Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 51 contracts
Sources: Tax Matters Agreement (Jefferies Financial Group Inc.), Tax Matters Agreement (Vitesse Energy, Inc.), Tax Matters Agreement (Pactiv Evergreen Inc.)
Authorization, Etc. Each of the parties Parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such partyParty, that this Agreement constitutes a legal, valid and binding obligation of each such party, Party and that the execution, delivery and performance of this Agreement by such party Party does not contravene or conflict with any provision or of law or of its the Party’s charter or bylaws or any agreement, instrument or order binding on such partyParty.
Appears in 42 contracts
Sources: Tax Disaffiliation Agreement (Madison Square Garden Entertainment Corp.), Tax Disaffiliation Agreement (MSGE Spinco, Inc.), Tax Disaffiliation Agreement (MSGE Spinco, Inc.)
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 38 contracts
Sources: Tax Sharing Agreement (Liberty Live Holdings, Inc.), Tax Sharing Agreement (Liberty Live Holdings, Inc.), Tax Sharing Agreement (GCI Liberty, Inc.)
Authorization, Etc. Each of the parties Parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, ; that this Agreement has been duly authorized by all necessary corporate action on the part of such party, Party; that this Agreement constitutes a legal, valid and binding obligation of each such party, Party; and that the execution, delivery and performance of this Agreement by such party Party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such partyParty.
Appears in 6 contracts
Sources: Tax Sharing and Indemnity Agreement (Kraft Foods Group, Inc.), Tax Sharing Agreement (Doe Run Resources Corp), Tax Sharing Agreement (Altria Group, Inc.)
Authorization, Etc. Each of the parties Parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such partyParty, that this Agreement constitutes a legal, valid and binding obligation of each such party, Party and that the execution, delivery and performance of this Agreement by such party Party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such partyParty.
Appears in 6 contracts
Sources: Tax Sharing Agreement (Covisint Corp), Tax Matters Agreement (Celera CORP), Tax Sharing Agreement (TreeHouse Foods, Inc.)
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery deliver and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 4 contracts
Sources: Tax Sharing Agreement (Todco), Tax Sharing Agreement (Transocean Inc), Tax Sharing Agreement (Todco)
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, party that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 4 contracts
Sources: Tax Indemnification Agreement (Mips Technologies Inc), Tax Disaffiliation Agreement (Abercrombie & Fitch Co /De/), Tax Sharing Agreement (Zymogenetics Inc)
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver deliver, and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, agreement instrument or order binding on such party.
Appears in 3 contracts
Sources: Tax Sharing and Indemnification Agreement (Net2phone Inc), Tax Sharing and Indemnification Agreement (Idt Corp), Tax Sharing and Indemnification Agreement (American Pharmaceutical Partners Inc /Ca/)
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, party that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 3 contracts
Sources: Tax Sharing Agreement (Hearst Argyle Television Inc), Tax Sharing Agreement (Decisionone Corp /De), Tax Sharing Agreement (Quaker Holding Co)
Authorization, Etc. Each of the parties Parties hereto hereby represents and warrants that it has the power and authority to executeexecute and deliver, deliver and perform its obligations under, this Agreement, ; that this Agreement has been duly authorized by all necessary corporate action on the part of such party, Party; that this Agreement constitutes a legal, valid and binding obligation of each such party, Party; and that the execution, delivery and performance of this Agreement by such party Party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such partyParty.
Appears in 3 contracts
Sources: Tax Sharing and Indemnity Agreement, Tax Sharing and Indemnity Agreement (Kraft Foods Group, Inc.), Tax Sharing and Indemnity Agreement (Kraft Foods Group, Inc.)
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 2 contracts
Sources: Tax Sharing Agreement (Liberty Media International Inc), Tax Sharing Agreement (Discovery Holding CO)
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 2 contracts
Sources: Tax Sharing Agreement (Liberty TripAdvisor Holdings, Inc.), Tax Sharing Agreement (Liberty Interactive Corp)
Authorization, Etc. Each of the parties hereto hereby represents and ------------------- warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, party that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 2 contracts
Sources: Tax Sharing Agreement (Centocor Diagnostics Inc), Tax Sharing Agreement (Abercrombie & Fitch Co /De/)
Authorization, Etc. Each of the parties hereto hereby represents ------------------ and warrants that it has the power and authority to execute, deliver deliver, and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, agreement instrument or order binding on such party.
Appears in 2 contracts
Sources: Tax Sharing Agreement (Logility Inc), Tax Sharing Agreement (American Software Inc)
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, party and -42- 44 that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 2 contracts
Sources: Tax Allocation Agreement (Reliant Resources Inc), Tax Allocation Agreement (Reliant Energy Resources Corp)
Authorization, Etc. Each of the parties hereto hereby represents ------------------- and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 1 contract
Authorization, Etc. Each of the parties hereto hereby ------------------ represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery deliver and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 1 contract
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or law or of its charter or bylaws or any agreement, instrument or order binding on such party.. 28
Appears in 1 contract
Authorization, Etc. Each of the parties Parties hereto hereby represents and ------------------ warrants that it has the power and authority to execute, deliver and perform this Agreement, ; that this Agreement has been duly authorized by all necessary corporate action on the part of such party, Party; that this Agreement constitutes a legal, valid and binding obligation of each such party, Party; and that the execution, delivery and performance of this Agreement by such party Party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such partyParty.
Appears in 1 contract
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver deliver, and perform this Letter Agreement, that this Letter Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Letter Agreement constitutes a legal, valid valid, and binding obligation of each such party, and that the execution, delivery and performance of this Letter Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreementLetter Agreement, instrument instrument, or order binding on such party.
Appears in 1 contract
Sources: Tax Sharing Agreement (Vmware, Inc.)
Authorization, Etc. Each of the parties hereto hereby ------------------ represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 1 contract
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or law or of its charter or bylaws or any agreement, instrument or order binding on such party.. [Remainder of this page is intentionally left blank]
Appears in 1 contract
Sources: Tax Sharing Agreement
Authorization, Etc. Each of the parties hereto hereby represents and ------------------ warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 1 contract
Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or law 49 50 or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 1 contract
Sources: Tax Separation Agreement (Three Rivers Bancorp Inc)
Authorization, Etc. Each of the parties hereto hereby ------------------- represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of each such party, party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision or of law or of its charter or bylaws or any agreement, instrument or order binding on such party.
Appears in 1 contract