By All Parties Sample Clauses

By All Parties. Each of the parties to this Agreement hereby -------------- represents and warrants to each of the other parties to this Agreement, each of which is deemed to be a separate representation and warranty, as follows: (i) Organization, Power and Authority. Such party, if an --------------------------------- entity, is duly organized, validly existing and in good standing under the laws of its state, territory or province of incorporation or organization, and has all requisite corporate or other power and authority to enter into this Agreement.

By All Parties. Each Party represents and warrants the following: (a) it is duly organized, validly existing, and in good standing under the laws of the state and/or nation of its organization; (b) it has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder, and it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder; (c) the Agreement has been duly executed and delivered on behalf of it, and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms; (d) the execution, delivery, and performance of this Agreement by it does not, and the consummation of the transactions contemplated hereby will not, violate or conflict with any provisions of its organizational documents or bylaws, or to its knowledge any law or regulation applicable to it, or any agreement, instrument, order, judgment, or decree to which it is a party or by which it is bound that would materially affect its ability to consummate the transaction contemplated hereby or impair the rights being granted to the other Parties; and (e) all necessary consents, approvals, and authorizations of all governmental authorities and other Persons required to be obtained by such Party in connection with the entry into this Agreement have been obtained.

By All Parties. In order to induce each of the other parties hereto to enter into this Amendment, each party hereto represents and warrants to each of the other parties hereto that the following statements are true, correct and complete:

By All Parties. Each of the parties to this Agreement hereby represents and warrants to each of the other parties to this Agreement, each of which is deemed to be a separate representation and warranty, as follows: (1) Such party, if an entity, is duly organized, validly existing and in good standing under the laws of its state, territory or province of incorporation or organization, and has all requisite corporate or other power and authority to enter into this Agreement. (2) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions herein contemplated, have, if such party is an entity, been duly authorized by its governing organizational documents, and are not prohibited by its governing organization documents, and no further corporate or other action on the part of such party is necessary to authorize this Agreement, or the performance of such transactions. (3) This Agreement has been duly executed and delivered by such party and, assuming due authorization, execution and delivery by all of the other parties hereto, is valid and binding upon such party in accordance with its terms, except as limited by: (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor rights generally; and (2) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (4) Neither the execution or delivery of this Agreement, nor the performance by such party of the transactions contemplated herein: (1) if such party is an entity, will breach or conflict with any of the provisions of such party’s governing organizational documents; or (2) to the best of such party’s knowledge and belief, will such actions violate or constitute an event of default under any agreement or other instrument to which such party is a party. (5) Such party: (1) had the advice, or sufficient opportunity to obtain the advice, of legal counsel separate and independent from legal counsel for any other party hereto; and (2) such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was such party under any belief or understanding that such legal counsel was representing such party’s interests. (6) The terms and conditions of the transactions contemplated by this Agreement are fair and reasonable to such party based upon all of the facts and circumstances...

By All Parties. Each Party represents, warrants and covenants to the other that: (a) it is duly organized and validly existing under the laws of its state of formation and has full authority to enter into this Agreement; (b) the execution and performance of this Agreement does not conflict with any other agreement, oral or written, to which it is a Party; (c) it will perform its obligations under this Agreement in compliance with all Applicable Laws; and (d) this Agreement is its legal, valid and binding obligation, enforceable against such Party in accordance with the terms and conditions hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies.

By All Parties. This Amendment No. 1 shall have been executed AMENDMENT NO. 1 and delivered by each of the parties hereto.

By All Parties. Each Party represents, warrants and covenants to the others that: (a) it is duly organized and validly existing under the laws of its state of formation and has full authority to enter into this Agreement; (b) the execution and performance of this Agreement does not conflict with any other agreement, oral or written, to which it is a Party; and (c) it will perform its obligations under this Agreement in compliance with all applicable laws and regulations.

By All Parties. Each of the Shareholders and Buyer shall use their commercially reasonable efforts to cause the fulfillment at the earliest practicable date of all of the conditions to each other party's obligations to consummate the transactions contemplated by this Agreement.

By All Parties. Each Party represents and warrants to each of the others, as of the date hereof, that it has not breached or violated, and is not in breach or violation of, the Original Agreement.

By All Parties. Each party represents and warrants to the other (i) that it or he has the power and authority to enter into this Agreement and to carry out its terms and conditions and (ii) that the carrying out of the terms and conditions of this Agreement is not restricted by or in violation either of any applicable law to which it or he is subject or of any organizational documents (including articles or certificates of incorporation or bylaws or partnership agreements, as amended or restated), agreement, commitment, order, ruling or proceeding to which it or he is a party or to which it or he or any of its or his assets are subject.