Common use of Authorization, Etc Clause in Contracts

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 of law or of its charter or bylaws or any agreement, instrument or order binding on such party.

Appears in 71 contracts

Samples: Tax Sharing Agreement (Td Waterhouse Group Inc), Tax Sharing Agreement (Dell Technologies Inc), Tax Matters Agreement (WHITEWAVE FOODS Co)

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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 of law or of its charter or bylaws or any agreement, instrument or order binding on such party.

Appears in 3 contracts

Samples: Tax Sharing Agreement (WebMD Health Corp.), Tax Sharing Agreement (Emdeon Corp), Tax Sharing Agreement (WebMD Health 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 and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding on such party.

Appears in 3 contracts

Samples: 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 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 perfor mancx xx this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding on such party.

Appears in 1 contract

Samples: Tax Sharing Agreement (Conoco Inc /De)

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 of law or of its charter memorandum of association or bylaws bye-laws or any agreement, instrument or order binding on such party.

Appears in 1 contract

Samples: Tax Sharing Agreement (Orient Express Hotels LTD)

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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 of law or of its charter or bylaws or any agreement, instrument or order binding on such party.

Appears in 1 contract

Samples: Tax Sharing Agreement (Visteon 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 and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding on such party.binding

Appears in 1 contract

Samples: Tax Sharing Agreement (Instinet 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 and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or of bylaws or any agreement, instrument or order binding on such a party.

Appears in 1 contract

Samples: Agreement (Sabre Holding Corp)

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