Common use of Parent Representations Clause in Contracts

Parent Representations. (a) Parent (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, (iii) is qualified to do business and in good standing in each jurisdiction where such qualification is required; except, in each case, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by Parent of this Agreement (i) has been duly authorized by all corporate action required to be obtained by Parent, and (ii) will not (A) violate (x) any provision of (1) law, statute, rule or regulation applicable to Parent, or (2) the certificate or articles of incorporation or other constitutive documents or by-laws of Parent, (y) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (z) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which Parent is a party or by which it or any of its property is or may be bound or (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (ii)(A)(x)(1), (ii)(A)(y), (ii)(A)(z) or (ii)(B) of this Section 2.7 (b), could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution, delivery or performance of this Agreement by Parent, except for (i) such as have been made or obtained and are in full force and effect and (ii) such actions, consents, approvals, registrations or filings the failure to be obtained or made which could not reasonably be expected to have a Material Adverse Effect. (d) This Agreement has been duly executed and delivered on behalf of Parent and constitutes a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.