Common use of Representations and Warranties of Sponsor Clause in Contracts

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on Sponsor’s part and do not contravene any provision of Sponsor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Sponsor or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement has been duly and validly executed and delivered by Sponsor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than Sponsor) constitutes a legal, valid and binding obligation of Sponsor enforceable against Sponsor in accordance with its terms, subject to the Enforceability Exceptions; and (e) Sponsor has the financial capacity to pay the Contribution and perform its obligations under this letter agreement, and all funds necessary for Sponsor to fulfill the Contribution and its other obligations under this letter agreement shall be available to Sponsor for so long as this letter agreement shall remain in effect.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Sponsor have been duly authorized by all necessary limited partnership action on Sponsor’s part and do not contravene any provision of Sponsor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Sponsor or its assets; (c) except as is not, individually or in the aggregate, reasonably likely to impair or delay Sponsor’s performance of its obligations in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement has been duly and validly executed and delivered by Sponsor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all the respective parties hereto and thereto, as applicable, other than Sponsor) constitutes a legal, valid and binding obligation of Sponsor enforceable against Sponsor in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception; (e) the Commitment is less than the maximum amount that Sponsor is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise; and (ef) Sponsor has the financial capacity to pay the Contribution and perform its obligations under Commitment pursuant to this letter agreement, and all funds necessary for Sponsor to fulfill the Contribution and its other obligations under this letter agreement shall be available to Sponsor for so long as this letter agreement shall remain in effect.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to Parent that (a) it is duly incorporated, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on Sponsor’s part and do not contravene any provision of Sponsor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Sponsor or its assets; (c) except for the applicable requirements of the Exchange Act, and except as is not, individually or in the aggregate, reasonably likely to impair or delay Sponsor’s performance of its obligations in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by Sponsor to the extent required to be obtained or made by Sponsor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreementagreement by Sponsor; (d) this letter agreement has been duly and validly executed and delivered by Sponsor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee agreement by all parties hereto and thereto, as applicable, other than SponsorParent) constitutes a legal, valid and binding obligation of Sponsor enforceable against Sponsor in accordance with its terms, subject to the Enforceability Exceptions; and (e) Sponsor has will have the financial capacity to pay or cause to be paid the Contribution and perform its obligations under this letter agreement, and all funds necessary for Sponsor to fulfill Parent at or prior to the Contribution and its other obligations under this letter agreement shall be available to Sponsor for so long as this letter agreement shall remain in effectEffective Time.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants that to Parent as follows: (a) it Sponsor is a limited partnership duly incorporatedorganized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is formed State of Delaware; (b) Sponsor has taken all action necessary to execute and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (bc) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on Sponsor’s part and do does not contravene any provision of Sponsor’s certificate of incorporation, partnership agreement, operating agreement or similar organizational documents document or any Law, regulation, rule, decree, order, judgment or contractual restriction Law binding on Sponsor or its assets; (cd) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement; (de) this letter agreement has been duly and validly authorized, executed and delivered by Sponsor and (assuming due execution and delivery of this letter agreement, constitutes the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than Sponsor) constitutes a legal, valid and binding obligation of Sponsor Sponsor, enforceable against Sponsor in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought; and (ef) for so long as this letter agreement shall remain in effect in accordance with its terms, Sponsor has shall have the financial capacity cash on hand and/or capital commitments available to be called to pay the Contribution and perform its obligations under this letter agreement, and all funds necessary for Sponsor to fulfill the Contribution and its other obligations under this letter agreement shall be remain available to Sponsor for so long as this letter agreement shall remain in effectSponsor.

Representations and Warranties of Sponsor. Sponsor hereby represents and warrants that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by Sponsor have been duly authorized by all necessary action on Sponsor’s part and do not contravene any provision of Sponsor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Sponsor or its assets; (c) except as is not, individually or in the aggregate, reasonably likely to impair or delay Sponsor’s performance of its obligations in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; (d) this letter agreement has been duly and validly executed and delivered by Sponsor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all the respective parties hereto and thereto, as applicable, other than Sponsor) constitutes a legal, valid and binding obligation of Sponsor enforceable against Sponsor in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception; and (e) Sponsor has will have, prior to the Effective Time, the financial capacity to pay the Contribution Commitment and perform its obligations under this letter agreement, and all funds necessary for Sponsor to fulfill the Contribution and its other obligations under this letter agreement shall be available to Sponsor for so long as this letter agreement shall remain in effect.