Common use of Representations and Warranties of All Parties Clause in Contracts

Representations and Warranties of All Parties. Each Party represents and warrants to the other Party that (a) such Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any (i) term or condition of any agreement to which such person is a party or by which such Party may otherwise be bound or (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such Party.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that party that: (a) such Party party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that party that: (a) such Party party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that party that: (a) such Party party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) ), and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person Person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that party that: (a) such Party party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) ); and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person Person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that party that: (a) such Party party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person Person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that party that: (a) such Party party has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) this Agreement will not result in a material violation of any or conflict with (i) term any law, rule, regulation, order, judgment or condition decree applicable to it, or (ii) any terms or conditions of any agreement agreements to which such person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.

Representations and Warranties of All Parties. Each Party of the parties hereto represents and warrants to the other Party that parties that: (a) such Party party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person it is a party or by which such Party it may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that parties that: (a) such Party party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.

Representations and Warranties of All Parties. Each Party represents and warrants to the other Party that (a) such Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any (i) term or condition of any agreement to which such person Person is a party or by which such Party may otherwise be bound or (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such Party.

Representations and Warranties of All Parties. Each Party of the Parties represents and warrants to the other Party that Parties that: (a) such Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person is a party Party or by which such Party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Party.

Representations and Warranties of All Parties. Each Party of the parties hereto represents and warrants to the other Party that parties that: (a) such Party party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) except as previously disclosed by the Company, this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that party that, as of the date of this Agreement: (a) such Party party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty. The Company represents and warrants to Macellum that the Board has approved all New Director Nominees in respect of any “change of control” or similar provision in any contract or agreement of the Company.

Representations and Warranties of All Parties. Each Party represents and warrants to the other Party Parties that (a) such Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any (i) term or condition of any agreement to which such person is a party or by which such Party may otherwise be bound or (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such Party.

Representations and Warranties of All Parties. Each Party represents and warrants to the other Party that (a) such Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any (i) term or condition of any agreement to which such person Person is a party or by which such Party may otherwise be bound or (ii) law, rule, license, regulation, judgment, order or decree governing or affecting such Party. Section 4.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that party that: (a) such Party Such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; and (b) this This Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy terms; and similar laws relating to creditors’ rights and to general equity principles) and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty. 6.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that party that: (a) such Party party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it the party and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.

Representations and Warranties of All Parties. (a) Each Party of the parties represents and warrants to the other Party that party that: (a) such Party party has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) this Agreement will not result in a material violation of any or conflict with (i) term any law, rule, regulation, order, judgment or condition decree applicable to it, or (ii) any terms or conditions of any agreement agreements to which such person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that party that: (ai) such Party party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (bii) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms terms; (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) and (ciii) this Agreement will not result in a material violation of any (i) term terms or condition conditions of any agreement agreements to which such person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty; and (iv) there is currently no pending or outstanding litigation between the Xxxxxxx Group and the Company or affiliates thereof.

Representations and Warranties of All Parties. Each Party of the parties represents and warrants to the other Party that party that: (a) such Party party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, ; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms (subject to applicable bankruptcy and similar laws relating to creditors’ rights and to general equity principles) terms; and (c) this Agreement will not result in a material violation of any (i) term terms or condition conditions of the governing or constitutional documents of such party or any agreement agreements to which such person is a party or by which such Party party may otherwise be bound or (ii) of any law, rule, license, regulation, judgment, order or decree governing or affecting such Partyparty.