DRAFT DATED FEBRUARY 5, 2010—FOR DISCUSSION PURPOSES ONLY
General Representations, Warranties and Covenants
1.1 Mutual. Each party represents and warrants that (i) it is validly existing and in good standing under the laws of its state of incorporation or formation; (ii) it has the power to execute and deliver this Agreement and to perform its obligations hereunder; (iii) the officer executing this Agreement is duly authorized to execute and deliver this Agreement and no further corporate proceedings are necessary with respect thereto; (iv) it is not required to obtain the
consent of any third party, including the consent of any party to any contract to which it is a party, in connection with execution and delivery of this Agreement and performance of its obligations hereunder; and (v) the execution and delivery of this Agreement and performance of its obligations hereunder do not (1) violate any provision of its articles of incorporation, operating agreement, by-laws or other similar governing document as currently in effect, or (2) conflict with, result in a breach of, constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default under), accelerate the performance required by, result in the creation of any lien upon any of its properties or assets under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any contract to which it is a party or by which any of its properties or assets are bound.
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