance with Laws and Other Instruments Clause Samples

Authorization of Purchase and Compliance with Laws and Other Instruments. The signature on this Subscription Agreement is genuine, and the persons signing this Subscription Agreement and the LLC Agreement (taking into account the power of attorney granted to the Fund pursuant to Section 9 of this Subscription Agreement) on the Subscriber’s behalf are duly authorized to sign and enter into this Subscription Agreement and the LLC Agreement on the Subscriber’s behalf. (a) The Subscriber is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) the execution, delivery and performance by it of this Subscription Agreement and the LLC Agreement are within its powers, have been duly authorized by all necessary action on its behalf, require no action by or in respect of, or filing with, any governmental body, agency or official, or any third party (except as disclosed in writing to the Fund as of the date that this Subscription Agreement is signed by the Subscriber) and do not and will not contravene, or constitute a default under, (i) any provision of its certificate of incorporation, by-laws, limited liability company operating agreement, limited partnership agreement or other comparable organizational documents or (ii) any provision of applicable law, rule or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Subscriber or any material agreement or other instrument to which the Subscriber is a party or by which the Subscriber or any of its respective properties is bound, or any material license, permit or franchise applicable to the Subscriber or its business, properties or rights other than such contraventions or defaults that do not impair or otherwise affect the Subscriber’s ability to perform its obligations under this Subscription Agreement or the LLC Agreement or are not material to the Subscriber’s financial condition; and (c) this Subscription Agreement and the LLC Agreement constitute the legal, valid and binding obligations of the Subscriber enforceable against the Subscriber in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity. Neither the execution, delivery or performance of this Subscription Agreement or the LLC Agreement by the Subscriber, nor the consummation of the transactions contemplated hereby or thereby, will result in the ...