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:
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 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.