Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 79 contracts
Samples: Manufacture and Supply Agreement (Entegris Inc), Transitional Services Agreement (Catapult Communications Corp), Assignment and Assumption Agreement (Heat Biologics, Inc.)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 57 contracts
Samples: Asset Divestiture Agreement (Gateway Certifications, Inc.), General Assignment and Assumption Agreement (Organic Spice Imports, Inc.), Insurance Matters Agreement (C Cube Semiconductor Inc)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 54 contracts
Samples: Tax Matters Agreement (Ntelos Holdings Corp), Tax Matters Agreement (Knife River Holding Co), Tax Matters Agreement (Altisource Portfolio Solutions S.A.)
Authority. Each of the parties Parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 41 contracts
Samples: Master Transaction Agreement (E-House (China) Holdings LTD), Non Competition Agreement (Sohu Com Inc), Non Competition Agreement (Youdao, Inc.)
Authority. Each of the parties hereto represents Parties represent to the other Party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 27 contracts
Samples: Administrative Services Agreement (Qualtrics International Inc.), Administrative Services Agreement (Qualtrics International Inc.), Administrative Services Agreement (Mobileye Global Inc.)
Authority. Each of the parties hereto represents to the other that (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 26 contracts
Samples: Registration Rights Agreement (Fly Leasing LTD), Stockholders Agreement (Cowen Group, Inc.), Registration Rights Agreement (EnergySolutions, Inc.)
Authority. Each of the parties hereto Parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 18 contracts
Samples: Tax Matters Agreement (CBS Corp), Separation and Distribution Agreement (Ingersoll-Rand PLC), Tax Matters Agreement (Everett SpinCo, Inc.)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 17 contracts
Samples: Registration Rights Agreement (C-Iii Capital Partners LLC), Registration Rights Agreement (Brookfield Infrastructure Partners L.P.), Registration Rights Agreement (Brookfield Renewable Corp)
Authority. Each of the parties Parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 16 contracts
Samples: Shared Services Agreement (Pivotal Software, Inc.), Master Transaction Agreement (Vmware, Inc.), Intellectual Property Agreement (Vmware, Inc.)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 14 contracts
Samples: Real Estate Matters Agreement (Hewlett Packard Enterprise Co), Real Estate Matters Agreement (Keysight Technologies, Inc.), Real Estate Matters Agreement (Everett SpinCo, Inc.)
Authority. Each of the parties Parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 8 contracts
Samples: Master Separation Agreement (Adesa Inc), Master Separation Agreement (Adesa Inc), Membrane Manufacture and Supply Transition Agreement (Entegris Inc)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 8 contracts
Samples: Membrane Manufacture and Supply Agreement (Entegris Inc), Master Separation Agreement (Palmsource Inc), Separation and Distribution Agreement (InB:Biotechnologies, Inc.)
Authority. Each of the parties hereto represents to the other that that: (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actions, action; (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 7 contracts
Samples: Initial Public Offering and Distribution Agreement (Methode Electronics Inc), Master Separation Agreement (Stratos Lightwave Inc), Offering and Distribution Agreement (Stratos Lightwave Inc)
Authority. Each of the parties hereto represents to the other that (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 7 contracts
Samples: Master Separation and Distribution Agreement (Ambassadors Group Inc), Tax Sharing Agreement (Packaging Dynamics Corp), Master Separation and Distribution Agreement (Ambassadors Group Inc)
Authority. Each of the parties Parties hereto represents represents, on behalf of itself and its affiliates, to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, Agreement and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 7 contracts
Samples: Tax Sharing Agreement (A & B II, Inc.), Tax Sharing Agreement (A & B II, Inc.), Tax Matters Agreement (Theravance Inc)
Authority. Each of the parties Parties hereto represents to each of the other Parties that (a) it has the corporate power (corporate or other requisite power otherwise) and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 6 contracts
Samples: Tax Matters Agreement (Safari Holding Corp), Tax Matters Agreement (Vishay Precision Group, Inc.), Tax Matters Agreement (Kindred Healthcare, Inc)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver deliver, and perform this Agreement, (b) the execution, delivery delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 6 contracts
Samples: Tax Matters Agreement (nVent Electric PLC), Tax Matters Agreement (Manitowoc Foodservice, Inc.), Tax Matters Agreement (PENTAIR PLC)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver deliver, and perform this Agreement, (b) the execution, delivery delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 6 contracts
Samples: Tax Sharing Agreement (Brillian Corp), Master Separation and Distribution Agreement (Brillian Corp), Tax Sharing Agreement (Brillian Corp)
Authority. Each of the parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, ; (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Tality Corp), Asset Purchase Agreement (Tality Corp), Asset Purchase Agreement (Cadence Design Systems Inc)
Authority. Each of the parties hereto represents to the other that that: (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it and its Affiliates in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 6 contracts
Samples: Intellectual Property Assignment Agreement (Freescale Semiconductor Inc), Intellectual Property Assignment Agreement (Motorola Inc), Intellectual Property Assignment Agreement (Freescale Semiconductor Inc)
Authority. Each of the parties hereto Parties represents to the other Party that (a) it has the corporate power (corporate or other requisite power otherwise) and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws Laws affecting creditors' ’ rights generally and general equity principles.
