Common use of Basic Representations Clause in Contracts

Basic Representations. Each party hereto represents and warrants to and agrees with the other party as follows: (i) Such party is duly organized and existing and in good standing under the laws of the jurisdiction of its incorporation. (ii) Such party has all corporate power and authority to enter into this Letter Agreement and to consummate the transactions contemplated hereby. (iii) This Letter Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, such party, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (iv) The execution and delivery by such party of, and the compliance by such party with all of the provisions of, this Letter Agreement and the consummation of the transactions herein contemplated are within such party's corporate powers and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which such party or any of its subsidiaries is a party or by which such party or any of its subsidiaries is bound or to which any of the property or assets of such party or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other constitutive documents of such party or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such party or any of its subsidiaries or any of their respective properties. (v) No consent, approval, authorization, order, registration, qualification or filing of or with any court or governmental agency or body having jurisdiction over such party or any of its subsidiaries or any of their respective properties is required for the execution and delivery by such party of, and the compliance by such party with all the terms of, this Letter Agreement or the consummation by such party of the transactions contemplated hereby. (vi) Such party is an "eligible swap participant" as defined in Commodity Futures Trading Commission Rule 35.1(b)(2) (17 CFR 35.1(b)(2)) and it has entered into this Letter Agreement in connection with its business or a line of business (including financial intermediation). The parties acknowledge and agree that this Letter Agreement is intended to constitute a "swap agreement" within the meaning of the Policy Statement Concerning Swap Transactions, 54 Fed. Reg. 30694 (July 21, 1989). This Letter Agreement is not one of a fungible class of agreements that are standardized as to their material economic and credit terms, within the meaning of CFTC Regulation Section 35.2(b); and the creditworthiness of the other party was or will be a material consideration in entering into or determining the terms of this Letter Agreement, including pricing, cost or credit enhancement terms of this Letter Agreement, within the meaning of CFTC Regulation Section 35.2(c). (vii) The parties acknowledge and agree that the Seller is a "financial institution" within the meaning of Section 101(22) of the Bankruptcy Code, that this Letter Agreement is a "securities contract" within the meaning of Section 741(7) of the Bankruptcy Code entitled to the protection of Section 555 of the Bankruptcy Code and a "swap agreement" within the meaning of Section 101(53B) of the Bankruptcy Code entitled to the protection of Section 560 of the Bankruptcy Code and that each delivery of Common Stock or Settlement Amounts under this Letter Agreement is a "settlement payment" within the meaning of Section 741(8) of the Bankruptcy Code.

Basic Representations. Each party hereto The Company represents and warrants to and agrees with the other party Purchaser as follows: (i) Such party The Company is duly organized and existing and in good standing under the laws of the jurisdiction of its incorporation. (ii) Such party The Company has all corporate power and authority to enter into this Letter Purchase Agreement and to consummate the transactions contemplated hereby. (iii) This Letter Purchase Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, such partythe Company, enforceable against the Company in accordance with its terms, except as rights to indemnification and contribution hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (iv) The execution and delivery by such party the Company of, and the compliance by such party the Company with all of the provisions of, this Letter Purchase Agreement and the consummation of the transactions herein contemplated are within such partythe Company's corporate powers and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other material agreement or instrument to which such party the Company or any of its subsidiaries is a party or by which such party the Company or any of its subsidiaries is bound or to which any of the material property or assets of such party the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other constitutive documents of such party the Company or any material statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such party the Company or any of its subsidiaries or any of their respective properties. (v) No consent, approval, authorization, order, registration, qualification or filing of or with any court or governmental agency or body having jurisdiction over such party the Company or any of its subsidiaries or any of their respective properties is required for the execution and delivery by such party the Company of, and the compliance by such party the Company with all the terms of, this Letter Purchase Agreement or the consummation by such party the Company of the transactions contemplated hereby. (vi) Such party is an "eligible swap participant" as defined in Commodity Futures Trading Commission Rule 35.1(b)(2) (17 CFR 35.1(b)(2)) and it has entered into this Letter Agreement in connection with its business or a line of business (including financial intermediation). The parties acknowledge and agree that this Letter Agreement is intended to constitute a "swap agreement" within the meaning of the Policy Statement Concerning Swap Transactions, 54 Fed. Reg. 30694 (July 21, 1989). This Letter Agreement is not one of a fungible class of agreements that are standardized as to their material economic and credit terms, within the meaning of CFTC Regulation Section 35.2(b); and the creditworthiness of the other party was or will be a material consideration in entering into or determining the terms of this Letter Agreement, including pricing, cost or credit enhancement terms of this Letter Agreement, within the meaning of CFTC Regulation Section 35.2(c). (vii) The parties acknowledge and agree that the Seller is a "financial institution" within the meaning of Section 101(22) of the Bankruptcy Code, that this Letter Agreement is a "securities contract" within the meaning of Section 741(7) of the Bankruptcy Code entitled to the protection of Section 555 of the Bankruptcy Code and a "swap agreement" within the meaning of Section 101(53B) of the Bankruptcy Code entitled to the protection of Section 560 of the Bankruptcy Code and that each delivery of Common Stock or Settlement Amounts under this Letter Agreement is a "settlement payment" within the meaning of Section 741(8) of the Bankruptcy Code.