Common use of Representations and Warranties of Xxxxxxxxx Clause in Contracts

Representations and Warranties of Xxxxxxxxx. Xxxxxxxxx hereby represents and warrants to the Stockholder as follows: Xxxxxxxxx has all requisite limited liability company power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxxxxxx of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Xxxxxxxxx. Xxxxxxxxx has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Xxxxxxxxx, enforceable against Xxxxxxxxx in accordance with its terms. The execution and delivery by Xxxxxxxxx of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Xxxxxxxxx under, any organizational documents of Xxxxxxxxx, any provision of any Contract to which Xxxxxxxxx is a party or by which any properties or assets of Xxxxxxxxx are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Applicable Law applicable to Xxxxxxxxx or the properties or assets of Xxxxxxxxx. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Xxxxxxxxx in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports by Xxxxxxxxx under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. Neither Xxxxxxxxx nor any of its Affiliates beneficially owns any shares of Monroe Capital Stock.