Appears in 5 contracts
Samples: Tax Allocation Agreement (Columbia Pipeline Group, Inc.), Tax Allocation Agreement (MasterBrand, Inc.), Tax Allocation Agreement (Fortune Brands Inc)
Authority. Each of the parties hereto represents to the other that others that: (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have been been, duly authorized by all necessary corporate or other actions, ; (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 5 contracts
Samples: Judgment Sharing Agreement (Batesville Holdings, Inc.), Judgment Sharing Agreement (Hill-Rom Holdings, Inc.), Judgment Sharing Agreement (Batesville Holdings, Inc.)
Authority. Each of the parties hereto represents to the other that (ai) it has the corporate or other requisite partnership power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionspartnership action and no such further action is required, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 5 contracts
Samples: Registration Rights Agreement (Brookfield Renewable Energy Partners L.P.), Registration Rights Agreement (TerraForm Power, Inc.), Merger and Sponsorship Transaction Agreement (TerraForm Power, Inc.)
Authority. Each of the parties hereto represents to the other that (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (ciii) it has duly and validly executed and delivered this Agreement, Agreement and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 5 contracts
Samples: Registration Rights Agreement (Workhorse Group Inc.), Registration Rights Agreement (Globalstar, Inc.), Registration Rights Agreement (Baudax Bio, Inc.)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite partnership power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionspartnership action and no such further action is required, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 5 contracts
Samples: Registration Rights Agreement (Coachmen Industries Inc), Registration Rights Agreement (Brookfield Business Partners L.P.), Registration Rights Agreement (Brookfield Property Partners L.P.)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite organizational power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsorganizational action and no such further action is required, (c) it has duly and validly executed and delivered this Agreement, Agreement and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 4 contracts
Samples: Registration Rights Agreement (PACIFIC GAS & ELECTRIC Co), Registration Rights Agreement (PG&E Corp), Registration Rights Agreement (PACIFIC GAS & ELECTRIC Co)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver deliver, and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 4 contracts
Samples: Tax Sharing Agreement (Luminent Inc), Tax Sharing Agreement (Palm Inc), Tax Sharing Agreement (3com Corp)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 4 contracts
Samples: Registration Rights Agreement (Brookfield Infrastructure Corp), Registration Rights Agreement (Brookfield Infrastructure Partners L.P.), Registration Rights Agreement (CapitalSource Healthcare REIT)
Authority. Each of the parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its the terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 4 contracts
Samples: Indemnification Agreement (Maxtor Corp), Indemnification Agreement (Maxtor Corp), General Assignment and Assumption Agreement (Maxtor Corp)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable enforce-able against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 3 contracts
Samples: Registration Rights Agreement (WHITEWAVE FOODS Co), Form of Registration Rights Agreement (WHITEWAVE FOODS Co), Registration Rights Agreement (Dean Foods Co)
Authority. Each of the parties hereto represents to the other parties that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 3 contracts
Samples: Tax Sharing Agreement (Celerity Group Inc), Tax Sharing Agreement (Celerity Group Inc), Tax Sharing Agreement (Celerity Group Inc)
Authority. Each of the parties hereto Parties represents to the other Parties that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 3 contracts
Samples: Stockholders’ Agreement (Qualtrics International Inc.), Stockholders’ Agreement (Qualtrics International Inc.), Stockholders’ Agreement (Silver Lake Group, L.L.C.)
Authority. Each of the parties hereto represents to the other that (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 3 contracts
Samples: Registration Rights Agreement (Fidelity National Information Services, Inc.), Registration Rights Agreement (Fidelity National Title Group, Inc.), Registration Rights Agreement (Fidelity National Title Group, Inc.)
Authority. Each of the parties hereto represents to the --------- other that (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery delivery, and performance of this Agreement by it have hits been duly authorized by all necessary corporate or other actionsaction, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms term subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 2 contracts
Samples: Tax Sharing and Indemnification Agreement (Global Payments Inc), Global Payments Inc
Authority. Each of the parties party hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 2 contracts
Samples: Tax Matters Agreement (Aquila Energy Corp), Tax Matters Agreement (Aquila Inc)
Authority. Each of the parties hereto represents Parties represent to the other Party that (a) it has the corporate or other requisite power and authority to execute, deliver deliver, and perform this Agreement, (b) the execution, delivery delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a its legal, valid valid, and binding obligation, enforceable against it in accordance with its terms terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 2 contracts
Samples: Strategic Investment Agreement (Lucy Scientific Discovery, Inc.), Strategic Investment Agreement (Lucy Scientific Discovery, Inc.)
