Common use of DTR Clause in Contracts

DTR. DTR represents and warrants: (a) DTR is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. DTR has the corporate power and authority to own, lease and operate its assets, properties, and business and to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery, and performance of this Agreement by DTR have been duly authorized by all necessary corporate actions on the part of DTR, and this Agreement is legally binding upon DTR in accordance with its terms. (b) The execution, delivery, and performance by DTR of this Agreement and the transactions contemplated hereby will not (i) violate the provisions of any order, judgment, or decree of any court or other governmental agency or any arbitrator applicable to DTR or the Articles of Incorporation or Bylaws of DTR; (ii) result in a material breach of or constitute (with due notice or lapse of time or both) a material default under any contract or agreement to which DTR is a party or by which DTR is bound; or (iii) violate any provision of law applicable to DTR, the violation of which is likely to have a material adverse effect on the business, operations or condition (financial or otherwise) of DTR or the Company. (c) DTR has or will have at the time of contribution, full legal right to transfer and assign all rights and properties to be contributed to the Company as Capital Contributions pursuant to the terms of this Agreement, free and clear mortgage, pledge, claim, lien charge, obligation, liability (including liability for taxes) or other encumbrances, and the Company will receive full legal and beneficial title to all such rights and properties.