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<br />203193300.19 -46- <br /> <br /> <br />REPRESENTATIONS AND WARRANTIES OF OPERATOR <br /> <br />24.1 In addition to the representations, warranties, and covenants of Operator set forth <br />elsewhere herein, Operator represents and warrants to MTC and the Participating Cities as of the Effective <br />Date: <br />24.1.1 Operator is a limited liability company, validly existing and in good standing under the <br />laws of the State of Delaware, and it is duly authorized to do business in the State of <br />California; <br />24.1.2 The sole owner of Operator is Bikeshare Holdings; and <br />24.1.3 Operator has all requisite power and authority to own or lease its properties and assets, <br />to conduct its business as currently conducted and to execute, deliver and perform this <br />Agreement and all other agreements entered into or delivered in connection with or as <br />contemplated hereby. <br />24.1.4 The execution, delivery and performance of this Agreement and all other agreements, if <br />any, entered into in connection with the transactions contemplated hereby have been <br />duly, legally and validly authorized by all necessary action on the part of Operator. <br />24.1.5 This Agreement has been duly executed and delivered by Operator and constitute the <br />valid and binding obligations of Operator, and are enforceable in accordance with their <br />respective terms, subject to equitable legal principles and the laws governing creditors’ <br />rights. Operator has obtained the requisite authority to authorize, execute and deliver <br />this Agreement and to consummate the transactions contemplated hereby and no other <br />proceedings or other actions are necessary on the part of Operator to authorize the <br />execution and delivery of this Agreement and the consummation of the transactions <br />contemplated hereby. <br />24.1.6 Neither the execution and delivery of this Agreement by Operator nor the performance <br />of its obligations contemplated hereby will: <br />(a) Conflict with, result in a material breach of or constitute a material default <br />under (or with notice or lapse of time or both result in a material breach of or <br />constitute a material default under) (i) any governing document of Operator or <br />to Operator’s knowledge, any agreement among the owners of Operator, or (ii) <br />any statute, regulation, agreement, judgment, decree, court or administrative <br />order or process or any commitment to which Operator is a party or by which it <br />(or any of its properties or assets) is subject or bound; <br />(b) Result in the creation of, or give any party the right to create, any material lien, <br />charge, encumbrance, or security interest upon the property and assets of <br />Operator; or