Representations by Contributor Clause Samples

Representations by Contributor. Contributor hereby represents and warrants unto Acquirer that each and every one of the following statements is true, correct, and complete in every material respect as of the date of this Agreement and will be true, correct, and complete as of the Closing Date: (a) Organization and Power. Contributor is duly organized, validly existing, and in good standing as a limited liability company under the laws of the Commonwealth of Virginia. Contributor has full right, power, and authority to enter into this Agreement and to assume and perform all of its obligations under this Agreement; and the execution and delivery of this Agreement and the performance by Contributor of its obligations hereunder have been duly authorized by all requisite action of Contributor and require no further action or approval of Contributor's members or managers or of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of Contributor.

Representations by Contributor. Contributor hereby represents and warrants unto Acquirer that each and every one of the following statements is true, correct, and complete in every material respect as of the date of this Agreement and will be true, correct, and complete as of the Closing Date:

Representations by Contributor. The Contributor hereby represents and warrants to the Acquirer:

Representations by Contributor. Contributor hereby represents and warrants unto FLLP that each and every one of the following statements is true, correct and complete in every material respect as of the date of this Agreement and will be true, correct and complete as of the Closing Date: (a) Contributor is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full right, power and authority to enter into this Agreement and to assume and perform all of its obligations under this Agreement; and the execution and delivery of this Agreement and the performance by Contributor of its obligations under this Agreement require no further action or approval of Contributor's shareholders, directors, members, managers, trustees or partners (as the case may be) or of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of Contributor. (b) Neither the entry into nor the performance of, or compliance with, this Agreement by Contributor has resulted, or will result, in any violation of, or default under, or result in the acceleration of, any obligation under any existing corporate charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement, regulations, certificate of limited partnership, trust agreement, partnership agreement, mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or regulation applicable to Contributor or to the Contributed Assets. (c) (i) Contributor is the sole owner of the Contributed Assets, (ii) Contributor has good title to the Contributed Assets, (iii) the Contributed Assets are free and clear of any liens, encumbrances, pledges and security interests whatsoever, and (iv) Contributor has not granted any other person or entity an option to purchase or a right of first refusal upon the Contributed Assets. (d) No authorization, consent, approval, permit or license of, or filing with, any governmental or public body or authority, or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the agreements contemplated hereby on the part of Contributor, other than for purposes of the Stockholders Agreement, the approval of the Board of Directors of General Partner of the transactions contemplated by this Agreement. (e) Contributor is familiar with the business and financial co...

Representations by Contributor. Contributor hereby represents and warrants unto the Acquirer that each and every one of the following statements is true, correct, and complete as of the date of this Agreement and will be true, correct, and complete as of the Closing Date: (a) Organization and Power. Contributor, if an entity or trust, is duly incorporated, formed or organized, validly existing, and in good standing under the laws of its state of incorporation, formation or organization. Contributor has full right, power, and authority to enter into this Agreement and to assume and perform all of its obligations under this Agreement; and the execution and delivery of this Agreement and the performance by Contributor of its obligations hereunder have been duly authorized by all requisite action of Contributor and require no further action or approval of Contributor’s members, stockholders, managers, board of directors, trustees or of any other individuals or entities, as applicable, in order to constitute this Agreement as a binding and enforceable obligation of Contributor.

Representations by Contributor