Authority. Each of the parties Parties hereto represents to the other that Party that: (ai) it has the corporate power (corporate or other requisite power otherwise) and authority to execute, deliver and perform this Agreement, ; (bii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, action; (ciii) it has duly and validly executed and delivered this Agreement, ; and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors' ’ rights generally and general equity principles.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Mastech Holdings, Inc.), Tax Sharing Agreement (Igate Corp)
Authority. Each of the parties hereto represents represents, on behalf of itself and its affiliates, to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, Agreement and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Potlatch Forest Products CORP), Tax Sharing Agreement (Clearwater Paper Corp)
Authority. Each of the parties Parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 2 contracts
Samples: Master Transaction Agreement (AMTD International Inc.), Master Transaction Agreement (AMTD Digital Inc.)
Authority. Each of the parties party hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver deliver, and perform this Agreement, (b) the execution, delivery delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid valid, and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 2 contracts
Samples: Registration Rights Agreement (Aquila Inc), Registration Rights Agreement (Aquila Energy Corp)
Authority. Each of the parties Parties hereto represents to the other that that: (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, ; (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 2 contracts
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' , rights generally and general equity principles.
Appears in 2 contracts
Samples: Purchase Agreement (Efunds Corp), Assignment and Assumption Agreement (Efunds Corp)
Authority. Each of the parties Parties hereto represents represents, on behalf of itself and its affiliates, to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, Agreement and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 2 contracts
Samples: Sharing Agreement (FTD Companies, Inc.), Sharing Agreement (FTD Companies, Inc.)
Authority. Each of the parties hereto represents to the other --------- that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 2 contracts
Samples: Supply and Services Agreement (Seracare Life Sciences Inc), Supply and Services Agreement (Seracare Life Sciences Inc)
Authority. Each of the parties hereto represents to the --------- other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 2 contracts
Samples: Master Separation and Distribution Agreement (Seracare Life Sciences Inc), Tax Sharing Agreement (Seracare Life Sciences Inc)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable enforce- able against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 2 contracts
Samples: Registration Rights Agreement (Freescale Semiconductor Inc), Registration Rights Agreement (Freescale Semiconductor Inc)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 2 contracts
Samples: Transition Services Agreement (Pfsweb Inc), Transition Services Agreement (Pfsweb Inc)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, action; (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 2 contracts
Samples: Real Estate Matters Agreement (Bausch Health Companies Inc.), Real Estate Matters Agreement (Bausch & Lomb Corp)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its - 36 - ICN Tax Sharing Agreement terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 1 contract
Authority. Each of the parties Parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 1 contract
Samples: Non Competition Agreement
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance by it of this Agreement by it have has been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 1 contract
Samples: Registration Rights Agreement (Merck Medco Managed Care LLC)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting creditors' creditor's rights generally and general equity principles.
Appears in 1 contract
Samples: Transition Services Agreement (Telecorp Tritel Holding Co)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' creditors rights generally and general equity principles.
Appears in 1 contract
Samples: Human Plasma Supply Agreement (Seracare Life Sciences Inc)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 1 contract
Samples: Transition Services Agreement (Technology Solutions Company)
Authority. Each of the parties hereto represents to the other party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms the terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 1 contract
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, ; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, ; and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 1 contract
Samples: Novation and Assumption Agreement (America Service Group Inc /De)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance accor dance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 1 contract
Authority. Each of the parties hereto represents to the other others that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its the terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 1 contract
Authority. Each of the parties hereto represents to the other that that: (ai) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (bii) the execution, delivery and performance of this Agreement by it have has been duly authorized by all necessary corporate or other actionsaction and no such further action is required, (ciii) it has duly and validly executed and delivered this Agreement, and (div) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its the terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Genworth Financial Inc)
Authority. Each of the parties hereto hereby represents and warrants to the other party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, Agreement and (d) this Agreement is a its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 1 contract
Authority. Each of the parties Parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.. [Signature Page Follows]
Appears in 1 contract
Authority. . Each of the parties hereto Parties represents to the other Party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally and general equity principles.. [Signature Page Follows]
Appears in 1 contract
Samples: Insurance Matters Agreement (Qualtrics International Inc.)
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and (ii) general equity principles.
Appears in 1 contract
Authority. Each of the parties hereto Parties represents and warrants to the other Party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.
Appears in 1 contract
Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actionsaction, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.. Section 3.11
Appears in 1 contract
Samples: Assignment and Assumption Agreement
Authority. Each of the parties hereto Party to this Agreement represents to the other that that: (a) it has the corporate or other requisite power necessary powers and authority powers to executeimplement, deliver implement and perform implement this Agreement, (b) the executionperformance, delivery and performance enforcement of this Agreement by it have been shall be duly authorized by all any necessary corporate or other actionsaction, (c) it has is duly and validly executed duly implemented and delivered has provided this Agreement, and (d) this Agreement An agreement is a legallegal contract, a valid and binding obligation, obligation enforceable against it and its affiliates in accordance with the terms of its terms agreement, subject to the applicable bankruptcyrules on insolvency, insolvency, reorganization, moratorium or other similar laws affecting which generally affect creditors' rights generally and general equity principles.. 5.13
Appears in 1 contract
