Of Each Party Sample Clauses
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Of Each Party. Each party represents and warrants to the other party that (a) such party has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) the execution, delivery and performance by such party of this Agreement has been duly and validly authorized, and no additional authorization or consent is required in connection with the execution, delivery and performance by such party of this Agreement and (c) this Agreement has been duly executed and delivered by such party and constitutes a valid and legally binding obligation of such party, enforceable in accordance with its terms.
Of Each Party. Each party represents and warrants to the other party that it has the power and authority to enter into this Agreement.
Of Each Party. Each Party represents and warrants to the other Parties that, as of the date hereof:
(a) it is, as applicable, an agency, cooperative corporation, consumers power district, municipal corporation, political subdivision, or corporation duly organized, validly existing and in good standing under the laws of the state of its formation and authorized to conduct business in South Dakota;
(b) it has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement;
(c) it has taken all action required by Applicable Law in order to approve, execute and deliver this Agreement;
(d) the execution and delivery of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of and compliance by such Owner with the provisions of this Agreement will not conflict with or constitute a breach of or a default under or require any consent, license or approval that has not been obtained pursuant to any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or Big Stone II Power Plant June 30, 2005 other agency of government, the documents of its formation or any contractual limitation, restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing;
(e) it has taken all such action as may be necessary or advisable and proper to authorize this Agreement, the execution and delivery hereof, and the consummation of transactions contemplated hereby;
(f) there are no bankruptcy, insolvency, reorganization or receiverships pending or being contemplated by it, or to its knowledge threatened against it;
(g) to its knowledge, there are no actions, proceedings, judgments, rulings or orders issued by, or pending before any court or other governmental body that would materially adversely affect its ability to perform its obligations under this Agreement; and
(h) this Agreement is a legal, valid and binding obligation of such Owner enforceable in accordance with its terms, except as limited by Laws of general a...
Of Each Party. (a) Except as specifically set forth in paragraph (b) and (c) of this Section 6.01, until the Effective Time, subject to the waiver provisions of Section 11.05, each party hereto will comply with each covenant for which provision is made in Article VI of the Uniform Provisions (the text of which Article VI is hereby incorporated herein by this reference) to be performed or observed by that party.
(b) Nothing in Section 6.03 or Section 6.04 shall prohibit or restrict the Company or TRIAD Medical from consummating the TEAC Acquisition or incurring the TEAC Acquisition Indebtedness.
(c) The $5,000 and $25,000 amounts specified in Section 6.03(g) are hereby increased to $20,000 and $50,000, respectively, and the $10,000 amount specified in Section 6.04(g) is hereby increased to $20,000.
Of Each Party. Each Party represents and warrants to each other Party that the following statements contained in this Section 3.1 are true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.1); provided that any reference to Related Agreements includes only Related Agreements that have been executed prior to or on the date that such representation is made:
Of Each Party. The Parties each represent and warrant that they have the right and power to enter into this Agreement, consummate the transactions contemplated hereby and to perform the obligations hereunder; that the execution of this Agreement has been duly authorized by all necessary corporate action; that each Party has all requisite legal rights necessary to agree to the terms of this Agreement; and that this Agreement is their legal, valid and binding obligation.
Of Each Party. Each Party represents and warrants to each other Party as follows:
