(the “Fee Rate”), and Crestline will not charge MWH and/or ALSC a separate management fee in connection therewith.
(c) If MWH and/or ALSC elect to invest in Crestline-Originated Unique Assets, the amount of fees they shall owe to Crestline shall be set at a rate equal to the Fee Rate and, in addition, they shall owe Crestline a one-time upfront due diligence fee (expected to be built into cost basis of MWH and/or ALSC) computed based on marketed fees to investors as agreed between MWH and/or ALSC (as applicable) and Crestline.
(d) Any investment by MWH and/or ALSC in Crestline-Originated Assets and/or Crestline-Originated Unique Assets shall be effected in accordance with applicable Law (including applicable securities law compliance) and pursuant to definitive documents containing customary terms and conditions. “Law” means any law, statute, ordinance, written rule or regulation, order, injunction, judgment, decree, principle of common law, constitution or treaty enacted, promulgated, issued, enforced or entered by any foreign, federal, state, local or other governmental, legislative, judicial, administrative or regulatory authority, agency, commission, board, body, court or entity or any instrumentality thereof or any self-regulatory body or arbitral body or arbitrator (each a “Governmental Entity”).
Section 4. Representations and Warranties. Each Party hereby represents and warrants to the other Parties as follows:
(a) Organization and Qualification. Such Party is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of domicile and has all requisite corporate power and authority to operate its business as now conducted, and is duly qualified as a foreign corporation to do business, and, to the extent legally applicable, is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for failures to be so qualified or be in good standing that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a material adverse effect on such Party’s ability to perform its obligations under this Agreement.
(b) Authorization. Such Party has all requisite corporate power to enter into, consummate the transactions contemplated by and carry out its obligations under, this Agreement. The execution and delivery by such Party of this Agreement, and the consummation by such Party of the transactions contemplated by, and the performance by such Party of its obligations under, this Agreement have been duly authorized by all requisite corporate action on the part of such Party. This Agreement has been duly executed and delivered by such Party, and (assuming due authorization, execution and delivery by the other Parties) this Agreement constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws relating to or affecting creditors’ rights generally and to general principles of equity..
(c) No Conflict. The execution, delivery and performance by such Party of, and the consummation by such Party of the transactions contemplated by, this Agreement do not and will not (i) violate or conflict with the organizational documents of such Party, (ii) conflict with or violate any Law or Permit (as defined below) of any Governmental Entity applicable to such Party