Representations and Warranties of Master Fund. Master Fund hereby represents and warrants as follows as of the date of this Plan and/or as of the Closing Date:
Representations and Warranties of Master Fund. Master Fund hereby represents and warrants as follows as of the date of this Plan and/or as of the Closing Date: (a) Organization of Master Fund. Master Fund is (i) a limited liability company duly organized and validly existing under the laws of the State of Delaware, and (ii) has been classified as a partnership for federal income tax purposes for each past taxable year since it commenced operations, will continue to be classified for its current taxable year, and will not elect not to be so classified. Master Fund has all required power and authority to carry on its business as presently conducted; has the power to own all of its assets and to carry out its obligations under this Plan; is qualified in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect; and has all necessary federal, state and local authorizations to carry on its business as it is now being conducted and to carry out this Plan. (b)
