Common use of REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. Each of Parent and Acquisition Corp. hereby represents and warrants to the Principal Shareholders that each of Parent and Acquisition Corp. has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and otherwise to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and Acquisition Corp. and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Acquisition Corp. This Agreement has been duly executed and delivered by Parent and Acquisition Corp. and, assuming this Agreement constitutes a valid and binding obligation of each Principal Shareholder, constitutes a valid and binding obligation of Parent and Acquisition Corp. enforceable in accordance with its terms.